Closings; Closing Dates Clause Samples
The "Closings; Closing Dates" clause defines the timing and procedures for the formal completion of a transaction, such as the sale of a business or property. It typically specifies the exact date or conditions under which the closing will occur, outlines the responsibilities of each party at closing, and may address what happens if the closing is delayed or needs to be rescheduled. This clause ensures that all parties are aligned on when and how the transaction will be finalized, reducing uncertainty and helping to coordinate the transfer of assets, funds, and legal ownership.
Closings; Closing Dates. The initial completion of the sale and purchase of the Securities (the “Initial Closing”) shall be held at 9:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 (the “Initial Closing Date”), at the offices of ▇▇▇▇▇▇ + Jaclin, LLP, ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as the Company and Purchasers may agree. Each Purchaser acknowledges and agrees that the Company may issue and sell Securities after the Initial Closing; provided, that the aggregate number of Securities issued and sold pursuant to this Agreement will not exceed the number of Securities set forth in the Recitals hereto. The issuance and sale of any Securities after the Initial Closing will be for the same price per unit as the Securities sold in the Initial Closing and on the terms provided for herein; provided, that all subsequent issuances and sales of Securities after the Initial Closing must be consummated within seven business days after the Initial Closing Date. At each closing after the Initial Closing (each closing pursuant to this Agreement being a “Closing” and the date of each such Closing being a “Closing Date”), each Purchaser purchasing Securities at such Closing will become a party to this Agreement upon execution of a counterpart signature page or notice of adoption of this Agreement by such Purchaser who will thereupon become bound by the conditions of and entitled to the benefits of this Agreement as a “Purchaser” and Exhibit A automatically shall be updated accordingly.
Closings; Closing Dates. The initial completion of the sale and purchase of the Securities (the “Initial Closing”) shall be held at 8:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 (the “Initial Closing Date”), at the offices of Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, 2200 ▇▇▇▇▇ Fargo Center, ▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other time and other place as the Company and Purchasers may mutually agree. Each subsequent sale and purchase of the Securities (each, a “Subsequent Closing” and together with the Initial Closing, the “Closings”) shall be held at dates and times mutually agreed by the Purchasers and the Company as soon as practicable following the satisfaction of the conditions set forth in Section 4 (each, a “Subsequent Closing Date,” and together with the Initial Closing Date, each, a “Closing Date”), at the offices of Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, 2200 ▇▇▇▇▇ Fargo Center, ▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other place as the Company and Purchasers may mutually agree; provided, that in no event shall a Closing for Securities occur following the respective dates set forth on Exhibit A.
Closings; Closing Dates. Upon the terms and subject to the conditions set forth in this Agreement, each closing of an exchange of assets contemplated hereby (each, a "Closing") shall take place (i) at the offices of the Title Company or, if the Parties so agree, remotely by the electronic exchange of documents and signatures, on a date that is mutually acceptable to the Parties after the last to be satisfied or waived of the conditions set forth in Article 8, or (ii) at such other place and time and/or on such other date as the Parties may mutually agree. The date and time at which a particular Closing actually occurs is hereinafter referred to as the "Closing Date" with respect to the applicable CK Assets and CAPL Assets.
Closings; Closing Dates. Subject to the satisfaction of the conditions set forth in Section 9.1, each closing of the sale and purchase of the Transferred Assets contemplated hereby (each, a “Closing,” and each date on which such Closings occur, a “Closing Date”) shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ as follows:
(a) The first Closing (the “First Closing”) shall occur on the 5th business day after the Seller has notified the Purchaser in writing (the “First Closing Notice”) that the Closing Production Assets located at the ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ facility (the “7000 Plant”) and listed on Schedule 2.1(a)(i) are ready to be transferred to the Purchaser.
(b) The second Closing (the “Second Closing”) shall occur on the 5th business day after the Seller has notified the Purchaser in writing (the “Second Closing Notice” and, together with the First Closing Notice, the “Closing Notices”) that the Closing Production Assets located at the ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ facility (the “5100 Plant”) and listed on Schedule 2.1(a)(ii) are ready to be transferred to Purchaser.
