On or before Closing Sample Clauses

On or before Closing. The Parties shall not be required tofurther amend the DRA to agree upon theform ofthe PILOT Covenant, rather the execution ofthe PILOT Covenant at Closing shall evidence the parties agreement to theform ofthe document. The PILOT Covenant shall provide that the Parcel Oimers ’ obligation to make Payment in Lieu ofTaxes shall terminate upon the payment or defeasance ofall outstanding Bonds and any other bonds or other obligations issued to refinance or refund such Bonds. Notwithstanding the foregoing or any provision to the contraiy contained herein, no Payment in Lieu of Taxes shall be made with respect to the Phase Two Parcel in the event that the Phase Two Parcel is reconveyed to the City in accordance with Section 12.8 ofthe DRA.
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On or before Closing. 1.1.1 the Seller shall deliver to the Purchaser instruments of transfer in respect of the Shares in the Agreed Terms, duly executed by the Seller and, in case of the five Shares held by five of the former and existing nominee directors of the Seller, by the relevant individual, and witnessed and stamped in accordance with the laws of Pakistan together with the share certificates representing the Shares, duly endorsed in favour of the Purchaser by the Company; 1.1.2 the Seller shall deliver to the Purchaser letters of resignation of Xx. Xxxxxx Rocoplan as chief executive and deemed director of the Company and of Xx. Xxxxxxxx Xxxxxx Rasheed, Xx. Xxxxx Xxxxx, Mr. Won-Suck Song, Xx. Xxxxxxxx Xxxxxxxxx and Xx. Xxxxxxx Xxxxx as directors of the Company; 1.1.3 the Seller shall procure (and shall cause the Company to procure) that immediately following the delivery of the documents specified in paragraphs 1.1.1 and 1.1.2, a meeting of the Board of Directors of the Company, duly convened in accordance with the Memorandum and Articles of Association of the Company and the laws of Pakistan, is held at which: (i) the transfer of the Shares from the Seller in favour of the Purchaser (save for the five Shares registered in the names of the Seller’s nominees which shall be transferred to the Purchaser’s nominees as directors and chief executive of the Company as provided in paragraph 1.1.3(iii) and (iv) hereof) shall be presented for registration and such registration shall be duly effected in the Company’s register of members; (ii) the letters of resignation referred to in paragraphs 1.1.2 shall be tabled and be duly accepted and recorded; (iii) the nominees of the Purchaser are proposed for appointment as directors of the Company to fill the vacancies arising as a consequence of the resignations referred to in paragraph 1.1.3(ii) and their respective appointments are duly accepted and recorded; and (iv) the nominee of the Purchaser is proposed for appointment as chief executive of the Company to fill the vacancy arising as a consequence of the resignation referred to in paragraph 1.1.3(ii) and the appointment is duly accepted and recorded; 1.1.4 the Seller shall deliver to the Purchaser (i) registration documents issued by the State Bank of Pakistan evidencing the repatriation rights of the Shares as to capital, all accretions to capital and all dividends; (ii) the original proceeds realisation certificate issued by the Recipient’s bankers in Pakistan as provided in Cl...
Sample 1
On or before Closing. Buyer shall have the sole -------------------- remedies, to be exercised in Buyers sole discretion, of either (1) terminating this Agreement, receiving a full refund of the Escrow Deposit, being reimbursed by Seller for all of Buyers out-of-pocket due diligence expenses paid to third parties and incurred during the Inspection Period, and waiving all legal remedies for the breach of any representations or warranties by Seller, or (2) waiving such right of termination and all legal remedies for the breach of any representations or warranties by Seller and proceeding to close the Transaction. If Buyer exercises option (1) above, Buyer agrees to deliver to Seller all title insurance commitments, surveys, studies, test reports, and inspection reports obtained by, or prepared by or for, Buyer, relating to the Property without warranties or representations as to their accuracy.
Sample 1
On or before Closing. Buyer shall have the sole -------------------- remedies, to be exercised in Buyer's sole discretion, of either (1) terminating this Agreement, receiving a full refund of the Escrow Deposit, being reimbursed by Seller for all of Buyers out-of-pocket due diligence expenses paid to third parties and incurred during the Inspection Period, and waiving all legal remedies for the breach of any affirmative covenants made by Seller, or (2) waiving such right of termination and all legal remedies for the breach of any affirmative covenants made by Seller and proceeding to close the Transaction. If Buyer exercises option (1) above, Buyer agrees to deliver to Seller all title insurance commitments, surveys, studies, test reports, and inspection reports obtained by, or prepared by or for, Buyer, relating to the Property. Buyer shall have a right to perform a final walkthrough and inspection of the Property the day before Closing to assure itself of Seller's compliance with and performance of this Agreement.
Sample 1
On or before Closing. Buyer shall deliver to Escrow Agent: (i) The balance of the Purchase Price and any additional amounts required to cover Buyer’s portion of the Closing Costs in accordance with Section 4 of this Agreement, in cash or by wire transfer of immediately available funds; (ii) The Closing Statement, validly executed and delivered by Buyer; and (iii) Such other documents as may reasonably be requested by the Title Company to close this transaction or as may be reasonably necessary to complete the transaction contemplated hereby in accordance with this Agreement.
Sample 1
On or before Closing. Borrowers shall have executed with each of the HHLP Collecting Bank and the Intermediate Collecting Bank three party lockbox agreements in the forms attached to this Agreement as Exhibit B-1 and Exhibit B-2, respectively (collectively, the "Lockbox Agreements"). Such Lockbox Agreements ----------- ----------- may not be modified without Agent's prior written approval and Borrowers (i) shall not close or modify the arrangements regarding the HHLP Concentration Account, the Intermediate Concentration Account or the Agent's Concentration Account; (ii) shall not establish, open or modify any Facility Deposit Account without giving prompt notice thereof to the Agent; and (iii) shall not create, incur, assume or suffer to exist any Indebtedness whatsoever at any time from the HHLP Collecting Bank or the Intermediate Collecting Bank other than amounts related to any fees and charges in effect from time to time charged by the HHLP Collecting Bank or the Intermediate Collecting Bank. Furthermore, Borrowers shall not create, incur, assume or suffer to exist any Indebtedness whatsoever at any time from a Depository Bank unless such Indebtedness shall be the subject of a satisfactory intercreditor agreement by and between the Depository Bank and Agent which shall include provisions required by Section 4.50.
Sample 1

