Preliminary Closing Sample Clauses
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Preliminary Closing. On or before 1:00 p.m., Orlando, Florida time, on October 24, 2018, or at such other date and time as may be mutually agreed upon by the City and Lender (the “Preliminary Closing Date”), this Agreement shall be executed and delivered and the Lender shall have received (i) a duly executed original counterpart of this Agreement, (ii) a certified copy of the Supplemental Resolution, (iii) evidence of ratings on the Bonds outstanding under the Covenant Ordinance, (iv) an opinion of counsel to the City in substantially the form attached hereto as Exhibit E, and (v) a Certificate of the City in substantially the form attached hereto as Exhibit I and simultaneously therewith there shall be delivered to the City (vi) a duly executed original counterpart of this Agreement, (vii) an original of the Investor Letter in the form attached hereto as Exhibit A signed by an authorized representative of the Lender, (viii) an Incumbency Certificate of the Lender, and (ix) a Disclosure Letter and Truth-in-Bonding Statement dated the Preliminary Closing Date in accordance with Section 218.385, Florida Statutes, in the form attached hereto as Exhibit C (all of the foregoing actions (i) through (ix) are herein referred to collectively as the “Preliminary Closing”). The Preliminary Closing shall take place at Orlando City Hall, or such other place as shall have been mutually agreed upon by the City and Lender. Assuming the Preliminary Closing is completed in accordance with the provisions of this Agreement then, subject to the provisions of this Agreement, the Lender shall be obligated to purchase the Series 2019A Bond and pay the purchase price in the amount of $ (the “Purchase Price”) and the City shall be obligated to issue and deliver the Series 2019A Bond on the Final Closing Date.
Preliminary Closing. Balance Sheet The Seller shall have delivered to the Purchaser the Preliminary Closing Balance Sheet.
Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, White, Will▇▇▇▇ & ▇art▇▇, ▇▇ Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur
Preliminary Closing. A preliminary closing ("Preliminary Closing") of the transactions contemplated by this Agreement shall take place at the offices of Chamberlain, Hrdlicka, Kori ▇▇▇eement and Plan of Merger//Page 1 10 White, Will▇▇▇▇ & ▇art▇▇, ▇▇ Houston, Texas, commencing at 9:00 a.m. local time on such date ("Preliminary Closing Date") on which Parent or the Shareholders shall have notified the other at least three business days in advance, provided that the Preliminary Closing shall occur simultaneously with the execution and delivery of the underwriting agreement ("Underwriting Agreement") relating to the purchase by the underwriters of shares of Parent Common Stock for resale to the public in connection with the IPO (defined in Section 1.5). At the Preliminary Closing the following deliveries will be made to the Exchange Agent (defined in Section 1.7) to be held by such Agent in escrow pending disposition in accordance with Section 1.2(b) below: (i) the Shareholders will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.1 below (except that only the original documents referred to in Section 4.1(m)(ii) need be delivered), (ii) Parent will deliver four multiple originals of the various certificates, instruments, and documents referred to in Section 4.2 below, and (iii) Parent will make the deliveries contemplated by Section 1.3(a). Each of such certificates, instruments, and documents to be delivered in accordance with clauses (i) and (ii) that are to be executed by the parties will be fully executed, but dated in blank, except that the certificates to be delivered in accordance with Section 4.1(a), 4.1(b), 4.2(a) and 4.2(b) shall be dated the Preliminary Closing Date.
Preliminary Closing. After all of the conditions to the Closing set forth in Article VII have been satisfied or are capable of being satisfied (except for those conditions that by their nature will be satisfied at the Closing) (a) at least twenty (20) Business Days prior to Closing (or such shorter period as New York may allow), London shall deliver to the New York Parties evidence of consents, approvals, permits and authorizations from Governmental Bodies or third parties required in connection with the Taiwan Restructuring or referenced in Section 7.1(g) and other documentation necessary to effectuate the Taiwan Restructuring pursuant to the terms of this Agreement and (b) at least one (1) week prior to the Closing, London shall deliver to the New York Parties evidence of the completion of the Taiwan Restructuring pursuant to Section 5.23.
