Preliminary Closing. Balance Sheet The Seller shall have delivered to the Purchaser the Preliminary Closing Balance Sheet.
Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx, xx Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur
Preliminary Closing. On or before 1:00 p.m., Orlando, Florida time, on November 14, 2018, or at such other date and time as may be mutually agreed upon by the Agency and Lender (the “Preliminary Closing Date”), this Agreement shall be executed and delivered and (A) the Lender shall have received: (i) a duly executed original counterpart of this Agreement, (ii) certified copies of the CRA Ordinance and the Bond Resolution, (iii) evidence of ratings on Parity Obligations that will remain outstanding after the Final Closing Date, (iv) an opinion of counsel to the Agency in substantially the form attached hereto as Exhibit E, and (v) a Certificate of the Agency in substantially the form attached hereto as Exhibit I and (B) simultaneously therewith there shall be delivered to the Agency: (i) a duly executed original counterpart of this Agreement, (ii) an original of the Investor Letter in the form attached hereto as Exhibit A signed by an authorized representative of the Lender, (iii) an Incumbency Certificate of the Lender, and (iv) a Disclosure Letter and Truth-in-Bonding Statement dated the Preliminary Closing Date in accordance with Section 218.385, Florida Statutes, in the form attached hereto as Exhibit C (all of the foregoing actions in (A) and (B) are herein referred to collectively as the “Preliminary Closing”). The Preliminary Closing shall take place at Orlando City Hall, or such other place as shall have been mutually agreed upon by the Agency and Lender. Assuming the Preliminary Closing is completed in accordance with the provisions of this Agreement then, subject to the provisions of this Agreement, the Lender shall be obligated to purchase the Series 2019A Bonds and pay the purchase price in the amount of $57,351,000 (the “Purchase Price”) and the Agency shall be obligated to issue and deliver the Series 2019A Bonds on the Final Closing Date.
Preliminary Closing. In order to effectuate the transactions contemplated herein, at the Preliminary Closing (as defined herein) the parties hereto shall execute an escrow agreement (the "Escrow Agreement") in the form of Exhibit 1.5 annexed hereto. Subject to the terms and conditions of Section 8.1 hereof, on the later of (i) December 31, 1997 and (ii) within three (3) business days following the satisfaction of the conditions set forth in Sections 7.2(a) and 7.3 (a) a preliminary closing shall occur (the "Preliminary Closing") at which the following shall take place:
Preliminary Closing. 2 (b) Final Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (c)
Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx, xx Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur simultaneously with the execution and delivery of the underwriting agreement ("Underwriting Agreement") relating to the purchase by underwriters of shares of Parent Common Stock for resale to the public in connection with the IPO (defined in Section 1.5). At the Preliminary Closing the following deliveries will be made to an exchange agent selected by Parent and reasonably acceptable to the Shareholders (the "Exchange Agent") to be held by such Agent in escrow pending disposition in accordance with Section 1.4(b) below: (i) the Shareholders will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.1 below (except that only the original documents referred to in Section 4.1(m)(ii) need be delivered) and the instrument required to transfer title under the Real Estate Purchase Agreement, (ii) Parent will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.2 below, and (iii) each Shareholder will deliver certificates representing such Shareholder's shares of Company Common Stock together with completed (but undated) stock powers transferring the shares to Parent duly executed by such Shareholder and with signature guaranteed by an eligible guarantor institution pursuant to any medallion signature guarantee program (collectively, the "Stock Certificates"). Each of such certificates, instruments, and documents to be delivered in accordance with clauses (i) and (ii) that are to be executed by the parties will be fully executed, but dated in blank, except that the certificates to be delivered in accordance with Section 4.1(a), 4.1(b), 4.2(a) and 4.2(b) and the instrument required to transfer title under the Real Estate Purchase Agreement shall be dated the Preliminary Closing Date.
Preliminary Closing. AGENDA This preliminary closing agenda contains the documents delivered in connection with a third amendment to credit facility provided to Moog Inc. Stock Employee Compensation Trust (the "Borrower"), by Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania) (the "Bank"). No. LOAN DOCUMENTS Responsible Party 1. Third Amendment to Credit Agreement, by and between the Borrower and the Bank (the "Amendment"), as consented to by Moog Inc., a New York corporation (the "Guarantor"). Bank Annex 1 – Amended Credit Agreement. Bank Annex 2 – Preliminary Closing Agenda. Bank Exhibit A – Amended Exhibit 2.3.1 to Credit Agreement – Form of Revolving Credit Loan Request. Bank 2. Amended Schedules to the Credit Agreement, if needed and as applicable. Borrower ORGANIZATIONAL DOCUMENTS Borrower 3. Certificate of the Trustee of the Trust as to (i) resolutions of the Administrative Committee of the Trust authorizing the Trust to enter into the Amendment, (ii) incumbency and (iii) no amendments to the Trust Agreement of the Trust. Borrower ANNEX 1 268139687 $35,000,000.00 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and between MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST and CITIZENS BANK, N.A. OF PENNSYLVANIA Dated July 26, 2018
Preliminary Closing. The Preliminary Closing shall take place, by exchange of documents, as of the date of this Amendment, and Preliminary Schedule 1.1(a) shall be delivered at this time.
Preliminary Closing. The preliminary closing in respect of each Advance Notice (each, a “Preliminary Closing”) shall take place on as soon as practicable on or after each Advance Notice Date in accordance with the procedures set forth below. In connection with each Preliminary Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:
Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, Kori Xxxeement and Plan of Merger//Page 1 10 White, Willxxxx & Xartxx, xx Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur simultaneously with the execution and delivery of the underwriting agreement ("Underwriting Agreement") relating to the purchase by the underwriters of shares of Parent Common Stock for resale to the public in connection with the IPO (defined in Section 1.5). At the Preliminary Closing the following deliveries will be made to the Exchange Agent (defined in Section 1.7) to be held by such Agent in escrow pending disposition in accordance with Section 1.2(b) below: (i) the Shareholders will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.1 below (except that only the original documents referred to in Section 4.1(m)(ii) need be delivered), (ii) Parent will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.2 below, and (iii) Parent will make the deliveries contemplated by Section 1.3(a). Each of such certificates, instruments, and documents to be delivered in accordance with clauses (i) and (ii) that are to be executed by the parties will be fully executed, but dated in blank, except that the certificates to be delivered in accordance with Section 4.1(a), 4.1(b), 4.2(a) and 4.2(b) shall be dated the Preliminary Closing Date.
