Before the Closing Date Clause Samples

The "Before the Closing Date" clause defines the obligations, actions, or conditions that must be fulfilled by the parties prior to the official closing of a transaction or agreement. Typically, this clause outlines steps such as delivering required documents, obtaining necessary approvals, or ensuring certain representations remain true up to the closing. Its core function is to ensure that all pre-closing requirements are met, thereby reducing the risk of last-minute issues and facilitating a smooth and orderly completion of the transaction.
Before the Closing Date. Neither the TJPA or Buyer (the “Delayed Party,” as applicable) shall be considered in breach of or default in any obligation or satisfaction of a Closing Condition under Sections 5.2 and 5.3 and all applicable dates required for satisfaction of such Closing Conditions shall automatically be extended for any period of Force Majeure. “Force Majeure” for purposes of this Section 12.9(e)(i) means events that cause enforced delays in the Delayed Party’s performance of its obligations under Sections 5.2 through 5.5 due to any of the following causes beyond the Delayed Party’s reasonable control, including an Act of God or of a public enemy, acts of terrorism, acts of Government, or administrative appeals, litigation or arbitration not initiated by a Party, or by an entity under a Party’s control, but only where the administrative appeals, litigation, or arbitration prevents (i) the TJPA from performing its obligations under Sections 5.2 through 5.5 (ii) Buyer from performing its obligations under Sections 5.2 through 5.5, (iii) Buyer from obtaining a policy of title insurance at the Closing substantially in the form of the Pro Forma title policy attached to this Agreement as Exhibit L, and provided in each such case that the Delayed Party proceeds, to the extent that it is within its reasonable control to do so, with due diligence to resolve any dispute that is the subject of such administrative appeal, litigation, or arbitration.
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Before the Closing Date the Borrower shall exchange views with the Bank on a formula for the extension cost recovery cess applicable to medium-scale estates.
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Before the Closing Date. (a) Seller agrees to deliver to Buyer a list of each account holder and certificate holder of Seller containing all pertinent information necessary for data processing conversion, including, without limitation, names, addresses and social security and tax identification numbers in either machine readable magnetic media. Such delivery shall be made not later than thirty (30) days after the date of execution of this Agreement. (b) Buyer and Seller shall, not later than five days before the Closing Date and at a mutually agreeable time, which in no event shall be earlier than the time of procurement of all regulatory approvals required for consummation of the transactions contemplated by this Agreement, notify all depositors of Seller by letters mutually acceptable to Buyer and Seller designed to provide necessary and specific information to the owners of particular types of accounts, of Buyer's pending assumption of the Deposit Accounts and, if appropriate, notify depositors that, on and after the Closing Date, certain Seller deposit-related services will be terminated. As an enclosure to such notices, Buyer shall furnish appropriate depositors with brochures, forms and other written material related or necessary to the assumption of the Deposit Accounts by Buyer and the conversion of such accounts to Buyer accounts, including the provision of checks to appropriate depositors using the forms of Buyer with instructions to such depositors to utilize such Buyer checks on and after the Closing Date and thereafter to destroy any unused checks on Seller's forms. The expenses of the printing, processing and mailing of such letter notices shall be shared equally by Seller and Buyer. The expenses of providing new Buyer checks and other forms and written materials to appropriate customers shall be paid entirely by Buyer. (c) For each mortgagor of the mortgage loans included in the Loans, Buyer and Seller shall provide a notice that meets the requirements and which is in accordance with the provisions of applicable regulations. The expenses of the printing, processing and mailing of such notice shall be shared equally by Buyer and Seller. (d) If a payment or deposit by check or draft received before the close of business on the Closing Date is returned unpaid to Seller after the Closing Date, Seller shall pay Buyer the amount of such check or draft within five business days after it is returned and shall thereafter have the right to collect on such check or draft from ...
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Before the Closing Date. Buyer and the Stockholders -------------- shall each use their best efforts to obtain all authorizations, consents, approvals, and permits of shareholders and others required to permit the consummation by them of the transactions contemplated by this Agreement. Each of the Stockholders agrees, so long as Buyer has not breached any material representation, warranty or covenant contained in this Agreement, (i) to approve this Agreement, and the transactions contemplated hereby at a meeting of the Company's stockholders to be held as promptly as practicable for the purpose of obtaining such stockholder approval, and (ii) to take such other actions as are reasonably necessary or desirable so as to cause the Board of Directors of the Company to approve such transactions. The Buyer agrees, so long as the Company and any of the Stockholders have not breached any material representation, warrant or covenant contained in this Agreement, to take such actions as are reasonably necessary or desirable so as to cause the Board of Directors of the Buyer to approve the transactions contemplated hereby.
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Before the Closing Date neither party shall assign this Agreement without the prior written consent of the other. Notwithstanding the foregoing, at or immediately prior to Closing, Purchaser shall have the right to assign Purchaser's interest in this Agreement to a single purpose entity owned or controlled by Purchaser upon seven (7) days prior written notice to Seller so long as Purchaser remains liable for Purchaser's obligations under this Agreement.
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Before the Closing Date. The Buyer shall cause the Buyer Welfare Benefit Plans to recognize any out-of-pocket medical and dental expenses incurred by each of such eligible Transferred Employees and their eligible dependents prior to the Closing Date and during the calendar year in which the Closing Date occurs for purposes of determining deductibles and out-of-pocket maximums under the Buyer Welfare Benefit Plans (the Seller shall provide such information to the Buyer prior to the Closing).
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Before the Closing Date. Nucryst shall deliver a without prejudice offer of termination and a general release in favour of Nucryst to each On Leave Non-Business Employee, which offer shall remain open for acceptance at any time on or before the Closing Date. In the event that any On Leave Non-Business Employee does not accept the foregoing offer of termination and deliver an executed copy of said general release, in form and substance acceptable to Nucryst (the “Declining On Leave Non-Business Employees”), S&N Canada shall offer to employ each such Declining On Leave Non-Business Employee, upon and after the expiry of his or her leave, on terms and conditions of employment substantially similar in the aggregate to the term and conditions relating to his or her employment (including benefits) immediately prior to his or her leave and as described in Schedule 5.1.15 unless such Declining On Leave Non-Business Employee resigns prior to the expiry of his or her leave.
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Related to Before the Closing Date

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • Initial Closing Date 3.1 A meeting shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller shall deliver to the Security Trustee or its representative the following documents: (a) two originals of the power of attorney substantially in the form set out in Schedule 5, duly executed by the Seller; (b) a certified copy of each of the Insurance Acknowledgements (as defined in the Mortgage Sale Agreement dated 26 July 2000); (c) a duly executed assignment of the MIG Policies (as defined in the Mortgage Sale Agreement dated 26 July 2000) from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form (mutatis mutandis) set out in Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (d) a certified copy of the board minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents and all of the documentation to be entered into pursuant to this Agreement; (e) a duly executed assignment of rights against third parties in the form of the Assignment of Third Party Rights; (f) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date. 3.2 The Seller undertakes that, from the Initial Closing Date until the completion of the assignment in accordance with Clause 6.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee or as the Mortgages Trustee shall direct. 3.3 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller shall be paid the Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.