RECISION POST CLOSING DATE Sample Clauses

RECISION POST CLOSING DATE. The parties recognize and agree that MIS is (a) undergoing an audit by its independent certified accountants, and (b) required as a material inducement to VPC to enter into this transaction to obtained, either through a debt or equity offering, on terms agreeable to VPC a minimum of $3,000,000.00 for the purpose of providing MIS with at least $1,000,000.00 of working capital and at least $2,000,000 for acquisitions, joint ventures and strategic alliances (hereinafter the "Capital Raise"). If, for whatever reason, MIS is deemed to be unauditable by such accountants or if during the course of the audit a matter is revealed or discovered which could, in the good faith opinion of VPC, have a material adverse affect on MIS or VPC or if MIS is unable to obtain then on terms agreeable to VPC the Capital Raise within 60 days of the Closing Date then, in such event, VPC shall have the right, in its sole and absolute discretion to rescind this transaction by providing written notice to MIS at any time subsequent to six (6) months from the Closing Date but no later than nine (9) months from the Closing Date. If notice is provided, the Transactions will be rescinded, unless otherwise agreed, within thirty (30) days of the receipt of such notice. If the transaction is rescinded in accordance with this provision, VPC shall transfer all the stock of the Surviving Corporation to VPC Merger Shareholders in exchange for any and all consideration paid to the Shareholders in connection with this Agreement. Thereafter, all rights, duties and obligations of the parties shall terminate and this Agreement shall be null and void with no further force or effect except that MIS shall be required to pay VPC a recission fee of $500,000 and shall forgive any debt or other obligations VPC and/or any VPC Stockholder may have to MIS.
Sample 1
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RECISION POST CLOSING DATE. (a) Due to the material nature of this transaction, the Company is required to undergo an audit by independent certified accountants. If, for whatever reason, the Company is deemed to be unauditable by such accountants or if during the course of the audit a matter is revealed or discovered which could, in the good faith opinion of MIOA, have a material adverse affect on MIOA, the Holding Corp or the Surviving Corporation then, in such event, MIOA shall have the right, in its sole and absolute discretion to rescind this transaction by providing written notice to the Shareholders. Such notice must be given no later than May 15. If the transaction is rescinded in accordance with this provision, MIOA shall transfer all the stock of the Surviving Corporation to Shareholders in exchange for any and all consideration paid to the Shareholders in connection with this Agreement. Thereafter, all rights, duties and obligations of the parties shall terminate and this Agreement shall be null and void with no further force or effect.
Sample 1

Related to RECISION POST CLOSING DATE

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • 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:

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

  • Final Closing Statement During the thirty (30) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures discussed during prior conversations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement reflecting such decisions. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller's independent auditors incurred in connection with the procedures performed with respect to the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer's independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be borne by Buyer. As used in this Agreement, the term "Final Closing Statement" shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by the Closing Statement Arbitrator.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Certain Post Closing Matters (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:

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

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