Targeted Closing Date definition
Targeted Closing Date has the meaning given in Section 6.1;
Targeted Closing Date is the first business day that is at least forty-five (45) days after the Effective Date. Subject to the terms and conditions of this Agreement, the Closing shall occur on or before the Targeted Closing Date, or as soon as possible after such date upon completion of the survey (if applicable), the issuance of the Final Title Commitment (if applicable) and the preparation of Seller’s closing documents; provided, however, if for any reason the Closing does not occur on or before the Targeted Closing Date then, subject only to the satisfaction of the conditions set forth in Section 19 above, Buyer shall be obligated to close on a date specified in a written notice from Seller or Seller’s agent to Buyer or Buyer’s agent which date must be: (a) at least seven (7) days after the effective date of such notice from Seller or Seller’s agent (meaning the effective date pursuant to Section 32 below); and (b) at least ten (10) days after completion of the survey, if applicable, and the issuance of the Final Title Commitment, if applicable. Unless otherwise mutually agreed in writing, the Closing shall be held at and/or administered through the office of Spears Title Company located at ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. If the Purchased Tract(s) include tracts in multiple counties then, to the extent it is necessary or appropriate to allocate the Purchase Price between or among tracts in separate counties for the purpose of documenting and/or administering the Closing, the Closing Agent shall use an allocation to be provided by Seller for such purpose.
Targeted Closing Date is: (a) October 26, 2016 unless a new survey of the Property is ordered pursuant to the terms of this Agreement; or (b) November 22, 2016 if a new survey of the Property is ordered pursuant to the terms of this Agreement. Subject to the terms and conditions of this Agreement, the final delivery and exchange of documents and funds in connection with the consummation of the sale and purchase of the Property in accordance with the terms of this Agreement (the “Closing”) shall occur on or before the Targeted Closing Date or as soon as possible after the Targeted Closing Date upon completion of the survey (if applicable), the Final Title Commitment and Seller’s closing documents; provided, however, if for any reason the Closing does not occur on or before the Targeted Closing Date then, subject only to the satisfaction of the conditions set forth in Section 10 above, Buyer shall be obligated to close on a date specified in a written notice from Seller or Seller’s agent to Buyer or Buyer’s agent which date must be: (i) at least 10 days after the effective date of such notice; and (ii) at least 10 days after completion of the survey, if applicable, and the Final Title Commitment. Unless otherwise mutually agreed, the Closing shall be held at and/or administered through the office of Sovereign Title and Escrow, LLC, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Tel: ▇▇▇-▇▇▇-▇▇▇▇).
Examples of Targeted Closing Date in a sentence
To the extent that the Transaction does not close on the Targeted Closing Date but closes on or before the Latest Permitted Closing Date and the failure to close on the Targeted Closing Date is the result of a delay of or caused by Redwood or Rating Agencies in connection with any Offering Document or the Underwriting Agreement, the AAA Purchase Price Percentage shall be reduced by the Delay Penalty Percentage specified on Annex A.
If the Transaction does not close on the Targeted Closing Date, Barclays and Redwood shall make all commercially reasonable efforts to close the Transaction as soon as practicable thereafter but not later than the Latest Permitted Closing Date specified on Annex A.
Barclays and Redwood shall make all commercially reasonable efforts to close the Transaction on the Targeted Closing Date specified on Annex A.
RBS and Redwood shall make all commercially reasonable efforts to close the Transaction on the Targeted Closing Date specified on Annex A.
If the Transaction does not close on the Targeted Closing Date, RBS and Redwood shall make all commercially reasonable efforts to close the Transaction as soon as practicable thereafter but not later than the Latest Permitted Closing Date specified on Annex A.
The effect of such waiver shall be limited to eliminating the need that the respective Closing Action is taken on the Targeted Closing Date and, unless otherwise agreed, shall not limit or prejudice any claims that a waiving Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Agreement.
The Sellers will take no position on such Tax Returns that relate to the Company that would adversely affect the Company after the Targeted Closing Date.
The performance of the Closing Actions (the Closing) shall take place at the offices of Lambsdorff Rechtsanwälte, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at 11 am CET (i) on December 7, 2015, or (ii) at such other location, time or date as may be agreed between the Sellers and the Purchaser (the Targeted Closing Date).
If the ROFR is exercised and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, or her successors and assigns, fail to close on the purchase and sale of the Property, then the Targeted Closing Date shall be extended fifteen (15) days after the date of termination of the purchase agreement entered into between ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and Seller pursuant to the ROFR.
Each Lender, with respect to itself only, represents and warrants to the Borrower that as of the date of this Agreement, the Eurodollar Reserve Percentage with respect to such Lender is zero (0.0%).
More Definitions of Targeted Closing Date
Targeted Closing Date is May 7, 2021 (except as otherwise provided in Exhibit D). Subject to the terms and conditions of this Agreement, the final delivery and exchange of documents and funds in connection with the consummation of the sale and purchase of the Property in accordance with this Agreement (“Closing”) shall occur on or before the Targeted Closing Date or as soon as possible after said date upon completion of the survey (if applicable), the Final Title Commitment and Seller’s closing documents; provided, however, if for any reason the Closing does not occur on or before the Targeted Closing Date then, subject only to the satisfaction of the conditions described in Section 16 above, Buyer shall be obligated to close on a date specified in a written notice from Seller or Seller’s agent to Buyer or Buyer’s agent which date must be: (a) at least 7 days after the effective date of such notice; and (b) at least 7 days after completion of the survey, if applicable, and the Final Title Commitment. The Closing shall be held at and/or administered through the office of Closing Agent (as defined above).
