Notice and Closing Sample Clauses

Notice and Closing. At least (Y) two (2) Business Days prior to the Document Closing Date and (Z) four (4) Business Days prior to each Advance Date occurring after the Document Closing Date (but no later than 12:00 noon New York time on such date), Lessee, shall deliver to the Administrative Agent (which shall promptly forward a copy of such Advance Request to each Participant) a written notice substantially in the form of Exhibit A (an “Advance Request”), setting forth: (i) with respect to the Initial Advance, the Estimated Facility Completion Date; (ii) the proposed Advance Date; (iii) a statement of the amount of the requested Advance setting forth the amount of such Advance to be used to Fund (x) Capitalized Yield and to pay Capitalized Fees and Capitalized Contingent Rent or (y) other Supplemental Rent which is payable with Advances hereunder; (iv) a description of all Project Costs, by type and amount, to which such Advance applies, indicating which portion of such Project Costs have been paid by Lessee and for which Lessee has not been reimbursed hereunder, the portion of the Project Costs which are then due and unpaid and the identity of the Persons entitled to such payments and the portion of the Advance that will be paid to such Person by Lessee or Development Manager (including a description of all Soft Costs and Transaction Expenses, it being understood that, to the extent amounts for Transaction Expenses are retained by and paid at the direction of the Administrative Agent, a general description of the types of categories of Transaction Expenses will be sufficient); (v) a certification by Lessee that: (A) such Advance complies with the limitations and conditions set forth in Section 3.1(d) and all conditions to such Advance set forth in Article VI have been fully satisfied or waived by the Administrative Agent, (B) the aggregate amount to be Funded by the Participants on such Advance Date, together with the Advances made on all prior Advance Dates and future Advances to be made as set forth in the Project Budget, does not exceed the Aggregate Commitment Amount; (C) the Project Budget is In Balance; (D) there are no events of default or breaches under either General Construction Agreement or any other Major Project Agreement which might reasonably be expected to cause the Facility Completion Date not to occur on or prior to the Outside Completion Date for the Aggregate Commitment Amount; (E) if any payments are due under either General Construction Agreement or an...

Notice and Closing. Not later than 1:00 P.M., New York City time, on the Business Day preceding the Closing Date, the Borrower shall deliver to the Lender a request (a “Loan Request”) by facsimile or other form of electronic communication or telephone (to be promptly confirmed in writing) substantially in the form of Exhibit B hereto setting forth: (i) the Closing Date; (ii) the Requested Loan Amount; and (iii) the number and type of Units for which settlement of the purchase price will be made on the Closing Date and the Equipment Cost of such Units.

Notice and Closing. The Company may exercise its. Repurchase Right by sending Founder written notice, within fifteen days (15) days after’any triggering event set forth in Section 2(a), specifying the number of Founder Shares the Company elects to repurchase pursuant to the Repurchase Right and a date for the closing, which date shall be as soon as practicable but no later than forty-five (45) days after the date of such notice. The closing shall take place at the principal office of the Company or at such other location as the Company and the Founder shall agree. At the closing, Founder shall transfer to the Company the number of Founder Shares specified in the Company’s notice, free of all liens, encumbrances and rights of others, by delivery of certificates representing such number of Founder Shares, duly endorsed for transfer or accompanied by duly executed stock powers. Concurrent with such transfer and its receipt of such certificates so endorsed and subject to Section 3 below, the Company shall pay for such Founder Shares by any of the following methods: (i) by delivery to Founder of a check in the amount of the aggregate purchase price for such Founder Shares, (ii) by cancellation of indebtedness of Founder to the Company in such amount, (iii) by wire transfer of immediately available funds to one or more accounts designated by Founder, or (iv) by any combination of the above methods. The method or methods of payment for such Founders Shares shall be chosen by the Company in its sole discretion.

Notice and Closing. At least two (2) Business Days prior to the Closing Date, Lessee shall deliver to Collateral Agent (which shall promptly forward a copy of such Advance Request to each Participant) an irrevocable written notice substantially in the form of Exhibit A (an “Advance Request”), setting forth: (i) the proposed Closing Date; (ii) a statement of the amount of the requested Advance setting forth (A) a description of the use of proceeds of such Advance, indicating which portions of such Advance will be used to pay the purchase price for the Subject Property and which portion of such Advance will be used to pay Transaction Expenses, and the identity of the Persons entitled to such payments; and (iii) wire transfer instructions for the disbursement of the appropriate amount of funds to Lessee or to such other Persons as may be entitled to the Advance.

