Effective Date and Closing. The Closing of the transaction contemplated herein (the "Closing") shall occur on January 8, 1998, at a mutually agreeable time and place or as soon thereafter as reasonably practicable (the "Closing Date") following the date on which all of the obligations and conditions precedent contained herein are complied with.
Effective Date and Closing. Subject to the terms of all requirements of Law and the conditions specified in this Agreement the Merger shall become effective on the date specified in the Certificate of Merger to be issued by the Secretary of State of the State of Delaware (such time being herein called the “Effective Date”). Assuming all other conditions stated in this Agreement have been or will be satisfied as of the Closing, the Closing shall take place at the offices of Buyer, in Birmingham, Alabama, at 5:00 p.m. on a date specified by Buyer that shall be as soon as reasonably practicable after the later to occur of the Stockholders Meetings or all required regulatory approvals under Section 8.2, or at such other place and time that the Parties may mutually agree.
Effective Date and Closing. The conveyance of the Properties to Buyer shall be effective as of June 6, 2008 (the “Effective Date”), but title thereof shall be delivered at the closing, which shall take place on or before July 15, 2008 (the “Closing” or “Closing Date”) unless extended by the written agreement of the Parties.
Effective Date and Closing. The closing under this sale shall take place upon execution of this Agreement, to be effective as of the end of business on the Effective Date (the “Closing”), when possession of the assets shall be delivered to Buyer. At the closing, Seller shall execute and deliver to Buyer an assignment conveying title to the Purchased Assets to Buyer, subject to any reversion rights described above in Section 2. In addition, the parties agree to execute such additional documents as shall be reasonably necessary, from time to time, to consummate the transactions contemplated by this Agreement.
Effective Date and Closing. Seller’s conveyance of the Subject Property to Buyer shall be effective as of August 1, 2011, at 7:00 a.m. where the Subject Properties are located (the “Effective Date”), but title thereof shall be delivered at the “Closing,” which shall take place on or before October 13, 2011 (the “Closing Date”) unless extended by agreement of the Parties.
Effective Date and Closing. The effective date (the "Effective Date") of this transaction shall be December31st 2003 with closing by February 17th 2004.
Effective Date and Closing. The effective date (the "Effective Date") of this transaction shall be immediately preceding the closing of the merger between activeIQ Technologies, Inc. and the Seller (the "Merger") pursuant to an Agreement and Plan of Merger dated January 11, 2001. The closing of the transactions contemplated herein (the "Closing") shall occur at a mutually agreeable time and place, but in no event later than April 30, 2001 or such later date as Seller and Purchaser may mutually agree.
3) Section 1.4 of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Effective Date and Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur upon such date that the parties have satisfied their respective obligations and covenants contained herein, but shall not be later than August 15, 1997. At the Closing, Monterosso shall deliver the Note to Xxxx and Xxxx shall assign the Warrant Agreement subject to Nona's rights to retain its rights to the Warrants pursuant to its security interest in the Warrant Agreement. Notwithstanding the date of Closing, the Effective Date shall be August 8, 1997.
Effective Date and Closing. (a) The closing of the transactions described in Section 2.01 (the “Closing”) will take place at the offices of Winston & Xxxxxx LLP, counsel to Seller, at 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60601, or at such other place as the Parties mutually agree, at 10:00 A.M. local time three (3) Business Days after the fulfillment or waiver of the conditions set forth in ARTICLE 7 and ARTICLE 8, or any other date mutually agreed upon by the Purchaser and the Seller. The effective time of Closing shall be at 11:59:59 P.M. EST on the Closing Date.
(b) At the Effective Date, the following shall occur:
(i) The Seller and the Purchaser shall execute and deliver this Agreement; and
(ii) The Purchaser’s parent company shall execute and deliver to Seller the Original Purchaser Parent Guaranty.
(c) At the Closing, the following shall occur:
(i) Purchaser shall pay to the Seller, an amount equal to the Purchase Price, plus or minus, as the case may be, the Purchase Price Adjustment, by wire transfer of immediately available funds to Seller’s account as provided on Exhibit C;
(ii) Seller shall use commercially reasonable efforts to transfer the Reserve Accounts and other Bank Accounts (including all cash therein) of the Acquired Entities to the Purchaser at the Closing or as soon as possible thereafter or, if it is determined at or prior to the Closing that such transfer is not possible at the Closing or within a reasonable period of time thereafter, shall cause the amounts in the Reserve Accounts and other Bank Accounts to be released to the Purchaser at the Closing or as soon as possible thereafter. Notwithstanding the foregoing, if the Seller is unable to transfer the Reserve Accounts and other Bank Accounts (including all cash therein) or release the amounts therein to Purchaser by the date that is ninety (90) days following Closing, then Seller shall pay to Purchaser, within five (5) Business Days thereafter, an amount equal to the amounts in the Reserve Accounts and other Bank Accounts and upon such payment Purchaser shall have no further right to the Reserve Accounts and other Bank Accounts or the cash therein and as and when such funds are released, Purchaser shall direct such funds to be paid to Seller; and
(iii) The Parties shall deliver, or cause to be delivered, to the other Parties the certificates and other deliverables pursuant to Section 7.01 and Section 8.01.
Effective Date and Closing. SECTION 1.1 Unless otherwise provided in this Agreement, or in any agreement to be executed in connection with this Agreement, the effective date of each transfer of property, assumption of liability, license, undertaking, or agreement in connection herewith shall be 12:01 a.m., Central Standard Time, January 1, 2000 (the "Effective Date"), or such other date as may be fixed by the Board of Directors of GENROCO.
SECTION 1.2 This Agreement shall be void if the Board of Directors of GENROCO refrains from declaring or proceeding with the Distribution.
SECTION 1.3 Unless otherwise provided herein, the closing of the transactions contemplated hereunder shall occur by the lodging of each of the executed instruments of transfer, assumptions of liability, undertakings, agreements, instruments or other documents executed or to be executed in connection with this Agreement with Quarles & Brady LLP, 411 Easx Xxxxonsxx Xvenue, Xxxxxxxxx, Xxxxxxxxx 00000, xxxxxxxxx xxx XXXXXXX, xo be held in escrow for delivery as provided in Section 1.4 of this Agreement.
SECTION 1.4 Upon receipt of a certificate of the Secretary of GENROCO in the form attached to this Agreement as Exhibit A, Quarles & Brady LLP shall dxxxxxx to XxxxxPropulsion on behalf of GENROCO all of the items required to be delivered by GENROCO hereunder lodged with it pursuant to Section 1.3 of this Agreement and each such item shall be deemed to be delivered to VideoPropulsion as of the Effective Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary of VideoPropulsion in the form attached to this Agreement as Exhibit B, Quarles & Brady LLP shall delxxxx xo XXXXXCO on behalf of VideoPropulsion all of the items required to be delivered by VideoPropulsion hereunder and each such item shall be deemed to be delivered to GENROCO as of the Effective Date upon receipt of such certificate.
