Effective Date; Closing Dates Clause Samples
The 'Effective Date; Closing Dates' clause establishes when an agreement becomes legally binding and specifies the dates on which key transactional events, such as the closing of a sale or transfer, will occur. Typically, the effective date is the point at which all parties have signed the contract, while closing dates are set for the completion of specific obligations, like the transfer of assets or payment. This clause ensures all parties are clear on the timeline for the agreement’s enforceability and the execution of critical steps, thereby preventing confusion or disputes about when responsibilities begin and when the transaction is finalized.
Effective Date; Closing Dates. This Agreement shall become effective and binding upon delivery of counterpart signature pages of this Agreement executed by each of the parties hereto, and by delivery of the Legal Opinions and the Closing Certificates of the Issuer Parties as provided in Section 6.1 hereof, to the offices of Proskauer Rose LLP, Eleven ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 4:00 p.m. (New York time), on the Effective Date. In consideration of and in express reliance upon the representations, warranties and covenants, and otherwise upon the terms and subject to the conditions, of this Agreement, from and after the Effective Date and during the Investment Period, the Issuer Parties shall issue and sell to the Investor, and the Investor agrees to purchase from the Issuer Parties, the Securities in respect of each Draw Down Notice. The issuance and sale of Securities to the Investor pursuant to any Draw Down Notice shall occur at each Closing on the applicable Closing Date in accordance with Section 2.4, provided in each case that all of the conditions precedent thereto set forth in Article VI theretofore shall have been fulfilled or (to the extent permitted by applicable law) waived.
Effective Date; Closing Dates. This Agreement will become effective and binding upon delivery of counterpart signature pages of this Agreement executed by each of the parties hereto, and by delivery of the Legal Opinions of the Sentio Parties as provided in Section 6.1 hereof, to the offices of DLA Piper LLP (US), 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Effective Date. In consideration of and in express reliance upon the representations, warranties and covenants, and otherwise upon the terms and subject to the conditions, of this Agreement, from and after the Effective Date and during the Put Period, and, if exercised by the Investor, during the Extension Period the Sentio Parties will issue and sell to the Investor, and the Investor agrees to purchase from the Sentio Parties, the Securities in respect of each Put Exercise Notice. The issuance and sale of Securities to the Investor pursuant to any Put Exercise Notice will occur at each Closing on the applicable Closing Date in accordance with Section 2.4, provided in each case that all of the conditions precedent thereto set forth in Article VI theretofore will have been fulfilled or (to the extent permitted by applicable law) waived.