Closings; Closing Dates. The consummation of the sale and purchase of the $4,000,000 Minimum Amount (the “Initial Closing”) shall be held at 10:00 a.m. (New York City Time) on such date as soon as reasonably practicable following the satisfaction (or waiver) of the conditions set forth in Section 1.5(a) and Section 1.5(b) (the “Initial Closing Date”). Following the Initial Closing, the Company may conduct one or more additional closings (each a “Subsequent Closing” and together with the Initial Closing, collectively, the “Closings” with each being a “Closing”) up to the $5,000,000 Maximum Amount (which may be increased to $7,000,000 to cover sales of Over-Subscription Securities, if any). The date of each Subsequent Closing shall be a “Subsequent Closing Date” and together with the Initial Closing Date, collectively, the “Closing Dates” with each being a “Closing Date.” Unless otherwise provided herein, all Closings shall be effectuated remotely by facsimile or other electronic transmission of documents and at such time as the Company and the Investors may agree.
Closings; Closing Dates. The closing of each of the transactions for which an escrow is opened pursuant to this Section 5.2 (each, a "Closing") shall take place at the offices of the Escrow Agent on a date (each, a "Closing Date") to be (i) mutually designated by the Developer and the City promptly after the completion of the corresponding Replacement Parking Improvements, and (ii) not later than thirty (30) days after the completion of such Replacement Parking Improvements. The City and Developer shall, promptly following the completion of such Replacement Parking Improvements, execute and deliver to the Escrow Agent a written statement that the Replacement Parking Improvements have been completed.
Closings; Closing Dates. (a) The purchase and sale of the Units pursuant to Section 1.1 (the "First Closing") shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 1:00 p.m. local New York time on November 9, 1993 or at such other place and time as may be agreed upon by the Company and the Investors (the "First Closing Date").
(b) In the event the Company does not at the First Closing sell and issue, and/or receive commitments to purchase, all 54,000 Units authorized herein to be issued and sold to the Investors, the Company may sell and issue additional Units at a subsequent closing (hereinafter referred to as the "Deferred Closing"), PROVIDED that such sales occur within 15 days of the First Closing described in Section 2.1 above at the same price and on the same terms and conditions set forth herein and that the total number of Units shall not exceed the number of Units authorized to be sold at the First Closing and PROVIDED FURTHER that for purposes of such Deferred Closing, each of the conditions precedent set forth in Section 5.1 hereof shall be deemed to have been met without any further action necessary on the part of the Company or its counsel. At the Deferred Closing, upon execution of this Agreement, the Amended and Restated Co-Sale Agreement referred to in Section 5.1(g), and the Escrow Agreement (as defined in Section 5.1(q)), a purchaser shall become a party hereto and shall be included within the meaning of Investor hereunder and Schedule 1 shall be amended to include such Investor, without any further consent or action on the part of the Investors.
(c) The purchase and sale of the Units pursuant to Section 1.2 (the "Second Closing") shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other place as may be agreed upon by the Company and the Investors at 1:00 p.m. local New York time on such date (following at least ten (10) business days' notice from the Company) as all of the conditions set forth in Section 5.2 shall be satisfied or waived by Investors holding at least 66-2/3% in interest of the Units purchased by all Investors at the First Closing, but in no event later than November 1, 1994 (the "Second Closing Date").
Closings; Closing Dates. The Company may conduct multiple Closings during the Offering Period. Each Closing shall occur as soon as reasonably practicable following the satisfaction (or waiver) of the conditions set forth in Section 1.7(a) and Section 1.7(b) for such Closing. The initial Closing of the Offering (the “Initial Closing”), shall occur on the date hereof, subject to the satisfaction of the conditions set forth herein and following such Initial Closing, the Company may, in its sole discretion and subject to the satisfaction of the conditions set forth herein, conduct subsequent Closings (a “Subsequent Closing”) until the conclusion of the Offering Period. Investors signing a counterpart signature page to this Agreement as of a Closing Date shall become parties to this Agreement only as of such Closing Date. The date of each Closing shall be a “Closing Date.” Unless otherwise provided herein, all Closings shall be effectuated remotely by facsimile or other electronic transmission of documents and at such time as the Company and the applicable Investors may agree.
Closings; Closing Dates