Effective Closing Date Clause Samples

The Effective Closing Date clause defines the specific date on which the final transfer of rights, obligations, or ownership between parties becomes legally binding and effective. In practice, this clause typically specifies a calendar date or a method for determining the date, such as upon satisfaction of certain conditions or regulatory approvals. Its core function is to provide certainty and clarity regarding when the parties’ responsibilities and benefits under the agreement commence, thereby reducing ambiguity and potential disputes about the timing of contractual obligations.
Effective Closing Date. The effective closing date of this Agreement shall be September 30, 2001.
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Effective Closing Date. Notwithstanding the Closing Date, June 1, 1997 at 12:01 a.m. shall be the Effective Closing Date, as of which date and time the prorations and adjustments provided for herein shall be made.
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Effective Closing Date. (a) Notwithstanding anything else in this Agreement, if the Closing shall occur on or before January 7, 1997 (the "Cutoff Date"), then for purposes of determining the Total Consideration and all adjustments thereto in accordance with Section 3.1 hereof (but for no other purposes) the Closing Date shall be deemed to occur as of December 31, 1996 (the "Effective Closing Date"), and the Estimated Closing Statement and the Final Closing Statement shall each be prepared as of 11:59 p.m. on the Effective Closing Date; provided that: (1) notwithstanding the use of the Effective Closing Date for purposes of determining the Total Consideration and adjustments thereto as provided for herein (i) any costs or expenses of the Company or the Stockholders for which the Company is liable incurred in connection with the transactions contemplated by this Merger Agreement that have not been paid by the actual Closing Date shall be taken into account for purposes of computing the Total Consideration and all adjustments thereto irrespective of the Effective Closing Date or the actual Closing Date; and (ii) those certain proposed payments to employees described on Exhibit A hereto shall be taken into account for purposes of computing the Total Consideration and all adjustments thereto irrespective of the Effective Closing Date or the actual Closing Date; (2) for purposes of computing the Working Capital and/or for purposes of computing Total Consideration, the parties agree as follows, notwithstanding any other provision of the Merger Agreement: (i) no amount resulting from any potential tax deduction in respect of the proposed payments to employees described on Exhibit A shall be taken into account; (ii) the sum of $2,638,000 shall be used in respect of computing capital expenditures under Section 6.3 of the Merger Agreement to be added to Total Consideration; (iii) no adjustment to Working Capital will be made in respect of any potential tax benefit of interest paid in 1996 on certain paid-in-kind notes of the Company or its subsidiaries; (iv) no adjustment will be made in respect of two adjustments recorded by the Company (or its subsidiaries) on their books and records in respect of a writedown of broadcast film rights ($882,000) or liabilities to ▇▇▇▇ ▇▇▇▇▇▇▇▇ ($147,000); (v) cash resulting from the sale of certain real estate described on Exhibit B in the amount of $316,175 shall not be taken into account; (vi) certain automobiles described on Exhibit C have been sold to ...
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Effective Closing Date. Notwithstanding the foregoing, the consummation of the transactions contemplated by this Agreement for financial reporting purposes shall be deemed to have taken place at 12:01 a.m. Eastern Standard Time on February 15, 2006.
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Related to Effective Closing Date

  • 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 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”).

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

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

  • Closing Date 1.2 Code........................................................