Phase I Closing. The obligation of the Purchaser to consummate the Phase I Closing and the other transactions contemplated by this Agreement in connection therewith is subject to the satisfaction, on or before the Phase I Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (xv)
Phase I Closing. Special Provisions relating to the San Diego Cellular Property and the Tucson Cellular Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 4.4 Independent Third Party Verification . . . . . . . . . . . . . . . . 71 4.5 Initial Phase II Asset Percentages . . . . . . . . . . . . . . . . . 72 4.6
Phase I Closing. The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Phase I Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Phase I Closing, of each of the following conditions:
(i) The General Seller Representations, the Property Holdings Representations and the Trust Representations shall be true and correct in all respects as of the Phase I Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Phase I Transferred Interests as of the Phase I Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.
(ii) The Applicable Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by them prior to or on the Phase I Closing Date.
(iii) The Applicable Sellers shall have delivered to Buyers duly executed counterparts of the Phase I Assignment and Assumption Agreement and such other documents and deliveries set forth in Section 3.02(a).
(iv) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Phase I Closing Date and signed by a duly authorized officer of Sellers, that each of the conditions set forth in Section 7.02(a)(i) and Section 7.02(a)(ii) have been satisfied.
(v) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that each Applicable Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by such Applicable Seller.
Phase I Closing. On the premise that the shareholders' meeting of Phoenix TV approves this Agreement and the matters hereunder after deliberation, the Transferor and the Transferee shall complete the closing (the “Phase I Closing”; the date when the Phase I Closing is made shall be referred to as “Phase I Closing Date”) of the Overseas Target Shares corresponding to the Phase I Consideration plus the deposit (the "First Amount Received by the Transferor") by e-mail confirmation within five (5) working days after the Transferee or its Designated Party pays the Transferor all the Phase I Consideration and the Deposit of Remaining Price. The number of shares corresponding to the Phase I Closing is as follows: 27,639,580 Series B Preferred Shares and 67,163,172 Series C Preferred Shares (the "Shares for Phase I Closing"). The Parties shall use their commercially reasonable efforts to cooperate with the Company in providing the Transferee with a share certificate stating the number of the Shares for Phase I Closing and an updated Register of Shareholders of the Company (original or scanned) within 10 working days after the Phase I Closing Date. The Transferor shall cause the Domestic Transferor to sign a relevant domestic equity transfer agreement according to the provisions of Article 2.5 of the Share Purchase Agreement within a reasonable time limit notified in writing by the Transferee, transferring a corresponding proportion of the Domestic Target Shares to the Transferee's Designated Party, if the Transferee requests so in writing.
Phase I Closing. The closing of the purchase and sale of the Working Interest in Phase I (the “Phase I Closing”) shall be held at the offices of the Company (or by delivery of closing documents and items by email, facsimile, or overnight courier, and delivery of closing funds by wire transfer) on the date which shall be ten (10) business days following delivery of the Company’s exercise notice in accordance with Section 2.3, above. At Phase I Closing:
Phase I Closing. Immediately upon the execution of this Agreement, or --------------- at such other time as the parties may agree (the "Phase I Closing Date"), the Company shall deliver to Purchasers certificates for the Shares being purchased by each Purchaser on the Phase I Closing Date as set forth on Exhibit A, --------- registered in the name of each such Purchaser, and each Purchaser shall pay to the Company the respective Purchase Price for the Shares as set forth on Exhibit A by wire transfer, certified check or other method --------- acceptable to the Company. Upon receipt of the Purchase Price to be paid on the Phase I Closing Date, the Company agrees to pay to Gotham Bay Partners, LLC investment advisory fees representing 6.5% of the Purchase Price received on the Phase I Closing Date.
Phase I Closing. (a) At the Phase I Closing, USW and ATI each shall be responsible for having increased the Net Asset Value of their respective Phase II Assets (and with respect to ATI, New Par) by an amount equal to the proforma increase in Net Asset Value determined in accordance with Schedule 4.2A (with respect to USW) or Schedules 4.2B and 4.2C (with respect to ATI) for the Phase I Closing.
(i) If there is no date on Schedules 4.2A, 4.2B or 4.2C that is the same as the Phase I Closing Date, the proforma increase in Net Asset Value shall be determined by interpolating on a straight line basis the amounts on Schedules 4.2A, 4.2B or 4.2C from the last date preceding and first date subsequent to the Phase I Closing.
