Financial Close Deadline Sample Clauses

Financial Close Deadline. The Financial Close Deadline may not be extended, except for the following:‌ (i) by the Department, in its discretion, for up to 60 days; (ii) by the Developer upon the occurrence of a Delay Event which, following the procedures set forth in Section 13.01, will permit the Developer an extension of the Financial Close Deadline for a period of (A) 30 Days or (B) to the extent such Delay Event has not been cured during such 30-day period, the duration of the Delay Event, up to 60 Days; (iii) by the Developer upon the occurrence of any of the events described in Section 20.04(a)(ii)(A) and Section 20.04(a)(iv) which will permit the Developer an extension of the Financial Close Deadline for a period of (A) 30 Days or (B) the duration of the event described in Section 20.04(a)(ii)(A), whichever is shorter; provided that the Developer will, as a condition to any extension pursuant to this subsection, extend the expiration of the Financial Close Security so that such security remains valid for at least 10 days after the Financial Close Deadline (as extended). In the event Financial Close is not achieved by the Financial Close Deadline, the rights of the Department and the Developer to terminate this Agreement will be governed by Section 20.04.
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Financial Close Deadline. In the event Financial Close is not achieved by the Financial Close Deadline, either party may terminate this Agreement pursuant to Section 20.04.
Sample 1Sample 2Sample 3See All (5)
Financial Close Deadline. Unless Developer or TxDOT elects to terminate this Agreement pursuant to Sections 3.4.3 and 31.6, Developer shall be unconditionally obligated to enter into the Initial Funding Agreements and Initial Security Documents (including the PABs Agreement if the initial Project Plan of Finance includes PABs) and complete closing for all the Initial Project Debt (including any sub-debt), in a total amount, which, when combined with all unconditional equity commitments acceptable to the Collateral Agent and any TMC Public Funds Payment and (if applicable) the Public Funds Payments, is not less than the total capital funding set forth in Exhibit 4, by not later than the Financial Close Deadline. Notwithstanding any other provision of this Agreement to the contrary, the Financial Close Deadline may not be extended, including on account of any Relief Event, except in the following circumstances: (a) the Financial Close Deadline shall be extended by the period of delay in Developer’s ability to achieve Financial Close directly caused by a Relief Event described in clauses (d), (e), (f), (g), (m), (n) or (o) of the definition thereof or by a Force Majeure Event described in clauses (a) or (c) of the definition thereof; (b) the Financial Close Deadline shall be extended by up to 30 days, as requested by Developer and reasonably approved by TxDOT, which approval shall not be withheld if the delay in Developer’s ability to achieve Financial Close is not due to any fault or less-than- diligent efforts of Developer; (c) the Financial Close Deadline shall be extended by up to 30 days (in addition to an initial 30-day extension permitted by clause (b) above), as requested by Developer and reasonably approved by TxDOT, which approval shall not be withheld if the delay in Developer’s ability to achieve Financial Close is not due to any fault or less-than-diligent efforts of Developer; and (d) the Financial Close Deadline may be extended by TxDOT in its discretion; provided that Developer shall, as a condition to any extension pursuant to this Section 3.3.1, extend the expiration of the Financial Close Security so that such security remains valid for at least 10 days after the Financial Close Deadline (as extended) (Developer shall be entitled to reimbursement from TxDOT for Developer’s reasonable costs to extend the expiration of the Financial Close Security).
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Financial Close Deadline. 4.3.2.1 In the event Financial Close does not occur by the Financial Close Deadline, then either Party shall have the right to terminate this Project Agreement in accordance with PA Section 18.5 (Termination for Failure to Achieve Financial Close). 4.3.2.2 The Financial Close Deadline may be extended at Developer’s request by the period of delay in Developer’s ability to achieve Financial Close directly caused by Relief Events or if Developer’s failure to achieve Financial Close is directly attributable to: (a) the issuance of a temporary restraining order or other form of injunction by a court with jurisdiction that prohibits prosecution of any portion of the Work; (b) if each Developer Conditions Precedent has been satisfied (or each Developer Conditions Precedent would have been satisfied if not for Authority’s direct failure to satisfy Authority Conditions Precedent) and any Authority Conditions Precedent is not satisfied on or before the Financial Close Deadline; or (c) Authority failing to sign this Project Agreement within 60 days after the selection of Developer as the Best Value Proposer, except if Authority’s failure arises out of, relates to, is caused by, or results from any act or omission of any Developer-Related Entity; or (d) the occurrence of exceptional circumstances in the financial markets, which occur at a time and which have a duration which is reasonably likely to impact Financial Close, in one or more of Europe, North America, and Japan/Asia Pacific, for a period of time that: (i) results in material and substantial cessation of lending activity in national or relevant international capital or interbank markets; and (ii) adversely affects access by the Developer to such markets preventing Financial Close. 4.3.2.3 Upon notice by Developer to Authority that one of the conditions set forth in PA Section 4.3.2.2 (Financial Close Deadline) has occurred, Authority will reasonably agree to a new Financial Close Deadline.
Sample 1
Financial Close Deadline. The Developer is obligated to achieve Financial Close of the Project by the Financial Close Deadline of January 28, 2018, subject to relief in the event of a limited number of Key Financial Events which gives the Procuring Authorities the right to terminate the PA or agree certain mitigation measures with the Developer (including additional compensation) to mitigate the impact of such Key Financial Event. At Commercial Close, KMP will post Financial Close Security in the amount of $20,000,000 to secure its obligations to achieve Financial Close on the Project, which will be returned to the Developer upon Financial Close.
Sample 1
Financial Close Deadline. The Financial Close Deadline may not be extended, including on account of any Delay Event, except by the Department in its discretion; provided that the Developer will, as a condition to any extension pursuant to this subsection, extend the expiration of the Financial Close Security so that such security remains valid for at least 10 days after the Financial Close Deadline (as extended). In the event Financial Close is not achieved by the Financial Close Deadline, the rights of the Department and the Developer to terminate this Agreement will be governed by Section 20.04.
Sample 1
Financial Close Deadline. 2.2.2.1 Except to the extent excused under Section 2.2.2.2, Developer shall achieve Financial Close on or prior to the Financial Close Deadline. 2.2.2.2 Developer’s obligation under Section 2.2.2.1 shall be excused (a) to the extent such failure is directly attributable to: an Excused FC Delay, in which case the provisions of Section 21.1.1 shall apply, or (b) if the Agreement is terminated pursuant to Section 21.5.2. 2.2.2.3 If Financial Close does not occur by the Financial Close Deadline, such failure is not directly attributable to an Excused FC Delay and the Agreement is not terminated pursuant to Section 21.5.2, the provisions of Section 21.1.2 shall apply.
Sample 1
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Financial Close Deadline 
Sample 1

