The Closing Sample Clauses

The Closing. (a) The closing of the purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the third (3rd) Business Day following the date on which all of the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or such other date as may be agreed by the Parties; provided that in no event shall the Closing occur prior to the later of (i) the date that is thirty (30) days following the date on which the Schedule 13E-3 (as defined in Section 6.8(b) below) is first filed with the SEC and (ii) the date that is twenty (20) days following the date that such Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act (the date on which the Closing occurs, the “Closing Date”); provided, further, that if the SEC notifies any Party that the transactions contemplated hereby shall not be consummated until a later date, such later date shall, subject to the satisfaction or waiver of such conditions at the Closing, be the “Closing Date.” (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser the Sale Shares and such other deliveries by transferring the Sale Shares to the Purchaser by crediting the Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designated by the Purchaser, in each case in accordance with the instructions provided by the Purchaser or its agent in advance of the Closing, and direct the Issuer to take all necessary and desirable actions to reflect the same in its or its transfer agent’s books and records; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (A) immediately available funds by wire transfer into an account designated by the Seller in the amount of the Purchase Price payable by the Purchaser; and (B) a copy of the director resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder. (c) Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.

The Closing. The closing of the sale and purchase of the Shares pursuant to this Agreement shall take place at the offices of the Company or its counsel on the date hereof (the “Closing”). The date of the Closing is hereinafter referred to as the “Closing Date.” At the Closing, the Company shall deliver to the Purchaser through book-entry the Shares registered in the name of such Purchaser (and bearing an appropriate legend limiting transferability except in accordance with applicable securities laws and upon delivery of an opinion of counsel acceptable to the Company). The Purchaser shall pay the total Per Share Purchase Price for the Shares by wire transfer or another method acceptable to the Company. At the Closing, the Company shall have delivered to the Purchaser: (a) the Amended and Restated Certificate of Incorporation (the “Amended Articles”), certified by the Secretary of State of the State of Nevada; which shall include the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock in the form attached hereto as Exhibit A (the “Certificate of Designation”) setting forth the terms of the Preferred Stock; (b) a certificate, as of the most recent practicable date, of the Secretary of State of the State of Nevada as to the Company’s legal existence and corporate good standing; (c) the Bylaws of the Company in effect on and as of the Closing Date; (d) an opinion from counsel to the Company, dated as of the Closing Date, addressed to the Purchaser, and in customary form mutually satisfactory to the parties; (e) an executed Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”); and (f) a certificate from the Company’s Chief Executive Officer stating that each representation and warranty of the Company contained in this Agreement is true and correct in all material respects on and as of the Closing Date.

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. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place contemporaneous with or immediately following the closing of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) (A) the representations and warranties of the Comp...

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 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 [●], 2016 (the “Closing Date”) at the office of Xxxxxxxxxx Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

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) The Company agrees to sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from the Company, the number of Preferred Shares and Warrants set forth opposite such Purchaser's name on Schedule A hereto for the aggregate purchase price set forth opposite such Purchaser's name on Schedule A hereto (the "Purchase Price"). No further payment shall be required from the Purchasers for the Preferred Shares and the Warrants. (b) The closing of the purchase and sale of the Preferred Shares and the Warrants to be purchased by the Purchasers (the "Closing") will take place at the offices of Morgxx, Xxxxx & Xockxxx XXX, 101 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 A.M., New York City time, on October 4, 1996 or such other time and date as shall be mutually agreed to by the Company and the Purchasers. Such time and date are herein referred to as the "Closing Date". (c) At the Closing (i) the Company will deliver to each Purchaser (A) a certificate registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Preferred Shares set forth opposite such Purchaser's name on Schedule A hereto and (B) a certificate registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Warrants set forth opposite such Purchaser's name on Schedule A hereto, and (ii) upon each Purchaser's receipt thereof, each Purchaser will deliver to the Company by wire transfer of federal or other immediately available funds an aggregate amount equal to its respective Purchase Price. (d) The Preferred Shares and the Warrants are being sold to the Purchasers pursuant to this Purchase Agreement. The sale of Preferred Shares and Warrants to each Purchaser under the Purchase Agreement is a separate sale. No Purchaser is an indispensable party or must otherwise be joined in any action by any and/or all of the Purchasers seeking enforcement against the Company of any covenants or obligations hereunder.

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. (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...