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Pre Closing and Closing Sample Clauses

Pre Closing and Closing. 4 4.1 Pre-Closing............................................................................. 4 4.2 Closing................................................................................. 4 4.3 No Assurances........................................................................... 5 5.
Pre Closing and Closing. On or before August 15, 2008 for Assignor and August 20, 2008 for Assignee, each party will deliver to Xxxxx XxXxxx Xxxxxxx Moot & Xxxxxx ("XXXXX XXXXXX") two originals of this Agreement signed by the party. Xxxxx XxXxxx will hold such Agreements until the Closing. Xxxxx XxXxxx will notify all parties upon its receipts of the originally signed Agreements. This Agreement will close (the "CLOSING") on the condition that all conditions precedent are met, on December 15, 2008 ("CLOSING DATE"). Assignee may extend the closing date to January 15, 2009 by providing written notice to Assignor, at which time an additional US$100,000 of the deposit becomes non-refundable. Additionally, the parties may mutually agree to close this Agreement prior to December 15, 2008. The Closing will be at the offices of Xxxxx XxXxxx, San Diego, California, or another location mutually acceptable to the parties.
Pre Closing and Closing. Upon the terms and subject to the conditions set forth in this Agreement: (a) The parties shall prepare for the consummation of the transactions contemplated herein in both the United States and the PRC (each, a "Pre-Closing"). The parties shall conduct a United States Pre-Closing in the offices of Xxxxx & XxXxxxxx, Two Embarcadero Center, 24th Floor, San Francisco, California, and a PRC Pre-Closing in the offices of the Xxx Xx Law Offices, China Resources Xxxxxxxx, 00xx Xxxxx, 0 Xxxxxxxxxxxxx Xxx., Beijing. At each Pre-Closing, the parties shall deliver or cause to be delivered all of the instruments as more fully described in Section 5.2 and Section 5.3, to be held in escrow pending the Closing. (b) The consummation of the transactions contemplated herein (the "Closing"), shall be deemed to have taken place and shall be deemed to be effective at 12:01 a.m., Tianjin (PRC) time, on the first business day after which all of the conditions precedent to Closing as set forth in Article 6 and Article 7 hereof have been fulfilled or waived and both of the Pre-Closings described in subsection (a) above have been completed (the "Closing Date").
Pre Closing and Closing. 7.1 To effect the transfer of legal title to the Pxxxxx Shares from the Seller to the Buyer, the Seller, AR Investment Company and the Buyer shall provide each other with the documents set forth in this Article 7 and such other and further documents as may be required by all relevant Saudi Arabian governmental authorities or any relevant third party. To ensure that the transfer of legal title to the Pxxxxx Shares is effected as soon as practicable, the Seller further agrees to execute and/or deliver such other and further documents and to take such other and further action (without further inducement or consideration) as may be reasonably required of the Seller by a Saudi Arabian governmental authority or any relevant third party to effect transfer of legal title to the Shares. 7.2 On or before the date of this Agreement, the Seller shall provide the Buyer with the following documents, each duly authenticated and certified for use in Saudi Arabia: (a) Resolutions of the Seller’s Board of Directors or other competent corporate body authorizing the Seller to sell the shares to the Buyer and appointing a legal representative(s) to sign the required documentation on behalf of the Seller; (b) A copy of the Limited Liability Company Agreement (and any amendments thereto) of the Seller; (c) The Certificate of Formation of the Seller; and (d) a duly executed and irrevocable special power of attorney from the Seller (i) in favor of the designees of the Buyer, (ii) substantially in the form of Exhibit A attached hereto and (iii) authorizing the designees of the Buyer to take all required action on behalf of the Seller to transfer legal title to the Pxxxxx Shares to the Buyer. 7.3 On or before the date of this Agreement, each of the Buyer and AR Investment Company shall provide the Seller with the following documents, each duly authenticated by the Chamber of Commerce and Industry in Dammam: (a) The Certificate of Registration of the Buyer and of AR Investment Company; (b) A copy of the Articles of Association of the Buyer; (c) Resolutions of the Buyer’s competent corporate body authorizing the Buyer to purchase the Pxxxxx Shares from the Seller and appointing a legal representative(s) to sign the required documentation on behalf of the Buyer; (d) Resolutions of the partners of AR Investment Company expressly consenting to the sale of the Pxxxxx Shares to the Buyer and waiving any preemptive rights that may be exercised by it pursuant to the Articles of Association o...
Pre Closing and ClosingIn accordance with ----------------------- Section
Pre Closing and ClosingThe Pre-Closing shall take place at the offices of the Escrow Agent on December 21, 2001 or at such other time and place as the Parties hereto may mutually agree. At the Pre-Closing the parties shall execute the Escrow Agreement, a copy of which is attached hereto as SCHEDULE 2.
Pre Closing and Closing 

Related to Pre Closing and Closing

  • CLOSING AND CLOSING DATE 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, 00 Xxxxx Strexx, Boston, Xxxxxxxxxxxxx, xx xx xxxx xxxxx xxxxe as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & Xx. (the "Acxxxxxxx Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing and Closing Documents 10 4.1 Closing............................................................. 10 4.2 Contributor's Deliveries............................................ 10 4.3

  • 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.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • First Closing The First Closing shall have occurred.

  • Second Closing (1) Subject to the satisfaction (or, where permissible, waiver) of the conditions to closing set forth in Section 1.2(d), the second closing (the “Second Closing”) shall take place at a time and date as shall be agreed upon by the parties hereto, but in no event later than the third business day after the date of satisfaction or waiver of the last of the conditions specified in Section 1.2(d), at the offices of Xxxxxxx Spidi & Xxxxx, PC, 0000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or such other date or location as agreed by the parties in writing. The date of the Second Closing is referred to as the “Second Closing Date.” (2) Subject to the satisfaction of the conditions described in Section 1.2(d), at the Second Closing, the Company will deliver to the Investor (i) one or more certificates bearing the appropriate legends herein provided for and free and clear of all Liens representing _________ shares of Series B Preferred Stock against payment by the Investor of $_________ (the “Second Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”) by wire transfer of immediately available United States funds to a bank account designated by the Company; provided, that if the Second Common Shares, together with the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the “Conversion Shares”) would cause the Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that the Investor will not be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.