The Closing; Closing Deliveries. If Waterton timely exercises the Option, the closing of the exercise of the Option (the “Closing”) shall take place within fifteen (15) days after the written notice of election to exercise the Option is delivered by Waterton to Grantor, at a time and place mutually agreeable to Waterton and Grantor. At the Closing, Grantor shall: (a) deliver to Waterton all share certificates, membership certificates or other documents or instruments evidencing Grantor’s ownership of Mineral Ridge and otherwise evidencing Grantor’s Mineral Ridge Interest, together with a duly executed instrument of transfer or assignment or such other instruments or notations necessary to transfer such membership interest; (b) make or cause to be made all necessary and appropriate entries, notations, and written descriptions in the books and records of Grantor and in the books, records and share registry of Mineral Ridge necessary or desirable to record and evidence the transfer of the interest in Mineral Ridge to Waterton; (c) execute and deliver to Waterton an assignment agreement on terms and conditions, and containing representations and warranties, acceptable to Waterton; and (d) execute, acknowledge and deliver to Waterton such other and further deeds, assignments, stock transfers, documents and instruments as may be necessary or advisable to consummate the exercise of the Option. At the Closing, Waterton shall: (x) pay to Grantor the full amount of the Purchase Price by wire transfer in accordance with written instructions, which instructions shall be delivered by Grantor to Waterton at least five (5) days prior to the date of the Closing; and (y) sign and deliver a document or instrument whereby Waterton agrees to assume and be bound by the Company Agreements. In addition, each of the Parties will deliver such other closing certificates, documents and instruments as are reasonably requested by the other Party.
The Closing; Closing Deliveries. The closing of the transactions under this Agreement (the “Closing”) will take place on the Effective Date (the “Closing Date”). At the Closing: 11
The Closing; Closing Deliveries. (a) The closing of the transactions contemplated hereby (the “Closing”) shall take place (i) at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or remotely via the electronic exchange of closing deliveries), commencing at 10:00 a.m. New York local time, on the date that is the third Business Day after the satisfaction or, if permissible, waiver of the last of the conditions set forth in Article VII (other than any such conditions that by their terms will not be satisfied until the Closing, but subject to the satisfaction or, if permissible, waiver of such conditions at the Closing) or (ii) on such other date or at such other time or place as the Parties may mutually agree in writing. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” The Closing shall be deemed to have been consummated at 12:01 a.m. New York local time on the Closing Date, and all actions required to be taken pursuant hereto at the Closing (including the delivery of all closing deliveries pursuant to Section 2.03(b) and Section 2.03(c)) shall occur and shall be deemed to take place simultaneously. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) the Assignment Agreement (Company), duly executed by Revolving Loan Facility (Fund III) Borrower, LLC; (ii) solely in the case of a Development Stage Incompletion, the Assignment Agreement (TGC III FiT LA, LLC), duly executed by TGC III T/E HoldCo, LLC; (iii) solely in the case of a Final POLA Carport Payment Incompletion, the Assignment Agreement (USPS LA Solar Holdings, LLC), duly executed by TGC III T/E HoldCo, LLC; (iv) the Community Solar (MA) Assignment, duly executed by MA Community Solar (Fund III) LLC; (v) the Community Solar (NY) Assignment, duly executed by TGC III Community Solar Services, LLC; (vi) (A) the MBTA Master Lease Assignment, duly executed by TGC III MA Portfolio Operating, LLC and (B) evidence that the prior written notice required by the second paragraph of Section 15.a of the MBTA Master Xxxxx has been delivered to MBTA at last fifteen days prior to the Closing; (vii) the Escrow Agreement, duly executed by Seller; (viii) evidence of the resignation or removal, effective as of the Closing, of each of the individuals serving as a director, manager or officer (in his or her capacity as such) of each Acquired Company as of immediately prior to the Closing; (ix) one or more certificates, dated as of the Closing Date, eac...
The Closing; Closing Deliveries. (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place electronically through the exchange of documents via e-mail concurrently with the execution and delivery of this Agreement on the date hereof (the “Closing Date”). The Closing shall be deemed to have been consummated at 12:01 a.m. New York, New York local time on the Closing Date, and all actions required to be taken pursuant hereto at the Closing (including the delivery of all Closing deliveries pursuant to Section 2.02(b) and Section 2.02(c)) shall occur and shall be deemed to take place simultaneously.
The Closing; Closing Deliveries. 5.1 Subject to the terms and conditions hereof, the closing of the transactions provided for herein (the "Closing") will be held at the location determined by the parties and on the Mall Release Date (the "Closing Date").
The Closing; Closing Deliveries. (a) The consummation of the Share Purchases, the Redemption and the other transactions contemplated hereby shall take place at a closing (the "Closing") to be held at 10:00 a.m., Washington time, on a date to be designated by the Shareholders, the Purchaser and the Company, which date shall be no later than the second (2nd) Business Day after satisfaction or, if permissible pursuant to the terms hereof, waiver of the conditions set forth in Article VII hereof 10 (the "Closing Date"), at the offices of Xxxxxx & Xxxxxxx, 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, unless another time, date or place is mutually agreed upon in writing by the Shareholders, the Purchaser and the Company.
The Closing; Closing Deliveries. 5.1. Subject to the terms and conditions hereof, the closing of the transactions contemplated hereby (the "Closing") will be held immediately following the closing of the Merger at the time, date and location determined in accordance with Section 1.2
The Closing; Closing Deliveries. (a) The closing of the transactions contemplated hereby (the "Closing") shall take place at Seller's offices at 3M Center, St. Paul, Xxnnesota, commencing at 9 a.m., Central time, on the fifth business day after termination or expiration of the applicable waiting period (and any extension thereof) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), or at such other time and/or place and/or on such other date as the parties may mutually agree (the "Closing Date"). Notwithstanding the above, under no circumstances shall the Closing Date occur later 6 than the Termination Date (as defined in Section 6.04(b)). Time is of the essence in this transaction. Notwithstanding failure to meet the conditions set forth in Section 7.02 (with respect to antitrust matters only) or Section 7.03, Buyer's failure to close on or prior to the Termination Date shall constitute a breach of this Agreement; provided, however, that Seller's failure to perform or observe in any material respect any of its covenants or agreements contained in this Agreement shall not have been the cause of, or result in, Buyer's failure to close on or before such date.
The Closing; Closing Deliveries. 59 11.1 The Closing..................................................... 59 11.2
The Closing; Closing Deliveries. (a) The closing of the transactions contemplated hereby (collectively, the “Closing”) shall take place at the offices of Seyfarth Xxxx LLP, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (or remotely by electronic mail or facsimile exchange of documents and signatures), at 10:00 A.M. CST on the date hereof, with such Closing effective as of 12:01 a.m. CST on such date. The date of the Closing is referred to as the “Closing Date.”
