The Closings. The Closings shall take place as follows:
(a) The initial closing of the transactions contemplated by this Agreement (the “Initial Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on September 23, 2013, or such other date or location as Buyer and Seller may mutually determine (the “Initial Closing Date”), in each case, so long as all of the conditions to the obligations of the Parties to consummate the Initial Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Initial Closing itself or which, by their nature, cannot be satisfied until the Initial Closing, but subject to the satisfaction of such conditions at the Initial Closing). At the Initial Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests of those Companies that own or have the right to use (or that own Purchased Subsidiaries which own or have the right to use) (i) any Unencumbered Property or (ii) any Encumbered Property in respect of which, in the case of this clause (ii), all Required Lender Consents and Required Tenant Waivers have been obtained, and all JV Redemptions have been effected, as of the Initial Closing Date. Notwithstanding anything in the foregoing to the contrary, in the event that any Company or any Purchased Subsidiary to be transferred to Buyer at the Initial Closing owns or has the right to use (or owns one or more Purchased Subsidiaries that collectively own or have the right to use) both (A) Unencumbered Property and (B) any Encumbered Property that will not be transferred to Buyer at the Initial Closing pursuant to the foregoing clause (ii), the Parties shall take such actions as are reasonably necessary prior to the Initial Closing to (1) cause such Company or Purchased Subsidiary to transfer the applicable Encumbered Property to another Company or Purchased Subsidiary, which other Company or Purchased Subsidiary will be transferred to Buyer at the Second Closing or the Third Closing or (2) amend this Agreement to provide for additional sellers hereto, such that any such Company or Purchased Subsidiary may transfer applicable Subsidiary Equity Interests to Buyer directly. The Initial Closing shall be deemed to have been consummated at 12:01 a.m. on the Initial Closing Date. Neither Party will need to be present at the Initial C...
The Closings. 3 4.1. Initial Closing Date...........................................3 4.2. Initial Closing Date; Property Closing Dates; Acquisition Advances; Construction Advances..................3
The Closings. (a) An initial closing (the “Stage I Closing”) hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (such date sometimes being referred to herein as the “Stage I Closing Date”).
(b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of Xxxxxxx XxXxxxxxx LLP, Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”).
(c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later...
The Closings. Each sale and purchase of the Designated Receivables (each, a “Closing”), shall take place at such a place, on a date and at a time mutually agreeable to NFC and NFRRC, and may occur simultaneously with the closing of any related transactions contemplated by the Further Transfer and Servicing Agreements.
The Closings. The initial closing of the loan transactions contemplated hereby (the "Initial Closing") shall be held at 12:00 noon, Pacific Time on the next business day after the date hereof or such other date and time as the parties hereto may mutually agree (the "Initial Closing Date"). Subsequent closings ("Subsequent Closings" and together with the Initial Closing, the "Closings") shall take place at 12:00 p.m. Pacific Time on the second business day following the date the Company shall deliver to the Lender a Borrowing Certificate in the form attached hereto ("Subsequent Closing Dates"), provided that such borrowing request, together with all prior borrowing requests that have been funded, does not exceed the Maximum Loan Commitment Amount. The Closings shall take place at the principal executive offices of the Company, in Van Nuys, California or at such other place or in such other manner as the parties hereto may mutually agree. These amounts advanced by the Lender pursuant to such borrowing requests are referred to as the "Loans."
The Closings. 3 4.1 Initial Closing Date .............................................................................................................
The Closings. Subject to the conditions set forth below, the Exchange shall take place at the offices of Gxxxxxxxx Txxxxxx, LLP, The MetLife Building, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date hereof or at such other time and place as the Company and the Investor mutually agree (the “Closing” and the “Closing Date”).
The Closings. The consummation of each purchase and sale contemplated by Section 2.01 or Section 2.02 (each, a “Lease Purchase Closing”) shall take place on the related Lease Purchase Date, and at such place and at such time as Harco Leasing and NFC may agree upon. In consideration for the Series 2005-A Portfolio Assets sold at each Lease Purchase Closing, NFC shall pay to Harco Leasing on such Lease Purchase Date an amount equal to the aggregate Starting Receivable Balance as of the related Cutoff Date (the “Lease Purchase Price”) of the Retail Leases being so sold (the “Designated Retail Leases”) on such Lease Purchase Date. The Lease Purchase Price shall be paid to Harco Leasing in immediately available funds.
The Closings. The first closing of the transactions contemplated by this Agreement (the “First Closing”) shall take place by exchange of documents among the Parties by fax or courier, as appropriate, on the date hereof. At the First Closing, to occur on or before March 4, 2024, the Buyer shall pay to the Seller $375,000, and the Seller shall transfer to the Buyer the Securities. The Buyer shall pay to the Seller a further $375,000 less stamp duty for all Securities purchased hereunder, on or before March 18, 2024 (the “Second Closing”). The Buyer shall pay the remaining $750,000 to the Seller on September 30, 2024 (the “Third Closing” and together with the First Closing and the Second Closing, the “Closings”). At the First Closing, the Seller shall deliver to the Buyer (i) a stock transfer form in respect of the Securities duly executed in favour of the Buyer; and (ii) its Tax Reference Number, having the meaning given to that term by the Stamp Duty (e-Stamping of Instruments and Self-Assessment) Regulations 2012 (S.I. No. 234 of 2012). At each of the Closings, the Buyer shall pay the Purchase Price to the Seller in accordance with this Section 3.
The Closings. Unless otherwise agreed to by the Parties participating in the applicable Closing, and except for the Closing at which UI transfers the Undivided Interest to the Buyer which will proceed in accordance with Section 6.3(a), the Initial Closing and each Subsequent Closing of the transactions contemplated by this Agreement (collectively, the "Closing") shall take place at the offices of Brown Rudnick Berlack Israels LLP, at Boston, Massachusetts, commexxxxx xx 0:00 x.x. xxstern time on the date that is ten (10) days (or, if the tenth day is not a Business Day, then the next Business Day following such tenth day) following the date on which all of the applicable conditions set forth in Sections 6.1 and 6.2 (excluding deliveries contemplated by Sections 2.11 and 2.12) have either been satisfied or waived by the Party for whose benefit such condition exists, such satisfaction or waiver to conform to Section 11.14; provided that such date shall not be earlier than the Coordination Date. The date of the Initial Closing (the "Initial Closing Date") and the date of each Subsequent Closing (the "Subsequent Closing Date") is each herein called a "Closing Date" and shall be effective for all purposes herein as of 12:01 a.
