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 Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof.
(b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Xxxxxx to convey the Owned Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause JCC to, enter into the HNO Ground Lease Assignment and Assumption Agreement and Act of Cash Sale of Improvements, (iii) Buyer shall, and Eldorado shall cause JCC to, enter into the Lease Assignment and Acceptance Agreement; (iv) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (vi) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment, and (vii) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with re...
Closing Mechanics. With respect to a Property 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 Property 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 the applicable Property or Properties 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 applicable Property or Properties 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, the Company 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. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the applicable Property or Properties, 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, 0000 Xxxxxxxx, 0xx xxxxx, Xxxxxxx, Xxxxx 00000, attention: Xxxxxxxx Xxxxx, 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. 10.1 Closing will take place at the offices of Accura Advokatpartnerselskab, Xxxxxx Xxxxxxxxx 0, XX-0000 Xxxxxxxx, Xxxxxxx, 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. Annex B-1.
(a) One business day prior to the Closing, Jefferies LLC (“Jefferies”) as closing agent (in such capacity, the “Closing Agent”) will contact the contact person for each Undersigned to confirm the closing mechanics set forth herein.
(b) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the Aggregate Purchase Price for the Notes and Warrants being purchased hereunder to the Closing Agent as required by Section 1.2. In the event that the Purchaser shall fail to deliver all or any portion of the purchase price for the Notes and Warrants being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Aggregate Purchase Price for the Notes and Warrants being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes and Warrants by the Closing Agent pursuant to this Section 1.3(b) shall not relieve the Purchaser or the Undersigned of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the purchase price for the Notes and Warrants being purchased on behalf of the Purchaser, if the Purchaser has not fulfilled its obligation to purchase the Notes and Warrants as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and Warrants and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes and Warrants to or as directed by the Closing Agent.
(c) In the event that the Closing Agent shall have funded the purchase of the Notes and Warrants on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes and Warrants to the Purchaser at a purchase price for the Notes and Warrants equal to 100% of the Aggregate Purchase Price for the Notes and Warrants being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent be...
Closing Mechanics. The initial Closing shall be held at a date and time designated by the Company and the Placement Agents prior to 11:59 p.m. Eastern Standard Time on April 30, 2006 (subject to extension at the discretion of the Company and the Placement Agents 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 Paramount’s offices, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Upon satisfaction or waiver of all conditions to the Closing, the Placement Agents and the Company shall instruct US Bank Trust National Association, as escrow agent (the “Escrow Agent”), to release the proceeds of the Offering to the Company, less fees and expenses due to the Placement Agents. 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) 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 Xxxxxxxx & Xxxxxxxx LLP, located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 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. (a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, the closing hereunder related to the purchase and sale of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the thirtieth (30th) day following the date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied or waived in writing, or such other date as may be mutually agreed to by the parties (the “Closing Date”). Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 30th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 30th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile.
(b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) Seller may deliver all of the Seller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all of the Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the 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. 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:
