CLOSING OF THE PURCHASE AND SALE Sample Clauses

The "Closing of the Purchase and Sale" clause defines the process and timing by which the final transfer of ownership and payment occurs between the buyer and seller. It typically outlines the date, location, and conditions that must be met for the transaction to be completed, such as delivery of documents, payment of the purchase price, and fulfillment of any contingencies. This clause ensures that both parties understand when and how the transaction will be finalized, providing a clear framework to avoid disputes and facilitate a smooth transfer of assets.
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CLOSING OF THE PURCHASE AND SALE. The closing of the transactions contemplated hereby (the "Purchase Closing") shall take place at the offices of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at such time as the Company shall designate on the date hereof (the "Closing Date"). At the Purchase Closing, the Company shall deliver to the Employee a duly executed certificate representing the number of shares of Class B Common Stock being purchased by the Employee and shall enter the Employee's name on the books of the Company as the stockholder of record of such shares of Class B Common Stock as of the Closing Date. At or prior to the Purchase Closing, the Employee shall deliver to the Company an amount equal to the aggregate purchase price for such shares, by delivering a check payable to the Company, and by delivering an executed Promissory Note to the Company, in the respective amounts set forth on Annex A. The Promissory Note shall be accompanied by an executed Stock Pledge Agreement.
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CLOSING OF THE PURCHASE AND SALE. The closing of the transactions contemplated hereby (the "Purchase Closing") shall take place at the offices of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at such time as the Company shall designate on the date hereof (the "Closing Date"). At the Purchase Closing, the Company shall deliver to the Employee a duly executed certificate representing the number of shares of Class B Common Stock being purchased by the Employee and shall enter the Employee's name on the books of the Company as the stockholder of record of such shares of Class B Common Stock as of the Closing Date. At or prior to the Purchase Closing, the Employee shall deliver to the Company an amount in cash equal to the aggregate purchase price for such shares.
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CLOSING OF THE PURCHASE AND SALE. (a) The initial closing of the Purchase and Sale under this Agreement (a "CLOSING") shall take place at the offices of AMG, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Prides Crossing, Massachusetts (or remotely via the exchange of documents and signatures) on the Effective Date. Subsequent Closings shall take place from time to time at a date, time and place to mutually agreed upon by AMG and any Purchasers participating in such Closing. At each Closing, AMG shall record the transfer of the (AMG) LLC Points in the name of each Purchaser to whom such (AMG) LLC Points are being transferred, against payment to AMG by each Purchaser of such Purchaser's (AMG) LLC Point Purchase Price by wire transfer, check, delivery of a Purchase Note or other method acceptable to AMG. (b) Each Purchaser shall deliver the following to AMG at or prior to each Closing: (i) Full payment to AMG of such Purchaser's (AMG) LLC Point Purchase Price as provided in Section 4(a) above; (ii) A Non Solicitation/Non Disclosure Agreement in the form attached as EXHIBIT C hereto (or, if such Purchaser is already a party to such a Non Solicitation Agreement/Non Disclosure Agreement, a written confirmation that such Non Solicitation Agreement/Non Disclosure Agreement is in full force and effect as of the date hereof); (iii) A counterpart signature page to the Assignment of (AMG) LLC Points and Admission of Member; (iv) A counterpart signature page to the Special Repurchase Payment Agreement; (v) A counterpart signature page or joinder to this Agreement; and (vi) Such other supporting documents, instruments and certificates as the AMG may reasonably request and as required pursuant to this Agreement and the transactions contemplated hereby. (c) At each Closing, AMG shall deliver to each Purchaser (i) an assignment of (AMG) LLC Points and (ii) a certificate evidencing the (AMG) LLC Points subject to the Purchase and Sale hereunder.
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CLOSING OF THE PURCHASE AND SALE. The Closing of the Sale is simultaneous with the execution of this Agreement this even date.
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CLOSING OF THE PURCHASE AND SALE. 6.1. - The closing of the purchase and sale as provided for in this Purchase and Sale Agreement (the “Closing”) shall occur on the fifth (5th) business day following the date on which the Conditions Precedent have been complied with (the “Closing Date”), at the headquarters of Banco BBA at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇▇ ▇▇▇▇▇, at 12:00 noon, or in any other place and time mutually agreed upon by the parties. 6.2. - The following events shall occur simultaneously upon Closing: (a) transfer to Itaú of title to equity interests held by HVB in the BBA Companies, with the consequent termination of the Shareholders Agreement executed on July 25, 1988 among HVB, BBA - P, FB and AB, as amended (“Banco BBA Shareholders Agreement”); (b) payment of the Fixed Portion of the Purchase Price, as stipulated in Articles 3.4
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CLOSING OF THE PURCHASE AND SALE. Bank and/or BAMS -------------------------------- shall have received: (a) Such approvals of the Ministry of Finance of Taiwan ("MOF") necessary for BAMS to engage in the Taiwan Business, including without limitation approval of the MOF for BAMS to process merchant payment and debit card transactions in Taiwan; (b) Such approvals as are necessary to ensure that BAMS revenue from the conduct of the Taiwan Business will be taxed on a net revenue basis and not on a gross revenue basis; and (c) Such other governmental approvals and consents as are necessary for Bank to transfer the Taiwan Business and the Hong Kong Administrative Office to BAMS.
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CLOSING OF THE PURCHASE AND SALE. The closing of the transactions contemplated hereby (the "Purchase Closing") shall take place at the offices of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at such time as the Company shall designate on the date hereof (the "Closing Date"). At the Purchase Closing, the Company shall deliver to the Employee a duly executed certificate representing the number of shares of Class B Common Stock being purchased by the Employee and shall enter the Employee's name on the books of the Company as the stockholder of record of such shares of Class B Common Stock as of the Closing Date. At or prior to the Purchase Closing, the Employee shall deliver to the Company an amount equal to the aggregate purchase price for such shares, by wire transfer or other immediately available funds to the account of the Company at Chase Manhattan Bank (ABA Number 021 000 021), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, account number 323-054439 and by an executed Promissory Note, together with an executed Stock Pledge Agreement, in the respective amounts set forth on Annex A.
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Related to CLOSING OF THE PURCHASE AND SALE

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale of the Purchased Assets Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets: (a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon; (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c); (d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”); (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”); (f) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.

  • The Closing (a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the Purchaser: (1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing; (2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, or cause to be delivered, to the Seller: (1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit; (2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and (3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement (c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.