At Closing definition

At Closing means the aggregated amount as shown in the books of the Group Companies (including any accrued interest thereon) of any cash on hand, cheques on accounts with banks and other financial institutions, cash equivalents with an original maturity of less than 90 days (e.g. cash at bank deposits, current securities and other interest bearing assets), minus Restricted Cash.

At Closing. (a) the Company shall enter into an amendment to the Registration Rights Agreement with AP, which amendment shall extend the benefits of such agreement, including "demand" registration rights, to the Stockholder in respect of all shares of Voting Securities owned directly or indirectly by the Stockholder and all shares of Company Class A Common Stock and any other Voting Securities held by AP or distributed to the partners of AP;

At Closing. Buyer shall advance to the Partnership funds to pay, at Closing, the copyright fees and interest due by the Partnership for the last seven copyright periods (collectively, the "Copyright Fees"). At Closing, Seller shall cause the Partnership to file all copyright filings for the last seven copyright periods and pay all Copyright Fees advanced by Buyer. The amount of Copyright Fees (including interest through January 15, 1997) equals

Examples of At Closing in a sentence

• At Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

• At Closing Time, the Securities shall have been approved for inclusion in the Nasdaq National Market, subject only to official notice of issuance.

• At Closing, all necessary and appropriate action will have been taken by Seller authorizing and approving the execution of and entry into this Agreement, the execution and delivery by Seller of the documents and instruments to be executed by Seller at Closing, and the performance by Seller of Seller’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of the purchase and sale of the Property as contemplated herein.

• At Closing, Seller will not be indebted to any contractor, laborer, mechanic, materialmen, architect, or engineer for work, labor, or services performed or rendered, or for materials supplied or furnished, in connection with the Property for which any person could claim a lien against the Property and shall not have done any work on the Property within one-hundred twenty (120) days prior to Closing.

• At Closing, all necessary and appropriate action will have been taken by Buyer authorizing and approving the execution of and entry into this Agreement, the execution and delivery by Buyer of the documents and instruments to be executed by Buyer at Closing, and the performance by Buyer of Buyer’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of the purchase and sale of the Property as contemplated herein.

More Definitions of At Closing

At Closing. Seller shall deliver to Buyer an Assignment of Seller's rights in the name "Gulf National Life Insurance Company," without warranty, and Buyer shall deliver to Seller the purchase price set forth in Section 5, below. This paragraph shall not prevent the continued use by Seller following the Closing of the name Gulf National Benefits Association and its marketing and collection agent, Gulf National Mississippi Benefits, LLC, which Seller represents and warrants will not be offering any funeral insurance products. 1.

At Closing the Purchase Price as defined in Section 4 shall be delivered to Seller in the manner provided and title to each of the Real Properties and assignments of each of the Leaseholds, to the extent Purchaser has elected to purchase each of such Real Properties and Leaseholds pursuant to the terms hereof, together with all other documents to be delivered by Seller to Purchaser, shall be delivered and conveyed to Purchaser. Legal possession and physical occupancy of the Properties shall be given to Purchaser at 12:01 P.M. on the Closing Date. SECTION 4 PURCHASE PRICE

At Closing the current officers and director of Chiste shall deliver their resignations, as appropriate, as officers and directors of Chiste to be effective upon the Closing (the "Resignations"). Prior to Closing, the Company shall deliver or cause to be delivered to Chiste completed and signed director and officer questionnaires ("Questionnaires") in the English language for each of the Management Members, Chiste Designated Member, Independent Members and each officer to be appointed by Chiste following Closing. The foregoing designations of the Management Members and Independent Members (and the officers to be appointed by Chiste following Closing) shall be subject to Chiste's receipt of the completed and signed Questionnaires and any third party investigation reports and background checks which Chiste believes reasonably necessary, which shall be acceptable to Chiste in its sole reasonable discretion ("D&O Information"), and such designated persons qualifications to serve in such officer and director capacities under applicable Legal Requirements. Chiste's board of directors shall at all times satisfy the applicable requirements for board composition and corporate governance under the Sarbanes-Oxley Act of 2002 (the "XXX Xxx"), xxe rules and regulations promulgated by the SEC and other governmental agencies, and the rules of the exchange on which Chiste's securities are, or are expected to be, listed or quoted.

At Closing. Buyer shall pay to Seller the Estimated Cash Consideration by wire transfer of immediately available funds.

At Closing the Parties shall execute the Escrow Agreement substantially in the form of Exhibit 2.4 (the "Escrow Agreement"), setting forth the terms and conditions governing the accounts used for the escrow (the "Escrow Accounts"). The Escrow Accounts shall serve as security for (a) the payment of a Purchase Price adjustment to LIG pursuant to Article 2.3(c)(ii) (the "Purchase Price Adjustment Escrow Account"); and (b) payment of indemnification claims of LIG pursuant to Article 8 (the "Indemnification Escrow Account").

At Closing the following items shall be prorated as of the date of Closing with all items of income and expense for the Property and interest on the Bonds being borne by Purchaser from and after (but including) the date of Closing: Tenant Receivables and other income and rents; fees and assessments; prepaid expenses and obligations under Service Contracts; accrued operating expenses; interest on the Bonds; real and personal ad valorem taxes ("Taxes"); and any assessments by private covenant for the then-current calendar year of Closing. Specifically, the following shall apply to such prorations:

At Closing. (as defined in section 5), Buyer shall deliver to Seller the sum of $200,000 (the "Expense Allowance") payable in cash by wire transfer of immediately available funds for all expenses incurred by Seller in connection with the transactions contemplated by this Agreement.