Pre Closing and Closing Clause Samples

Pre Closing and Closing. 4 4.1 Pre-Closing............................................................................. 4 4.2 Closing................................................................................. 4 4.3 No Assurances........................................................................... 5 5.
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Pre Closing and Closing. On or before August 15, 2008 for Assignor and August 20, 2008 for Assignee, each party will deliver to ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Moot & ▇▇▇▇▇▇ ("▇▇▇▇▇ ▇▇▇▇▇▇") two originals of this Agreement signed by the party. ▇▇▇▇▇ ▇▇▇▇▇▇ will hold such Agreements until the Closing. ▇▇▇▇▇ ▇▇▇▇▇▇ will notify all parties upon its receipts of the originally signed Agreements. This Agreement will close (the "CLOSING") on the condition that all conditions precedent are met, on December 15, 2008 ("CLOSING DATE"). Assignee may extend the closing date to January 15, 2009 by providing written notice to Assignor, at which time an additional US$100,000 of the deposit becomes non-refundable. Additionally, the parties may mutually agree to close this Agreement prior to December 15, 2008. The Closing will be at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇, San Diego, California, or another location mutually acceptable to the parties.
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Pre Closing and Closing. 7.1 To effect the transfer of legal title to the P▇▇▇▇▇ Shares from the Seller to the Buyer, the Seller, AR Investment Company and the Buyer shall provide each other with the documents set forth in this Article 7 and such other and further documents as may be required by all relevant Saudi Arabian governmental authorities or any relevant third party. To ensure that the transfer of legal title to the P▇▇▇▇▇ Shares is effected as soon as practicable, the Seller further agrees to execute and/or deliver such other and further documents and to take such other and further action (without further inducement or consideration) as may be reasonably required of the Seller by a Saudi Arabian governmental authority or any relevant third party to effect transfer of legal title to the Shares. 7.2 On or before the date of this Agreement, the Seller shall provide the Buyer with the following documents, each duly authenticated and certified for use in Saudi Arabia: (a) Resolutions of the Seller’s Board of Directors or other competent corporate body authorizing the Seller to sell the shares to the Buyer and appointing a legal representative(s) to sign the required documentation on behalf of the Seller; (b) A copy of the Limited Liability Company Agreement (and any amendments thereto) of the Seller; (c) The Certificate of Formation of the Seller; and (d) a duly executed and irrevocable special power of attorney from the Seller (i) in favor of the designees of the Buyer, (ii) substantially in the form of Exhibit A attached hereto and (iii) authorizing the designees of the Buyer to take all required action on behalf of the Seller to transfer legal title to the P▇▇▇▇▇ Shares to the Buyer. 7.3 On or before the date of this Agreement, each of the Buyer and AR Investment Company shall provide the Seller with the following documents, each duly authenticated by the Chamber of Commerce and Industry in Dammam: (a) The Certificate of Registration of the Buyer and of AR Investment Company; (b) A copy of the Articles of Association of the Buyer; (c) Resolutions of the Buyer’s competent corporate body authorizing the Buyer to purchase the P▇▇▇▇▇ Shares from the Seller and appointing a legal representative(s) to sign the required documentation on behalf of the Buyer; (d) Resolutions of the partners of AR Investment Company expressly consenting to the sale of the P▇▇▇▇▇ Shares to the Buyer and waiving any preemptive rights that may be exercised by it pursuant to the Articles of Association o...
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Pre Closing and Closing. Upon the terms and subject to the conditions set forth in this Agreement: (a) The parties shall prepare for the consummation of the transactions contemplated herein in both the United States and the PRC (each, a "Pre-Closing"). The parties shall conduct a United States Pre-Closing in the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Two Embarcadero Center, 24th Floor, San Francisco, California, and a PRC Pre-Closing in the offices of the ▇▇▇ ▇▇ Law Offices, China Resources ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., Beijing. At each Pre-Closing, the parties shall deliver or cause to be delivered all of the instruments as more fully described in Section 5.2 and Section 5.3, to be held in escrow pending the Closing. (b) The consummation of the transactions contemplated herein (the "Closing"), shall be deemed to have taken place and shall be deemed to be effective at 12:01 a.m., Tianjin (PRC) time, on the first business day after which all of the conditions precedent to Closing as set forth in Article 6 and Article 7 hereof have been fulfilled or waived and both of the Pre-Closings described in subsection (a) above have been completed (the "Closing Date").
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Pre Closing and Closing. The Pre-Closing shall take place at the offices of the Escrow Agent on December 21, 2001 or at such other time and place as the Parties hereto may mutually agree. At the Pre-Closing the parties shall execute the Escrow Agreement, a copy of which is attached hereto as SCHEDULE 2.
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Pre Closing and Closing. In accordance with ----------------------- Section
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Pre Closing and Closing 
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Related to Pre Closing and Closing

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

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