Each Closing Clause Samples
Each Closing. Upon satisfaction of the conditions set forth in Section 2.1(b), each Closing ("Closing") shall occur at the offices of the Escrow Agent at which the Escrow Agent (x) shall release the Shares purchased and the Warrants (as to the first Closing) to the Investors and (y) shall release the Purchase Price (after all fees have been paid as set forth in the Escrow Agreement), pursuant to the terms of the Escrow Agreement.
Each Closing. Upon satisfaction of the conditions set forth in Section 2.2, each Closing shall occur at the offices of the Escrow Agent, or such other location as the parties shall mutually agree.
Each Closing. Upon satisfaction of the conditions set forth in Section 2.1(b), the Closings shall occur at the offices of the Escrow Agent at which time the Escrow Agent (x) shall release the Convertible Debentures and the Warrants to the Investors, and (y) shall release the Purchase Price (after all fees have been paid as set forth in the Escrow Agreement), pursuant to the terms of the Escrow Agreement.
Each Closing. Each Closing shall take place at the offices of FW or at such other location as the parties may agree.
Each Closing. Purchaser's obligation to purchase the Firm Shares or Option Shares, as applicable, at each Closing is subject to the satisfaction of the following conditions:
Each Closing. The Company's obligation to issue and sell the Firm Shares or Option Shares, as applicable, at each Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions:
Each Closing. The obligation of each Purchaser to consummate each of the First Closing and the Second Closing, respectively, in accordance with the terms of this Agreement is subject to the satisfaction (or waiver in writing by such Purchaser) at or prior to such Closing of the conditions set forth below.
(a) Since September 26, 2007 through the applicable Closing Date, there shall not have been an event, change, effect, development or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company Group.
(b) The representations and warranties of the Company set forth in (i) Sections 5.1, 5.2 and 5.4 shall be true and correct in all material respects as of the date hereof and as of date of such Closing, as though made on and as of such Closing, and (ii) this Agreement (other than those described in clause (i) above) shall be true and correct (without giving effect to materiality or “Material Adverse Effect”qualifiers) in all respects as of the date hereof and as of the date of such Closing, as though made on and as of such date (except for any representation or warranty that expressly relates to another date, which representation and warranty shall be true and correct in all respects as of such date), in the case of this clause (ii), except as would not reasonably be expected to have a Material Adverse Effect on the Company, and the Company shall have performed or complied in all material respects with all obligationsand covenants required by this Agreement to be performed or complied with by the Company prior to such Closing.
(c) The representations and warranties of CAC, Intermediate and EPL set forth in (i) Sections 6.1, 6.2 and 6.12(i) shall be true and correct in all material respects as of the date hereof and as of date of such Closing, as though made on and as of such Closing (except for any representation or warranty that expressly relates to another date, which representation and warranty shall be true and correct in all respects as of such date), and (ii) this Agreement (other than those described in clause (i) above) shall be true and correct (without giving effect to materiality or “Material Adverse Effect”qualifiers) in all respects as of the date hereof and as of the date of such Closing, as though made on and as of such date (except for any representation or warranty that expressly relates to another date, which representation and warranty shall be true and correct inall respe...
Each Closing. For the avoidance of doubt, any termination of this Agreement following the TWP48 Closing Date and prior to the TWP47 Closing Date shall not affect the Closing with respect to the TWP48 Assets, which shall remain in full force and effect, and this Agreement shall remain in effect and applicable thereto, but, subject to Section 8.04, shall cease to be effective with respect to the TWP47 Assets, and the TWP47 Closing Date shall not occur.
Each Closing. Each Closing shall be held on the applicable Closing Date in Seller’s office at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ or such other place as Seller may notify Buyer before such Closing.