Closing Mechanics Sample Clauses
The Closing Mechanics clause outlines the procedures and steps required to finalize a transaction or agreement. It typically details the timing, location, and method for the exchange of documents, funds, or other deliverables, and may specify the responsibilities of each party at closing. By clearly defining how and when the closing will occur, this clause ensures a smooth and coordinated completion of the deal, minimizing misunderstandings and reducing the risk of last-minute disputes.
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Closing Mechanics. 10.1 Closing will take place at the offices of Accura Advokatpartnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 29 June 2012, at 10:00 am CET, subject to Notice having been received pursuant to clause 8.2 (confirming that the Closing condition stated in clause 8.1(a) has been fulfilled or waived) no later than 4 Business Days prior to that date and subject to the Closing condition stated in clause 8.1(b) being satisfied on that date. If these conditions have not been fulfilled, waived or satisfied in accordance with the preceding sentence, Closing must instead take place on the fifth Business Day following the date on which the conditions in clause 8.1 have been fulfilled or waived, or such other date as mutually agreed by the Parties.
10.2 No later than 1 Business Day following the date on which Notice has been received pursuant to clause 8.2 (confirming that the Closing condition stated in clause 8.1(a) has been satisfied), the Seller must deliver prepayment notices to the Senior Agent (in the case of the Senior Debt) and the Mezzanine Agent (in the case of the Mezzanine Debt) and deliver copies of such notices to the Buyer.
10.3 No later than 3 Business Days prior to the Closing Date, the Seller must deliver to the Buyer:
(a) a calculation of the Preliminary Purchase Price, specified as (i) the Enterprise Value less (ii) the Estimated Net Debt (including the Seller’s best estimate of the amount in the line item entitled “Corporate Tax Payables” in Schedule 5.1(b)) plus (iii) the amount by which the Estimated Working Capital exceeds the Base Working Capital or less (iv) the amount by which the Base Working Capital exceeds the Estimated Working Capital, as the case may be, and less (v) the Currency Conversion Costs;
(b) certificates from the Senior Agent, the Mezzanine Agent, each hedging counterparty and each holder of liabilities referred to in the definition of Pay-Off Amounts, containing, in each case, (i) the amounts and currency required to effect full prepayment of each respective component of the Pay-Off Amounts, (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 10.5(a) and the Funds Flow Memorandum;
(c) the final form of the Funds Flow Memorandum; and
(d) a final draft of the Closing Memorandum.
10.4 At Closing, the Seller must deliver the following documents to the Buyer:
(a) the Company’s original register of shareholders evidencing that the Buyer is...
Closing Mechanics. Should all conditions set forth in Section 9 either be met or be waived by the Purchaser and Seller, as applicable, the following provisions shall govern the Closing:
Closing Mechanics. With respect to a BREA Membership Sale, if the Purchase Offer is accepted and the Administrative Member timely deposits the Purchase Deposit (and the Additional Deposit, if applicable), the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms of the BREA Membership Sale. Failure by the Administrative Member and BREA to execute a ROFO Purchase Agreement shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase BREA’s Membership Interest in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale of the Portfolio/Company Interest as provided hereunder shall take place in accordance with the ROFO Purchase Agreement at a closing conference held on the Purchase Date at the principal office of the Company or at such other location as may be agreed upon by BREA and the Administrative Member. At such closing conference, BREA shall be authorized and directed to retain the Purchase Deposit and the Additional Deposit, if applicable, and any interest accrued thereon as a portion of the Administrative Member’s Price, and the remaining portion of the Administrative Member’s Price shall be paid in immediately available funds, provided however, the Administrative Member’s Price actually paid to BREA shall be reduced by the amount that ESC would receive pursuant to Section 4.5 if BREA’s Membership Interests were sold to a third party for the Administrative Member’s Price. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of BREA’s Membership Interest pursuant to the terms hereof, including, any sale/leaseback agreements and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure therefore, which agreements shall be on forms reasonably acceptable to the parties.
Closing Mechanics. (i) One business day prior to the Closing, the Company will contact the contact person for each Purchaser listed on Schedule A hereto to confirm the closing mechanics set forth herein.
(ii) At least one business day prior to the Closing Date, the Company will deliver to Sonfield & Sonfield, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, duly executed certificates for the Common Stock, registered in the Purchasers’ name(s) set forth on Schedule A hereto. The Company’s counsel shall hold such certificates in escrow for the benefit of the Company until released by the Company for issuance and sale as provided in Section 1(c)(iii).
(iii) Each Purchaser will pay its Investment Amount to the Company as required by Section 1(b), upon receipt of which, and in connection with the release of the Investment Amount from the Escrow Account to the Company, the Company will deliver or cause to be delivered to each Purchaser the Common Stock to be purchased by such Purchaser at the address specified on Schedule A hereto.
