Effective Date; Closing Dates Clause Samples

The 'Effective Date; Closing Dates' clause establishes when an agreement becomes legally binding and specifies the dates on which key transactional events, such as the closing of a sale or transfer, will occur. Typically, the effective date is the point at which all parties have signed the contract, while closing dates are set for the completion of specific obligations, like the transfer of assets or payment. This clause ensures all parties are clear on the timeline for the agreement’s enforceability and the execution of critical steps, thereby preventing confusion or disputes about when responsibilities begin and when the transaction is finalized.
Effective Date; Closing Dates. This Agreement shall become effective and binding upon delivery of counterpart signature pages of this Agreement executed by each of the parties hereto, and by delivery of the Legal Opinions and the Closing Certificates of the Issuer Parties as provided in Section 6.1 hereof, to the offices of Proskauer Rose LLP, Eleven ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 4:00 p.m. (New York time), on the Effective Date. In consideration of and in express reliance upon the representations, warranties and covenants, and otherwise upon the terms and subject to the conditions, of this Agreement, from and after the Effective Date and during the Investment Period, the Issuer Parties shall issue and sell to the Investor, and the Investor agrees to purchase from the Issuer Parties, the Securities in respect of each Draw Down Notice. The issuance and sale of Securities to the Investor pursuant to any Draw Down Notice shall occur at each Closing on the applicable Closing Date in accordance with Section 2.4, provided in each case that all of the conditions precedent thereto set forth in Article VI theretofore shall have been fulfilled or (to the extent permitted by applicable law) waived.
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Effective Date; Closing Dates. This Agreement will become effective and binding upon delivery of counterpart signature pages of this Agreement executed by each of the parties hereto, and by delivery of the Legal Opinions of the Sentio Parties as provided in Section 6.1 hereof, to the offices of DLA Piper LLP (US), 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Effective Date. In consideration of and in express reliance upon the representations, warranties and covenants, and otherwise upon the terms and subject to the conditions, of this Agreement, from and after the Effective Date and during the Put Period, and, if exercised by the Investor, during the Extension Period the Sentio Parties will issue and sell to the Investor, and the Investor agrees to purchase from the Sentio Parties, the Securities in respect of each Put Exercise Notice. The issuance and sale of Securities to the Investor pursuant to any Put Exercise Notice will occur at each Closing on the applicable Closing Date in accordance with Section 2.4, provided in each case that all of the conditions precedent thereto set forth in Article VI theretofore will have been fulfilled or (to the extent permitted by applicable law) waived.
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Related to Effective Date; Closing Dates

  • 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 ▇▇▇ ▇▇▇▇.

  • Effective Date; Term This Agreement shall become effective on the date of its execution and shall remain in force for a period of two (2) years from such date, and from year to year thereafter but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and by a vote of the Board of Trustees or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that this Agreement may be continued "annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder.

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement and all of the Insider Letters.

  • Closing Dates Each Closing of the purchase of Convertible Debentures by the Buyers shall occur at the offices Yorkville Advisors Global, LP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The date and time of each Closing shall be as follows: (i) the First Closing shall be 10:00 a.m., New York time, on the first Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “First Closing Date”), (ii) the Second Closing shall be 10:00 a.m., New York time, by the third Business Day after the date on which the Registration Statement is filed by the Company with the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Second Closing Date”), and (iii) the Third Closing shall be 10:00 a.m., New York time, by the third Business Day after the Registration Statement is first declared effective by the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Third Closing Date” and collectively referred to as the “Closing Dates”). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

  • Effective Date; Duration This Agreement shall become effective when signed by both parties and approved by the City’s legal counsel. Unless sooner terminated, this Agreement shall expire on June 30, 2019. Termination or expiration shall not extinguish or prejudice the City’s right to enforce this Agreement with respect to any default or defect in performance that has not been cured.