Time and Place. Unless this Agreement shall have been terminated pursuant to Section 2.05, and subject to satisfaction or waiver of the conditions in Section 2.01, the closing of the transfer contemplated by Section 1.01 and the other transactions contemplated hereby (the “Closing” or the “Closing Date”) shall occur concurrently with the closing of the IPO (the “IPO Closing”) or up to one (1) day prior to, but conditioned upon the subsequent occurrence of, the IPO Closing. The Closing shall take place at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or such other place as determined by the Operating Partnership in its sole discretion. In connection with the foregoing, the parties hereto hereby agree that the specific order in which the Closing, the IPO Closing and the closing of the other transactions that are part of or related to the Formation Transactions occur shall be as determined by the Operating Partnership.
Appears in 8 contracts
Samples: Contribution Agreement (Paramount Group, Inc.), Contribution Agreement (Paramount Group, Inc.), Contribution Agreement (Paramount Group, Inc.)
Time and Place. Unless this Agreement shall have been terminated pursuant to Section 2.052.06, and subject to satisfaction or waiver of the conditions in Section 2.01, the closing of the transfer contemplated by Section 1.01 and the other transactions contemplated hereby (the “Closing” or the “Closing Date”) shall occur concurrently with the closing of the IPO (the “IPO Closing”) ), or up to one (1) day prior to, but conditioned upon the subsequent occurrence of, of the IPO Closing. The Closing shall take place at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or such other place as determined by the Company or the Operating Partnership in its sole discretion. In connection with the foregoing, the parties hereto hereby agree that the specific order in which the Closing, the IPO Closing and the closing of the other transactions that are part of or related to the Formation Transactions occur shall be as determined by the Company and the Operating Partnership.
Appears in 7 contracts
Samples: Contribution Agreement (Paramount Group, Inc.), Contribution Agreement (Paramount Group, Inc.), Contribution Agreement (Paramount Group, Inc.)
Time and Place. Unless this Agreement shall have been terminated pursuant to Section 2.05, and subject to satisfaction or waiver of the conditions in Section 2.01, the closing of the transfer purchase and sale contemplated by Section 1.01 and the other transactions contemplated hereby (the “Closing” or the “Closing Date”) shall occur concurrently with the closing of the IPO (the “IPO Closing”) or up to one (1) day prior to, but conditioned upon the subsequent occurrence of, the IPO Closing. The Closing shall take place at the offices of Xxxxxxx Procter LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or such other place as determined by the Operating Partnership Company in its sole discretion. In connection with the foregoing, the parties hereto hereby agree that the specific order in which the Closing, the IPO Closing and the closing of the other transactions that are part of or related to the Formation Transactions occur shall be as determined by the Operating PartnershipCompany.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Paramount Group, Inc.), Stock Purchase Agreement (Paramount Group, Inc.), Stock Purchase Agreement (Paramount Group, Inc.)