Closing Mechanics. Prior to the Closing, the Aggregate Purchase Price will be deposited in a segregated escrow account with the Escrow Agent pursuant to the instructions provided below in this Section 1.4. Subject to the terms and conditions of this Agreement (including, without limitation, the Company’s and the Placement Agent’s option, each at its sole discretion, to refuse to accept Subscriptions from any Subscriber), the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units and the Company agrees to sell such number of Units to the Subscriber as is set forth upon the signature page hereof at the Unit Price (as defined on the signature page hereto). Pursuant to Section 1.2, the Closing Amount, is payable by wire transfer, certified bank check, personal or business check, or money order made payable to “US Bank Trust National Association Corporation Trust, (the “Escrow Agent”) F/B/O InSite Vision Incorporated.” Subscribers paying by check should direct such check to: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Paramount BioCapital, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Subscribers paying by wire transfer should direct such wire transfer to: Each Subscriber must complete and return a duly executed, unaltered copy of this Agreement (including the completed Confidential Subscriber Questionnaire included in Article VIII hereof) to the Placement Agent at the Placement Agent’s address indicated in the Memorandum on or before the date indicated to you by the Placement Agent to be eligible to participate in the Offering. The Company and the Placement Agent retain complete discretion to accept or reject any Subscriptions unless and until the Company executes a counterpart to this Agreement that includes such Subscriber’s signature.
Closing Mechanics. The Closing shall be held at a date and time designated by the Company and the Placement Agent prior to 11:59 p.m. Eastern Standard Time on August 31, 2005 (subject to extension at the discretion of the Company and the Placement Agent without notice to the Subscriber of up to 60 days), which date shall be no later than five (5) Business Days (as defined in Article 5) after satisfaction or waiver of the closing conditions set forth in Article 4 hereof. The Closing shall occur at the offices of the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Upon satisfaction or waiver of all conditions to the Closing, the Placement Agent and the Company shall instruct an escrow agent (the “Escrow Agent”) to release the proceeds of the Offering to the Company, less fees and expenses due to the Placement Agent. Interest, if any, that has accrued with respect to the Aggregate Purchase Price while in escrow shall also be distributed to the Company at the Closing and the Subscriber will have no right to such interest, even if there is no Closing.
Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Seller, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur during the Closing Period in accordance with the provisions of subsection 6.1(b) hereof.
(b) On the first (1st) day of the Closing Period, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed. On the Closing Date, provided all conditions precedent to Seller’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, Seller shall assign and transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, Buyer agrees to pay the Purchase Price to Seller, in each case, in accordance with the Escrow Arrangement. The Closing shall be adjourned as and when the Closing under the Other Land PSA is adjourned, provided that in no event shall the Closing Date be adjourned beyond December 28, 2017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Seller and Buyer that TIME IS OF THE ESSENCE with respect to Seller’s and Buyer’s respective obligations to consummate the Transaction on the Closing Date.
(c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to subsection 6.2(a)) shall be delivered to Escrow Agent on the Closing Date.
Closing Mechanics. (a) On each Closing Date, against receipt from the Purchaser of the full Preferred Share Issue Price in respect of each Preferred Share to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b) (which shall be paid to the Company account described in Section 5.5, in the manner described in Section 5.5), the Company shall issue to the Purchaser the amount of the Preferred Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b), registered in the name of the Purchaser, free from all liens.
(b) The closing for each subscription for Preferred Shares pursuant to Section 2.1 (each, a “Closing”) shall be held at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as may be agreed by the Parties, on the applicable Closing Date for such subscription. If any Closing would otherwise occur pursuant to Section 2.1 on a day that is not a Business Day, such Closing, and the related Closing Date, shall be postponed until the first Business Day following such non-Business Day.
(c) All proceedings to be taken and all documents to be executed and delivered by all Parties at a Closing shall be deemed to have been taken and executed and delivered simultaneously at such Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at such Closing until all have been taken, executed and delivered.
(d) The Company shall file the Certificate of Designation with the Secretary of State of the State of Delaware on or before the Initial Closing.
Closing Mechanics. Buyer and Seller shall conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing.
Closing Mechanics. All closings of any purchase and sale of Partnership Interests and/or DC Corp Shares, as applicable, by and among the Company and/or the Partners under this Article 8 will be held at the Company’s principal office. On or prior to any closing under this Article 8, the selling party and/or its Affiliates shall receive a release from any existing guarantees given by the selling party with respect to the Transferred Partnership Interest. At the closing, the Company and/or the purchasing party, as applicable, shall agree to indemnify and hold harmless the selling party with respect to any future liabilities it may incur as a result of its having been a Partner (other than any liabilities arising out of the selling party’s gross negligence or willful misconduct) and the selling party agrees to make customary representations and warranties as to the ownership of its Partnership Interest and/or DC Corp Shares, as applicable, and the due authorization, execution and delivery of any documents executed in connection with such sale.