The Closing Sample Clauses
The Closing clause defines the procedures and requirements for finalizing a transaction or agreement. It typically outlines the date, location, and conditions that must be met before the parties can complete the deal, such as the exchange of documents, payment of funds, or transfer of assets. By specifying these details, the clause ensures that both parties understand the steps necessary to officially conclude the transaction, thereby reducing the risk of misunderstandings or disputes at the final stage.
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The Closing. (a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing;
(2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and
(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit;
(2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and
(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement
(c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.
The Closing. The sale and purchase of the Receivables shall take place at a closing at the offices of M▇▇▇▇ ▇▇▇▇▇ LLP, 7▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.
The Closing. The sale and purchase of the Receivables shall take place at a closing at a place, on a date and at a time mutually agreeable to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and Servicing Agreement and (b) the Indenture.
The Closing. The closing of the transactions contem plated by this ----------- Agreement (the "Closing") shall be held at 9:00 a.m. local time on the date of the Effective Time at the offices of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other date, place and time as the parties may agree.
The Closing. The closing (the “Closing”) of the transactions contemplated hereby shall take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 9:30 a.m. (New York City time) on March 13, 2019 or at such other time or place as the parties shall agree.
The Closing. (a) The consummation of the transactions contemplated hereby (the "Closing") shall occur at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 9:00 a.m. local time on the date the conditions to the Closing set forth in Sections 5(c), (d) and (e) are satisfied or waived or such other time and date as may be agreed by the parties (the "Closing Date").
(b) At the Closing, each of the Investors shall direct in writing the Property Trustee, as its agent, to (i) instruct The Depository Trust Company ("DTC") to reduce the amount of outstanding Preferred Securities electronically registered with DTC by the amount of the Exchanged Preferred (the "DTC Reduction"), and to modify the terms of the Remaining Preferred Securities registered electronically with DTC to reflect the terms of the Revised Certificate representing the Remaining Preferred Securities issued pursuant to Section 3(b) hereof; and (ii) surrender to the Trust the certificates representing the Exchanged Preferred, on behalf of each such Investor, duly endorsed or assigned in blank; and each Investor shall deliver to the Property Trustee an assignment of its PIK Distribution; and immediately thereafter, the Property Trustee will (and will be directed by the Investors to) surrender the Exchanged Debentures and assign the PIK Interest, on behalf of the Trust and each Investor, to the Company; and upon receipt by the Company of such Exchanged Debentures and the PIK Interest, the Company shall authorize its transfer agent to issue to each Investor one or more stock certificates (the "Stock Certificates") registered in the name of such Investor or its custodial designee representing the number of shares of Common Stock to be issued to such Investor upon consummation of the Preferred Securities Exchange and the PIK Exchange with fractional shares from each of the Preferred Securities Exchange and the PIK Exchange combined and rounded to the nearest whole share (as set forth opposite such Investor's name on Schedule A). Immediately following the consummation of the Preferred Securities Exchange and the PIK Exchange, the Trust and the Company, as the case may be, will issue the Revised Certificate as contemplated by Section 3(b) hereof.
(c) The respective obligations of the Company, the Trust and the Investors to complete the transaction contemplated hereby at the Closing shall be subject to the satisfaction of the following conditions:
(i)...
The Closing. The sale and purchase of the Receivables shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date at a time mutually agreeable to the Seller and Ally Auto, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer Agreements.
The Closing. The execution and delivery of the Transaction Documents (the “Closing”) shall occur at the offices of Company at 10:00 a.m. (local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.
The Closing. The time and date of closing and delivery of the documents required to be delivered to the Placement Agent pursuant to Sections 5 and 7 hereof shall be at 11:00 A.M., New York time, on [●], 2016 (the “Closing Date”) at the office of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
The Closing. (a) The closing of the Exchange (the “Closing”) will take place at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the day immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the representations and warranties of the Company set for...