Related to Financial Close Deadline

  • Financial Close 23.1.1 The Concessionaire hereby agrees and undertakes that it shall achieve Financial Close within 180 (one hundred and eighty) days from the date of this Agreement and in the event of delay, it shall be entitled to a further period not exceeding 120 (one hundred and twenty) days, subject to payment of Damages to the Authority in a sum calculated at the rate of 0.2% (zero point two per cent) of the Performance Security for each day of delay, and for a further period not exceeding 80 (eighty) days, subject to payment of Damages at the rate specified in Clause 4.3; provided that the Damages specified herein shall be payable every week in advance and the period beyond the said 180 (one hundred and eighty) days shall be granted only to the extent of Damages so paid; provided further that no Damages shall be payable if such delay in Financial Close has occurred solely as a result of any default or delay by the Authority in procuring satisfaction of the Conditions Precedent specified in Clause 4.1.2 or due to Force Majeure. For the avoidance of doubt, the Damages payable hereunder by the Concessionaire shall be in addition to the Damages, if any, due and payable under the provisions of Clause 4.3. 23.1.2 The Concessionaire shall, upon occurrence of Financial Close, notify the Authority forthwith, and shall have provided to the Authority, at least 2 (two) days prior to Financial Close, 3 (three) true copies of the Financial Package and the Financial Model, duly attested by a Director of the Concessionaire, along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Senior Lenders.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Initial Closing Date (a) A meeting has taken place on the Initial Closing Date at the offices of Xxxxx & Xxxxx LLP, 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Removal Before Your Tax Filing Deadline An excess contribution may be corrected by withdrawing the excess amount, along with the earnings attributable to the excess, before your tax filing deadline, including extensions, for the year for which the excess contribution was made. An excess withdrawn under this method is not taxable to you, but you must include the earnings attributable to the excess in your taxable income in the year in which the contribution was made. The six percent excess contribution penalty tax will be avoided.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Conditions to Closing Date It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.

  • Outside Date Except as otherwise agreed by the parties hereto, all of the fore going conditions shall have been satisfied or waived on or before 5:00 p.m. E.D.T. on June 30, 1997 (the "Outside Date").

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Removal After Your Tax Filing Deadline If you are correcting an excess contribution after your tax filing deadline, including extensions, remove only the amount of the excess contribution. The six percent excess contribution penalty tax will be imposed on the excess contribution for each year it remains in the IRA. An excess withdrawal under this method will only be taxable to you if the total contributions made in the year of the excess exceed the annual applicable contribution limit.

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