Notice and Closing. Seller must deliver a Proposed Transfer Notice to the Company not later than thirty (30) days prior to the consummation of such Proposed Seller Transfer. “Proposed Transfer Notice” means a written notice that contains the material terms and conditions (including price and form of consideration) of the Proposed Seller Transfer, the identity of the prospective transferee and the intended date of the Proposed Seller Transfer. To exercise its Right of First Refusal under this Section 3.3, the Company must deliver a written notice of exercise to the Seller within fifteen (15) days after delivery of the Proposed Transfer Notice specifying the number of shares of Common Stock to be purchased by the Company. If the consideration proposed to be paid for the Common Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors and as set forth in the Company’s notice of exercise. If the Company cannot for any reason pay for the Common Stock in the same form of non-cash consideration, the Company may pay the cash value equivalent thereof, as determined in good faith by the Company’s Board of Directors and as set forth in the Company’s notice of exercise. The closing of the purchase of Common Stock by the Company pursuant to the Proposed Transfer Notice shall take place, and all payments form the Company shall have been delivered to the Seller, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Seller Transfer; and (ii) thirty (30) days after delivery of the Proposed Transfer Notice.

Notice and Closing. The Partnership or other Partners, respectively, shall exercise the options granted in this Article 9 by (i) mailing or delivering written notice of the exercise of the option within the time provided in Section 9.2 or Section 9.3 of this Article, as the case may be, to the Selling Limited Partner and, in the case of the options provided in Section 9.3, to the Partnership, and (ii) complying with each of the terms provided in the Bona Fide Offer. The date of closing of the sale shall be the date set forth in the Bona Fide Offer but in no event prior to thirty (30) days following the expiration of the period within which the options may be exercised pursuant to Section 9.2 or Section 9.3 of this Article, as the case may be, and in no event prior to seven (7) days after delivery of the appraiser’s report to the Selling Limited Partner and to the Partnership. The closing shall take place at the offices of the Partnership.

Notice and Closing. The Company shall give prompt written notice to each of the Investors of each proposed repurchase of Shares under this Article II. Each such notice shall include (i) the number of Shares to be repurchased from each Investor, (ii) the Repurchase Price (calculated in the manner described in Section 2.6), and (iii) the proposed date of the repurchase, which shall be not earlier than five (5) business days following the date of the notice and not later than thirty (30) business days following the date of the notice.

Notice and Closing. 26 8.3 Waiver................................................................. 26 Section 9. Board Representation and Voting Agreement................................ 26

Notice and Closing. At least two (2) Business Days prior to the proposed Advance Date, Lessee shall deliver to Agent, Certificate Trustee and each of the Participants an irrevocable written notice substantially in the form of EXHIBIT B-1 (the "ADVANCE REQUEST"), setting forth: (i) the proposed Advance Date;

Notice and Closing. Pursuant to the terms of Section 2.4.3 of the Disbursement Agreement, the Borrower and/or the Disbursement Agent, as applicable, shall deliver to Collateral Agent an irrevocable and final written notice substantially in the form of Exhibit C-1 to the Disbursement Agreement (an "Advance Request"), (and upon receipt thereof, Collateral Agent shall promptly forward such Advance Request to each Lender) setting forth: (i) the proposed Advance Date; (ii) a description of the Items of Equipment to be acquired and the Purchase Price (including a detailed description of the Transaction Costs to be funded by such Advance) applicable to each such Item of Equipment; (iii) a statement of the amount of the requested Advance; (iv) a certification by the Borrower that (A) such Advance complies with the limitations and conditions set forth in Section 2.3(d), and (B) all conditions to the making of such Advance under Section 4 have been satisfied except to the extent previously waived; and (v) wire transfer instructions for the disbursement of the appropriate amount of funds to the appropriate account for disbursement in the manner described in Section 2.3. All documents and instruments required to be delivered on any Advance Date pursuant to the Operative Documents shall be delivered to the Collateral Agent, or at such other location as the Collateral Agent and the Borrower may agree. On the scheduled Advance Date, and subject to the satisfaction of the conditions set forth in this Section 2.5(a) and in Section 4, Lenders shall fund the amount of the Advance by wire transfer to the appropriate account for disbursement in the manner described in Section 2.3.