Targeted Closing Date has the meaning set out in Clause 6.1. Tax means any (i) tax (Steuern) within the meaning of Section 3 of the German Tax Code (Abgabenordnung – AO) or equivalent taxes under the laws of any other jurisdiction, (ii) social security contributions (Sozialversicherungsbeiträge) or similar public social security contributions under the laws of any jurisdiction, customs duties (Zölle) and any other public fees and charges (sonstige Gebühren und Abgaben), (iii) any taxes to be withheld or paid for the account of a third party (Steuerabzugsbeträge), such as (in particular, but not limited to) capital withholding or wage tax (Kapitalertrag- und Lohnsteuer) and any taxes imposed as a secondary liability (Steuerhaftungsbeträge), as well as (iv) any penalties or administrative fines for non-adequate and/or non-proper documentation of intra-group transactions and transfer prices, in each case (A) together with any ancillary charges (steuerliche Nebenleistungen) in the meaning of Section 3 para. 4 of the German Tax Code Page 12 of 64 2813477 SV\1613529.24 (Abgabenordnung – AO) (including any penalties and fines e.g. due to late or inadequate filing of a Tax Return, interest, late payment fees, costs or additions thereto) or equivalent ancillary charges under the laws of any other jurisdiction, and (B) irrespective whether imposed under the laws of Germany or any other jurisdiction by a Tax Authority, in any aforementioned case imposed by any Tax Authority or payable under any contractual arrangement, but excluding, in any aforementioned case, for the avoidance of doubt, deferred taxes and notional losses (such as reductions of loss carry forwards or future depreciation). Tax Authority means any competent governmental authority or public body which charges, administers or collects Taxes. Tax Benefit has the meaning set out in Clause 9.2(b)(vii). Tax Guarantees has the meaning set out in Clause 9.1. Tax Indemnification Claim has the meaning set out in Clause 9.2(a). Tax Refund has the meaning set out in Clause 9.3(a). Tax Return(s) means any return, declaration, report or notice in written form, relating to any Tax to be filed, including in each case any schedule or attachment thereto, and any amendment thereto. Termination Agreement has the meaning set out in Clause 11.3(b) Third-party Claim has the meaning set out in Clause 8.3(a). Threshold has the meaning set out in Clause 8.7(a). Total Purchase Price has the meaning set out in Clause 3.1(a). Transaction(s) means all ...
Targeted Closing Date shall have the meaning as defined in Section 5.1. Tax shall mean any (i) tax and ancillary charge within the meaning of section 3 of the German Tax Code and any comparable tax and ancillary charge under the law of any other jurisdiction as well as customs and duties and social security contributions under German law or the law of any other jurisdiction, and (ii) any secondary liability imposed and any statutory or contractual obligation owed in relation to any item within the meaning of (i), and (iii) any interest, penalty, fine or other addition relating to any item within the meaning of (i) or (ii). Tax Authority shall mean any competent governmental authority in charge of imposing any Tax. Tax Benefit shall have the meaning as defined in Section 10.2.1b). Tax Indemnification Claim shall have the meaning as defined in Section 10.2.1. Tax Refund shall mean (i) any repayment of any Tax, received in cash, by way of set-off or tax credit, and (ii) the amount of any overstated Tax liabilities and Tax provisions which are shown in the German Consolidated Financial Statements or the US Financial Statements and can be dissolved after the Effective Date as a result of an un-appealable decision by a Tax Authority. Tax Representations shall have the meaning as defined in Section 10.1. Tax Return shall mean any return, declaration, report, application for refund, notice or form relating to any Tax, including any schedule or attachment thereto. Third Party Claim shall have the meaning as defined in Section 14.2.2. Transaction shall mean the transactions contemplated by this Agreement. US Accounts Delivery Date shall have the meaning as defined in Section 7.4.2. US Base Purchase Price shall have the meaning as defined in Section 7.2.1. US Bonus Amount shall have the meaning as defined in Section 12.4.2. US Bonus Funding Obligation shall have the meaning as defined in Section 12.4.2. US Cash shall have the meaning as defined in Section 7.3.1. US Closing Payment shall have the meaning as defined in Section 5.3.9. US Debt shall have the meaning as defined in Section 7.3.2. US Equity Value shall have the meaning as defined in Section 7.2. US Escrow Amount I shall have the meaning as defined in Section 5.3.9c).
Targeted Closing Date is the first business day that is at least thirty (30) days after the Effective Date. Subject to the terms and conditions of this Agreement, the Closing shall occur on or before the Targeted Closing Date, or as soon as possible after such date upon completion of the survey (if applicable), the issuance of the Final Title Commitment (if applicable) and the preparation of Seller’s closing documents; provided, however, if for any reason the Closing does not occur on or before the Targeted Closing Date then, subject only to the satisfaction of the conditions set forth in Section 19 above, Buyer shall be obligated to close on a date specified in a written notice from Seller or Seller’s agent to Buyer or Buyer’s agent which date must be: (a) at least seven (7) days after the effective date of such notice from Seller or Seller’s agent (meaning the effective date pursuant to Section 32 below); and (b) at least ten (10) days after completion of the survey, if applicable, and the issuance of the Final Title Commitment, if applicable. Notwithstanding anything herein to the contrary nor in limitation of Section 28, below, for the avoidance of doubt, should the Closing not occur prior to December 31, 2021, and such failure is attributable to Buyer’s or Buyer’s lender’s nonperformance or negligence, Seller may elect to declare such failure to Close a default hereunder and in accordance with Section 28(a), to demand and recover liquidated damages in an amount equal to ten percent (10%) of the Purchase Price. Unless otherwise mutually agreed in writing, the Closing shall be held at and/or administered through the office of Community Title & Escrow, Ltd., ▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Targeted Closing Date means March 1, 2016.