Phase II Closing Clause Samples
The Phase II Closing clause defines the terms and conditions under which the second stage of a transaction is formally completed. Typically, this clause outlines the specific actions, deliverables, and timing required for the parties to move from the initial closing (Phase I) to the finalization of the deal in Phase II, such as the transfer of remaining assets, payment of additional consideration, or satisfaction of certain conditions precedent. By clearly delineating the requirements and procedures for the Phase II Closing, this clause ensures that both parties understand their obligations and helps prevent disputes or delays in the completion of the transaction.
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Phase II Closing. At the Phase II Closing, Sellers shall deliver to Buyers the following:
(i) an Assignment and Assumption Agreement relating to the Phase II Purchased Assets and the Phase II Assumed Liabilities duly executed by Sellers and acceptable to the SBA (the “Phase II Assignment and Assumption Agreement”);
(ii) a Software License Agreement in the form of Exhibit C hereto (the “Software License Agreement”) duly executed by CIT Group Inc.;
(iii) a transition services agreement in the form of Exhibit D hereto (the “Transition Services Agreement”) duly executed by Sellers;
(iv) an assignment of the SBA License evidenced by a notification from the SBA that it will not object to the transfer of the Small Business Lending Company lending authority (the “SBA License Assignment”);
(v) a Guarantee of CIT Group Inc. in the form of Exhibit H hereto (the “Guarantee”) duly executed by CIT Group Inc.;
(vi) a Seller Closing Certificate;
(vii) a FIRPTA Certificate;
(viii) 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 II Transferred Loans;
(ix) custody of the Whole Loan Files and the Participant Loan Files relating to the Phase II Transferred Loans pursuant to the Custodial Agreement, it being understood that possession of the Whole Loan Files for all Phase II Transferred Whole Loans and Phase II Transferred Participated Loans and the Participant Loan Files for all Phase II Transferred Participant Loans by the Custodian as of the Phase II Closing pursuant to and in accordance with the Custodial Agreement shall fully satisfy Sellers’ obligations under this Section 3.02(b)(ix) with respect to the delivery of such Whole Loan Files and Participant Loan Files to the Applicable Buyer.
(x) with respect to each Phase II Transferred Loan, the following in blank form and 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 ...
Phase II Closing. The Purchaser will, and will cause its Affiliates to, in good faith use reasonable best efforts to form and capitalize Designated Affiliates under the laws of the People’s Republic of China in each of ▇▇▇▇ ▇▇▇▇ and Wuxi and to obtain all Governmental Authorizations and other licenses and permits in the People’s Republic of China reasonably required for such Designated Affiliates to acquire the components of the Business and the Purchased Assets relating to conduct of the Business in the People’s Republic of China from and after the Phase II Closing (the “China Formation Requirements”). The Seller will, and will cause its Affiliates to, cooperate in good faith with the Purchaser and its applicable Designated Affiliates in connection the Purchaser’s obligations under this Section 5.19.
Phase II Closing. The LG&E Parties have informed Big Rivers that they believe that, prior to the date hereof, the LG&E Parties received all applicable approvals from the FERC that were required from that commission for the Phase II Effective Date and the consummation by the LG&E Parties of the transactions contemplated in the Phase II Agreements. At the Closing, as a condition precedent thereto, the LG&E Parties will certify to Big Rivers as to their receipt of those FERC approvals pursuant to the Certificate to be delivered in accordance with Section 4.4.11 of the New Participation Agreement. In light of the LG&E Parties' belief, and assuming delivery of the foregoing Certificate, the Parties agree to proceed to consummate the transactions contemplated in the Phase II Agreements as of the Effective Date (upon the satisfaction of the other conditions precedent to the Phase II Effective Date), rather than the transactions contemplated in the Phase I Agreements.