Related to On or before Closing

  • 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.

  • 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.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • WORKING DAY BEFORE AUCTION DATE Any intending bidder who intends to bid on behalf of another person, body corporate or firm is required to deposit with the Auctioneer prior to the auction sale an authority letter to state that he/she is acting on behalf of another person, body corporate or firm and he/she is authorised to sign all the necessary documents. All intending bidders shall be required to verify their identities by showing to the Auctioneer their identity cards prior to the commencement of the auction, failing which, they shall not be entitled to bid. In the event that the Bumiputra lot is sold to a non Bumiputra or if the successful bidder is below the age of 18 or is an undischarged bankrupt or is not legally competent to purchase the property, then such sale shall be cancelled and the deposit paid shall be refunded to the successful bidder and thereafter the Assignee shall be at liberty to put up the property for sale. A foreign citizen/foreign company may be allowed to bid for the property and if the bid is successful, the sale is subject to the foreign citizen/company applying and obtaining at his/her/its own cost to the Economic Planning Unit (if applicable) and/or relevant State Authority for the unconditional consent to the sale within the period stated in Clause 11 hereof but subject to Clause 22 hereof.

  • 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”).

  • Discussions Before Termination (a) Where an employer has made a definite decision that the employer no longer wishes the job the employee has been doing done by anyone and this is not due to the ordinary and customary turnover of labour and that decision may lead to termination of employment, the employer shall hold discussions with the employees directly affected and with his/her union, where applicable. (b) The discussion shall take place as soon as is practicable after the employer has made a definite decision which will invoke the provisions of paragraph (a) of this subclause and shall cover among other things, any reasons for the proposed terminations, measures to avoid or minimise the terminations and measures to minimise any adverse affect of any terminations on the employees concerned. The employer will confirm the content of these discussions in writing.

  • Time of Closing The closing of the Loan shall take place on execution of this Loan Agreement.

  • 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.

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Subscription Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

  • Date of Closing The Closing shall take place at such place and time as the parties may agree in writing, on December 31, 2010, unless an earlier or later date are mutually designated by Seller and Buyer. The foregoing date is the date on which the Sellers deeds to Buyer are to be recorded immediately prior to the delivery of the Purchase Price to Seller and is referred to in this Agreement as the "Closing" or "Closing Date". Seller shall deliver possession of the Assets to Buyer on the Closing Date.

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