Phase 1 Closing Sample Clauses

Phase 1 Closing. On or before January 1, 2019
Sample 1
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Phase 1 Closing. The Closing on the purchase and sale of the Phase 1 Easements (the "Phase 1 Closing") shall occur on September 29, 2000, at a place and time to be mutually agreed upon by the parties.
Sample 1
Phase 1 Closing. Within sixty (60) days after the Phase 1 Closing Date, the Ceding Companies shall prepare and deliver to Buyer a statement (the “Phase 1 Closing Statement”) setting forth the Ceding Company’s updated calculations, calculated in accordance with the Accounting Principles, of (i) the Phase 1 Estimated Initial Reinsurance Premium Part A, (ii) the Phase 1 Estimated Initial Reinsurance Premium Part B, (iii) the Book Value of the applicable Investment Assets listed in Phase 1 Annex A and Phase 1 Annex B as of the Phase 1 Effective Time, (iv) the Fair Market Value of the applicable Investment Assets listed in Phase 1 Annex A and Phase 1 Annex B as of the Phase 1 Closing Date, (v) the Existing IMR Amount as of the Phase 1 Effective Time and Transaction IMR Amount immediately after giving effect to the Phase 1 Closing, with related amortization schedules and (vi) the Phase 1 Effective Time Unreported Claims Adjustment; provided, that if the Ceding Companies fail to deliver a complete Phase 1 Closing Statement within thirty (30) days after such sixty (60) day period, the Phase 1 Estimated Settlement Statement shall be deemed to be the “Phase 1 Closing Statement” for all purposes hereunder. Following delivery (or deemed delivery) of the Phase 1 Closing Statement, in connection with Buyer’s review of the Phase 1 Closing Statement, each Ceding Company shall make available (upon Buyer’s reasonable written request to such Ceding Company and at reasonable times) to Buyer and its Representatives the Books and Records used by such Ceding Company in the preparation of the Phase 1 Closing Statement as well as reasonable access to appropriate personnel of such Ceding Company, its Affiliates and their respective Representatives involved in the preparation of the Phase 1 Closing Statement; provided, however, that the independent accountants of each Ceding Company and its Affiliates shall not be obligated to make any work papers available to Buyer unless and until Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.
Sample 1
Phase 1 Closing. At the Phase 1 Closing, the Deposit shall not be released from Escrow and credited against the for the Phase 1 Purchase Price (Defined in Section 2.4, Payment of Purchase Price at the Closings, below).
Sample 1

Related to Phase 1 Closing

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • First Closing The First Closing shall have occurred.

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