The Closing Sample Clauses

The Closing. Unless this Agreement has been terminated and the transactions herein abandoned pursuant to Article VII, the Closing shall (subject to Sections 6.1 and 6.2 of this Agreement) be held at the offices of Xxxxxxx & Xxxxxxxx Ltd., 000 Xxxx Xxxxxx Xxxxx, Suite 2800, Chicago, Illinois 60601, or such other location as the parties may mutually agree, at 10:00 a.m. Chicago, Illinois time on the later to occur of (i) August 5, 2005, or (ii) as soon as reasonably practical following the day on which all of the conditions to Closing set forth in Sections 6.1 and 6.2 of this Agreement have been satisfied or waived (other than the conditions that by their nature cannot be satisfied until the Closing, but subject to all such conditions having been satisfied or waived at the time of the Closing), or such other time and date as the parties hereto may mutually agree. . The Sellers shall be liable for and shall hold the Purchaser harmless against all Conveyance Taxes (other than Sales Taxes) that may become due and payable in connection with the transactions contemplated by this Agreement, and Sellers shall file all required change of ownership and similar statements. Purchaser shall be liable for and shall hold the Sellers harmless against all Sales Taxes that may become due and payable in connection with the transactions contemplated by this Agreement. Sellers, after the review and consent by Purchaser (such consent not to be unreasonably withheld or delayed), shall file such applications and documents as shall permit any such Conveyance Taxes (including any Sales Taxes) to be assessed and paid on or prior to the Closing in accordance with any available pre-sale filing procedure. Purchaser shall execute and deliver all instruments and certificates necessary to enable Sellers to comply with the foregoing. Purchaser shall complete and execute any applicable resale or other exemption certificates with respect to the Purchased Assets, and shall provide Sellers with executed copies thereof. The parties hereto shall cooperate to minimize or eliminate any and all Conveyance Taxes that may result from the transactions contemplated by this Agreement. Purchaser, after notice to and consent by Sellers (such consent not to be unreasonably withheld or delayed), shall withhold and deduct any amounts required under applicable law to be withheld and deducted by Purchaser from the Purchase Price in respect of Taxes and shall remit such amounts to the appropriate Governmental Entity on a tim...

The Closing. (a) The closing of the issuance, sale and purchase of the Debentures (the "Closing") shall take place on June 11, 1998, at the offices of Artex & Xaddxx, XXP, 1717 Xxxx Xxxxxx, Xxx. 0000, Xxxxxx, Xxxxx xx 10:00 a.m., local time. (b) At the Closing, (x) the Company shall deliver to the Purchasers the Debentures in the aggregate principal amount of $6,000,000, and (y) the Purchasers shall deliver to the Company, by direct payment to Avantel at the direction of the Company, $250,000 of the New Advance. In addition, at the Closing, the Purchasers shall deliver a statement of the Estimated Expense Reimbursement Fee (which is expected to be approximately $35,000), which sum shall be deemed advanced by the Purchasers to the Company as part of the New Advance at the Closing. From time to time after the Closing, the Purchasers shall advance to the Company the remaining portion of the New Advance not advanced (or deemed advanced) at the Closing, upon receipt of written request thereof from the Company, provided no Default or Event of Default then exists. The Company and the Purchasers hereby agree that notwithstanding the $6,000,000 aggregate stated principal balance of the Debentures issued at the Closing, interest shall only accrue on the New Advance from the various dates the proceeds thereof are advanced (or deemed advanced) to the Company in accordance with the terms of this Agreement. (c) In addition to the deliveries specified in subsection (b) above, at the Closing the Company shall deliver to the Purchasers the Closing Shares, and the Purchasers shall deliver to the Company $24 in the aggregate, representing the purchase price of the Closing Shares. (d) If at the Closing any of the conditions specified in Section 7 to be fulfilled at or prior to the Closing shall not have been fulfilled, each of the Purchasers shall, at its election, be relieved of all of its obligations under this Agreement to be performed at the Closing without thereby waiving any other rights such Purchaser may have by reason of such failure or such nonfulfillment. (e) Immediately preceding the Closing the Purchasers shall deliver to the Company a Schedule setting forth the allocation among the Purchasers of the Debentures and Closing Shares to be acquired pursuant to the terms hereof.

The Closing. (a) The consummation of the transactions contemplated hereby (the "Closing") shall occur at the offices of Xxxxxx Xxxxxx Xxxxx Xxxxxxxx, counsel to the Company, at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 a.m. local time on the date the conditions to the Closing set forth in Sections 5(c), (d) and (e) are satisfied or waived or such other time and date as may be agreed by the parties (the "Closing Date"). (b) At the Closing, each of the Investors shall direct in writing the Property Trustee, as its agent, to (i) instruct The Depository Trust Company ("DTC") to reduce the amount of outstanding Preferred Securities electronically registered with DTC by the amount of the Exchanged Preferred (the "DTC Reduction"), and to modify the terms of the Remaining Preferred Securities registered electronically with DTC to reflect the terms of the Revised Certificate representing the Remaining Preferred Securities issued pursuant to Section 3(b) hereof; and (ii) surrender to the Trust the certificates representing the Exchanged Preferred, on behalf of each such Investor, duly endorsed or assigned in blank; and each Investor shall deliver to the Property Trustee an assignment of its PIK Distribution; and immediately thereafter, the Property Trustee will (and will be directed by the Investors to) surrender the Exchanged Debentures and assign the PIK Interest, on behalf of the Trust and each Investor, to the Company; and upon receipt by the Company of such Exchanged Debentures and the PIK Interest, the Company shall authorize its transfer agent to issue to each Investor one or more stock certificates (the "Stock Certificates") registered in the name of such Investor or its custodial designee representing the number of shares of Common Stock to be issued to such Investor upon consummation of the Preferred Securities Exchange and the PIK Exchange with fractional shares from each of the Preferred Securities Exchange and the PIK Exchange combined and rounded to the nearest whole share (as set forth opposite such Investor's name on Schedule A). Immediately following the consummation of the Preferred Securities Exchange and the PIK Exchange, the Trust and the Company, as the case may be, will issue the Revised Certificate as contemplated by Section 3(b) hereof. (c) The respective obligations of the Company, the Trust and the Investors to complete the transaction contemplated hereby at the Closing shall be subject to the satisfaction of the following conditions: (i)...

The Closing. The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

The Closing. The time and date of closing and delivery of the documents required to be delivered to the Placement Agent pursuant to Sections 5 and 7 hereof shall be at 11:00 A.M., New York time, on or about ________, 2017 (the “Closing Date”) at the office of Exxxxxxx Gxxxxxxx & Schole LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

The Closing. The sale and purchase of the Receivables shall take place at a closing at a place, on a date and at a time mutually agreeable to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and Servicing Agreement and (b) the Indenture.

The Closing. The sale and purchase of the Receivables shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, on the Closing Date at a time mutually agreeable to the Seller and Ally Auto, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer Agreements.

The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1. (b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto. (c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute...

The Closing. The execution and delivery of the Transaction Documents (the “Closing”) shall occur at the offices of Company at 10:00 a.m. (local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.

The Closing. The closing (the “Closing”) of the transactions contemplated hereby shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. (New York City time) on , 20 , or at such other time or place as the parties shall agree.