Preliminary Closing. In order to effectuate the transactions contemplated herein, at the Preliminary Closing (as defined herein) the parties hereto shall execute an escrow agreement (the "Escrow Agreement") in the form of Exhibit 1.5 annexed hereto. Subject to the terms and conditions of Section 8.1 hereof, on the later of (i) December 31, 1997 and (ii) within three (3) business days following the satisfaction of the conditions set forth in Sections 7.2(a) and 7.3 (a) a preliminary closing shall occur (the "Preliminary Closing") at which the following shall take place:
(a) the Company and the Stockholders shall deliver all Company Closing Documents (as defined herein), duly executed (with the exception of the DOH Consent if it has not been obtained), to the Escrow Agent; and
(b) the Parent and the Sub shall deliver all Parent Closing Documents (as defined herein), duly executed (with the exception of the DOH Consent if it has not been obtained), to the Escrow Agent. The date on which the Preliminary Closing shall occur is the "Preliminary Closing Date". All documents delivered to the Escrow Agent shall be held pursuant to the terms and conditions of the Escrow Agreement. Subject to the terms and conditions contained in the Escrow Agreement, at such time as the DOH Consent has been delivered to the Escrow Agent and the other conditions provided for in Section 7.1(a) are satisfied, the Escrow Agent shall effect the Closing by filing the Merger Certificate and releasing the Documents held by it from escrow.
Preliminary Closing. 2 (b) Final Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (c)
Preliminary Closing. The Preliminary Closing shall take place, by exchange of documents, as of the date of this Amendment, and Preliminary Schedule 1.1(a) shall be delivered at this time.
Preliminary Closing. The Preliminary Closing shall be the execution and delivery of this Agreement and a Real Estate Purchase Agreement for the sale to Purchaser, or its designated nominee or assignee, of the Company's dealership property. The Final Closing shall occur on or before October 1, 1996. Purchaser shall pay to Seller at the Preliminary Closing as partial payment for the Dealerships assets the sum of One Hundred Thousand Dollars ($100,000).
i. The Final Closing of the purchase and sale shall be contingent upon the approval of this transaction and the issuance of sales and service agreements by Chrysler Corporation and Chrysler Financial Corporation or financial institution of Purchaser's choice for credit line financing, and approval and license by the Oregon Department of Motor Vehicles, if required, and shall occur at such place and time as the parties mutually agree, within fourteen (14) days (or as otherwise agreed in writing to coordinate Final Closing with the end of a monthly accounting period) after the date upon which Purchaser, or its designated nominee or assignee, shall have received written approval to become an authorized dealer of Dodge vehicles at Seller's location in Eugene (the "Approvals"). The parties agree to use best efforts to expedite the Approvals of Purchaser or its nominee or assignee, as a new Dodge dealer and to meet the minimum capital requirements imposed by Dodge.
ii. Purchaser shall notify Seller promptly of the receipt of the Approvals.
Preliminary Closing. AGENDA This preliminary closing agenda contains the documents delivered in connection with a third amendment to credit facility provided to Moog Inc. Stock Employee Compensation Trust (the "Borrower"), by Citizens Bank, N.A., a national banking association (successor by merger to Citizens Bank of Pennsylvania) (the "Bank"). No. LOAN DOCUMENTS Responsible Party 1. Third Amendment to Credit Agreement, by and between the Borrower and the Bank (the "Amendment"), as consented to by Moog Inc., a New York corporation (the "Guarantor"). Bank Annex 1 – Amended Credit Agreement. Bank Annex 2 – Preliminary Closing Agenda. Bank Exhibit A – Amended Exhibit 2.3.1 to Credit Agreement – Form of Revolving Credit Loan Request. Bank 2. Amended Schedules to the Credit Agreement, if needed and as applicable. Borrower ORGANIZATIONAL DOCUMENTS Borrower 3. Certificate of the Trustee of the Trust as to (i) resolutions of the Administrative Committee of the Trust authorizing the Trust to enter into the Amendment, (ii) incumbency and (iii) no amendments to the Trust Agreement of the Trust. Borrower ANNEX 1 268139687 $35,000,000.00 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and between MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST and CITIZENS BANK, N.A. OF PENNSYLVANIA Dated July 26, 2018