Phase II Closing. Buyer shall purchase each Phase II Property from Seller as soon as the Asserted Defect for that Phase II Property is cured but in no event after November 7, 2006. The date or dates on which each such Phase II Property is purchased by Buyer from Seller shall be the Phase II Closing Date for that Property. If the Asserted Defect with respect to the Phase II Property is not cured by November 7, 2006 and Buyer has not agreed to purchase the Phase II Property without curative, then such Phase II Property shall automatically be removed from the sale and transactions contemplated by the PSA and herby and the Parties shall have no further obligations to each other with respect to such Property.
Phase II Closing. The obligation of the Purchaser to consummate the Phase II Closing and the other transactions contemplated by this Agreement in connection therewith is subject to the satisfaction, on or before the Phase II Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
Phase II Closing. If Buyer exercises its option to purchase the Phase II Property, the purchase and sale of the Phase II Property shall be closed at the Title Company on a date determined in accordance with the provisions of Section 2(b) above. If Buyer exercises its right of first refusal to purchase the Phase II Property, closing shall occur within sixty (60) days of the date on which Buyer exercises such right. At each Closing, ▇▇▇▇▇ and Seller shall deliver such written instructions to the Title Company as may be necessary to complete the transactions contemplated by this Agreement.
Phase II Closing. The Transferor and the Transferee shall complete the closing of the remaining Overseas Target Shares by e-mail confirmation within five (5) working days after the Transferee or its Designated Party pays all the Remaining Price (the "Phase II Closing"; the date when the Phase II Closing is made shall be referred to as "Phase II Closing Date"). The Overseas Target Shares corresponding to the Phase II Closing (the "Shares for Phase II Closing") are the total number of closed shares minus the number of 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 II Closing and a updated Register of Shareholders of the Company (original or scanned) within 10 working days after the Phase II Closing Date. The remaining Domestic Target Shares shall be handled according to the provisions of the Share Purchase Agreement. The resignation of the two directors appointed by the Transferor and the appointment of the two directors of the Transferee shall be determined in accordance with the Share Purchase Agreement. For the avoidance of doubt, the Transferee shall have the right to appoint two new directors in accordance with the Share Purchase Agreement only after both the Phase I Closing and the Phase II Closing are completed.
Phase II Closing. The obligation of the Purchaser to consummate the Phase II Closing and the other transactions contemplated by this Agreement in connection therewith is subject to the satisfaction, on or before the Phase II Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (xxiii) Accuracy of Representations and Warranties. The Seller’s Fundamental Representations and Warranties relating to the Phase II Business or the Phase II Closing shall be true and correct (except for de minimis inaccuracies) as of the date hereof and as of the Phase II Closing Date as though made on such date. The representations and warranties of the Seller contained in this Agreement relating to the Phase II Business or the Phase II Closing other than the Seller’s Fundamental Representations and Warranties shall be true and correct as of the date hereof and as of the Phase II Closing Date as though made on such date (except in each case for such representations and warranties that are made as of a specific date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct (without regard for any “material,” “Material Adverse Effect” or similar qualifications therein) would not, individually or in the aggregate, constitute a Material Adverse Effect; (xxiv)
Phase II Closing. The closing of the purchase and sale of the Working Interest in Phase II (the “Phase II 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 a mutually acceptable date within three (3) business days following delivery of the Company’s exercise notice in accordance with Section 4.1(c), above. At the Phase II Closing:
Phase II Closing. The Phase II Closing shall occur on a date mutually agreed upon in writing by USW, ATI, and WMC that shall be a Business Day no later than the twentieth (20th) Business Day following satisfaction of all conditions to the Phase II Closing and the first to occur of the following:
(i) Receipt of Partial MFJ Relief;
(ii) The written agreement of USW, ATI, and WMC to commence Phase II;
(iii) Ninety (90) days following written notice provided by ATI to USW and WMC that ATI elects to exercise its right under this SECTION 6.3(c)(iii) to cause Phase II to be
(iv) The fourth anniversary of the Effective Date.