(ii) The appropriate assumption regarding ATI's ownership of New Par shall be taken into account for purposes of determining ATI's proforma increase in Net Asset Value (as set forth on Schedules 4.2B and 4.2C). As long as the New Par Determination Date has not occurred at the time of the Phase I Closing, ATI's pro forma increase in Net Asset Value shall be determined by taking 50% of the pro forma increase in Net Asset Value for New Par (as set forth on Schedule 4.2C) into account.
(iii) As an example, if the Phase I Closing occurs on September 30, 1995 and, assuming that no New Par Determination Date shall have occurred as of such date, the proforma increase in Net Asset Value for USW shall be $302,760,000 and the pro forma increase in Net Asset Value for ATI shall be $466,888,500 (computed as the sum of $381,793,000 from Schedule 4.2B and $85,095,500 from Schedule 4.2C).
(iv) The parties acknowledge and agree that the intent of the provisions of this Article 4 is for the parties to increase the Net Asset Value of their Phase II Assets and New Par Assets in the ordinary course of business and primarily through capital expenditures, and for neither party to be able to obtain any benefit with respect to WMC or the other party from an artificial increase in the Net Asset Value of their Phase II Assets or New Par Assets.
(b) Within forty-five (45) business days after the Phase I Closing Date, each Party's change in Net Asset Value from May 31, 1994 to the Phase I Closing Date shall be calculated. To the extent that ATI's or USW's change in Net Asset Value from May 31, 1994 to the Phase I Closing Date is greater than or less than such Party's proforma increase in Net Asset Value from May 31, 1994 to the Phase I Closing Date shown on Schedule 4.2A or Schedules 4.2B ...
Phase I Closing. The Phase I Closing shall occur on a date mutually agreed on in writing by USW, ATI and WMC that shall be a Business Day no later than the twentieth (20th) Business Day following the receipt of the Authorizations described in SECTIONS 6.2(a)(i) and 6.2(a)(ii) hereof.
Phase I Closing. At the Phase I Closing, Sellers shall deliver to Buyers the following:
(i) an assignment and assumption agreement in the form of Exhibit B hereto (an “Assignment and Assumption Agreement”) relating to the Phase I Purchased Assets and the Phase I Assumed Liabilities duly executed by the Applicable Sellers (the “Phase I Assignment and Assumption Agreement”);
(ii) a Seller Closing Certificate;
(iii) a FIRPTA Certificate;
(iv) a power of attorney substantially in the form attached hereto as Exhibit E authorizing Buyers to file UCC-3 assignments and other similar instruments in the applicable jurisdictions in order to evidence the assignment of the security interests, liens and encumbrances created by the Security Documents relating to the Phase I Transferred Loans;
(v) with respect to each Phase I Transferred Loan, the following in blank form and in substance acceptable for recording: (a) an original endorsement of the Note from the last endorsee to blank; provided, that any such endorsement may be contained on an allonge, if state law so allows; (b) an original assignment of Mortgage; (c) an original assignment of the assignment of leases and rents (if such item is a document separate from the Mortgage); (d) an original assignment of the UCC-1 financing statement, if any; (e) for REO Property, an original assignment of the recorded special or limited warranty deed or equivalent instrument in recordable form sufficient under the laws of the jurisdiction in which the related REO Property is located with the Applicable Seller, as grantor, and the Applicable Buyer, as grantee; and (f) limited power of attorney granting Buyer authorization to take certain customary actions on behalf of Sellers;
(vi) cash in any collateral, suspense, escrow or similar accounts of the Applicable Seller relating to the Phase I Transferred Loans or the assignment of such accounts to Buyers and any other Collateral relating to the Phase I Transferred Loans not covered by Sections 3.02(a)(i) through (a)(v) above that is in the possession of the Applicable Seller as of the Phase I Closing Date, in each case to the extent that the Unpaid Principal Balance of the relevant Transferred Interest has not been reduced by the amount of such cash or other Collateral, or the Interest-Paid-Through-Date has not been affected by the application of such cash or other Collateral, at any time prior to the Phase I Cut-Off Time (it being understood that any Collateral located on or affixed to any REO Prop...
Phase I Closing. The obligations of each party to consummate the transactions contemplated by this Agreement to occur at the Phase I Closing shall be subject to the fulfillment, at or prior to the Phase I Closing, of each of the following conditions:
(i) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement to occur at the Phase I Closing illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of such transactions to be rescinded following completion thereof.
