The Closings Sample Clauses
The Closings clause defines the procedures and requirements for the formal completion of a transaction, typically the transfer of assets or shares between parties. It outlines the specific date, location, and conditions under which the closing will occur, as well as the documents and payments that must be exchanged. By clearly setting out these logistical and procedural details, the clause ensures that both parties understand their obligations at closing and helps prevent misunderstandings or disputes about when and how the transaction is finalized.
The Closings. 3 4.1. Initial Closing Date.............................................3 4.2. Initial Closing Date; Property Closing Dates; Construction Fundings............................................3
The Closings. Each sale and purchase of the Designated Receivables (each, a “Closing”), shall take place at such a place, on a date and at a time mutually agreeable to NFC and NFRRC, and may occur simultaneously with the closing of any related transactions contemplated by the Further Transfer and Servicing Agreements.
The Closings. The Closings shall take place as follows:
(a) The initial closing of the transactions contemplated by this Agreement (the “Initial Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on September 23, 2013, or such other date or location as Buyer and Seller may mutually determine (the “Initial Closing Date”), in each case, so long as all of the conditions to the obligations of the Parties to consummate the Initial Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Initial Closing itself or which, by their nature, cannot be satisfied until the Initial Closing, but subject to the satisfaction of such conditions at the Initial Closing). At the Initial Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests of those Companies that own or have the right to use (or that own Purchased Subsidiaries which own or have the right to use) (i) any Unencumbered Property or (ii) any Encumbered Property in respect of which, in the case of this clause (ii), all Required Lender Consents and Required Tenant Waivers have been obtained, and all JV Redemptions have been effected, as of the Initial Closing Date. Notwithstanding anything in the foregoing to the contrary, in the event that any Company or any Purchased Subsidiary to be transferred to Buyer at the Initial Closing owns or has the right to use (or owns one or more Purchased Subsidiaries that collectively own or have the right to use) both (A) Unencumbered Property and (B) any Encumbered Property that will not be transferred to Buyer at the Initial Closing pursuant to the foregoing clause (ii), the Parties shall take such actions as are reasonably necessary prior to the Initial Closing to (1) cause such Company or Purchased Subsidiary to transfer the applicable Encumbered Property to another Company or Purchased Subsidiary, which other Company or Purchased Subsidiary will be transferred to Buyer at the Second Closing or the Third Closing or (2) amend this Agreement to provide for additional sellers hereto, such that any such Company or Purchased Subsidiary may transfer applicable Subsidiary Equity Interests to Buyer directly. The Initial Closing shall be deemed to have been consummated at 12:01 a.m. on the Initial Closing Date. Neither Party will need to be present at the Initial C...
The Closings. (a) An initial closing (the “Stage I Closing”) hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (such date sometimes being referred to herein as the “Stage I Closing Date”).
(b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”).
(c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later...
The Closings. The initial closing of the loan transactions contemplated hereby (the "Initial Closing") shall be held at 12:00 noon, Pacific Time on the next business day after the date hereof or such other date and time as the parties hereto may mutually agree (the "Initial Closing Date"). Subsequent closings ("Subsequent Closings" and together with the Initial Closing, the "Closings") shall take place at 12:00 p.m. Pacific Time on the second business day following the date the Company shall deliver to the Lender a Borrowing Certificate in the form attached hereto ("Subsequent Closing Dates"), provided that such borrowing request, together with all prior borrowing requests that have been funded, does not exceed the Maximum Loan Commitment Amount. The Closings shall take place at the principal executive offices of the Company, in Van Nuys, California or at such other place or in such other manner as the parties hereto may mutually agree. These amounts advanced by the Lender pursuant to such borrowing requests are referred to as the "Loans."
The Closings. (a) The closing of the sale and purchase of the Preferred Shares under this Agreement (the "First Closing") shall take place at the offices of Hale ▇▇▇ Dorr ▇▇▇, The Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇ 9:00 a.m. on July 2, 1999, or at such other time, date and place as are mutually agreeable to the Company and the Purchasers, but in no event later than July 31, 1999. The closing of the sale and purchase of the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable to the Company and Vulcan. At each Closing, the Company shall deliver to each of the Purchasers or Vulcan, as the case may be, one or more certificates for the number of Shares being purchased at such Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness or other method acceptable to the Company. The dates of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, shall not have been fulfilled, each of the Purchasers shall, at his, her or its election, be relieved of all of his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have by reason of such failure or such non-fulfillment.
(b) The Company may sell, at any time prior to July 31, 1999, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Agreement, and (ii) the Company shall cause Exhibit A hereto be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall...
The Closings. Subject to the conditions set forth below, the Exchange shall take place at the offices of G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP, The MetLife Building, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the date hereof or at such other time and place as the Company and the Investor mutually agree (the “Closing” and the “Closing Date”).
The Closings. 3 4.1 Initial Closing Date.................................................. 3 4.2
The Closings. The consummation of each purchase and sale contemplated by Section 2.01 or Section 2.02 (each, a “Lease Purchase Closing”) shall take place on the related Lease Purchase Date, and at such place and at such time as Harco Leasing and NFC may agree upon. In consideration for the Series 2004-B Portfolio Assets sold at each Lease Purchase Closing, NFC shall pay to Harco Leasing on such Lease Purchase Date an amount equal to the aggregate Starting Receivable Balance as of the related Cutoff Date (the “Lease Purchase Price”) of the Retail Leases being so sold (the “Designated Retail Leases”) on such Lease Purchase Date. The Lease Purchase Price shall be paid to Harco Leasing in immediately available funds.
The Closings. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives any (i) First Tranche Closing Notice or (ii) Subsequent Closing Notice, either issue a press release (each, a “Subsequent Press Release”, and collectively with the Initial Press Release, each a “Press Release”)) or file a Current Report on Form 8-K (each, a “Subsequent 8-K Filing”, and together with the Initial 8-K Filing, the “8-K Filings”), in each case reasonably acceptable to the Buyer, disclosing the Closing Notice or Subsequent Tranche Closing Notice, as applicable, or that “an institutional investor” has delivered a First Tranche Closing Notice or a Subsequent Tranche Closing Notice to the Company, as applicable. From and after the filing of the applicable Subsequent Tranche Press Release or Subsequent Tranche 8-K Filing, solely to the extent the Closing Notice or Subsequent Tranche Closing Notice, as applicable, constitutes material non-public information (as specified by the Company in such applicable First Tranche Closing Notice or Subsequent Tranche Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filings, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer or its affiliates, on the other hand, shall terminate.