Termination Closing Sample Clauses

Termination Closing. In addition to the performance by Maintenance Contractor of the requirements set forth in the Maintenance Transition Plan, on the effective date of the termination of this Capital Maintenance Agreement or upon expiration of a Maintenance Term without extension thereof by TxDOT, Maintenance Contractor shall deliver to TxDOT: (a) Any reports then required to be delivered pursuant to the Maintenance Transition Plan or otherwise required by the CMA Documents; (b) Subcontracts and other agreements which TxDOT agrees in writing to assume in accordance with Section 14.4; and (c) Possession and control of the Project in the condition Maintenance Contractor is required to maintain at that time under this Capital Maintenance Agreement.
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Termination Closing. In addition to the performance by DB Contractor of the requirements set forth in the Maintenance Transition Plan, on the effective date of the termination of this CMA, DB Contractor shall deliver to TxDOT: (a) Any reports then required to be delivered pursuant to the Maintenance Transition Plan or otherwise required by the CMA Documents; (b) Subcontracts and other agreements that TxDOT agrees, in writing, to assume in accordance with Section 14.4; and (c) Possession and control of the Project in the condition DB Contractor is required to maintain at that time under this CMA.
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Termination Closing. 26 14.1 Opinion of the Company's Counsel............................... 26 14.2
Sample 1
Termination Closing. The Termination Closing shall not be ------------------- subject to any conditions other than as set forth in this Section 14, and the Company shall have no obligation to make any representations or warranties as of the date of, and in connection with, the Termination Closing, except as set forth in Section 9.29. At the Termination Closing, the following shall occur:
Sample 1
Termination Closing. The closing ("TERMINATION CLOSING") of the transactions contemplated by Section 1 of this Agreement shall take place at the offices of Xxxxxxx, Savage, Kaplowitz, Wolf & Marcus, LLP, 000 X. 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 2:00 p.m. on September 28, 2004 or at such other time and place as the Parties may agree ("TERMINATION CLOSING DATE").
Sample 1
Termination Closing. 92 14.3 DB Contractor’s Responsibilities After Receipt of a Notice of Termination .............. 92 14.4
Sample 1
Termination Closing. On the Termination Closing Date, the ------------------- Company shall remake the representations and warranties contained in Sections 9.4, 9.5, 9.13, 9.19 and 9.20.
Sample 1
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Related to Termination Closing

  • Second Closing If at any time prior to December 31, 2010, the Company’s Board of Directors determines in good faith that the Company has achieved each of the milestones set forth on EXHIBIT B attached hereto, the Company shall provide written notice of such determination to the Purchasers (the “Second Closing Notice”), which notice shall not be delivered prior to June 30, 2010. The Second Closing Notice shall also set forth a date, which shall be no sooner than 5 business days and no later than 15 business days following the date of the Second Closing Notice, on which the second closing of the sale and purchase of the Shares under this Agreement (the “Second Closing”) shall take place. Following delivery of the Second Closing Notice, the Second Closing shall take place at 5:00 p.m. Pacific Time at the offices of Xxxxxx Godward Kronish LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX, 00000 on the date set forth in the Second Closing Notice, or at such other time as the Company and the Purchasers holding a majority of the Shares then issued hereunder (the “Majority Purchasers”) may mutually agree (the “Second Closing Date”). On the Second Closing Date, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a certificate representing the number of Shares to be purchased at the Second Closing by such Purchaser, as set forth on the Schedule of Purchasers, against payment of the purchase price therefor by check or wire transfer made payable to the order of the Company, cancellation or conversion of indebtedness or any combination of the foregoing. In the event that payment by a Purchaser is made, in whole or in part, by cancellation or conversion of indebtedness, then such Purchaser shall surrender to the Company for cancellation or conversion at the Second Closing any evidence of such indebtedness or shall execute an instrument of cancellation or conversion in form and substance acceptable to the Company.

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