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 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 closing of the transactions contemplated hereby shall take place at 10:00 am local time, at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., on the day on which the Initial Public Offering of Pentegra Common Stock is consummated. The date on which the Closing occurs is hereinafter referred to as the "Closing Date".
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 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 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. 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. 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 closing of the Repurchase (the “Closing”) shall take place on the date hereof or at such time and place as the Company and Holders mutually agree (the “Closing Date”). At the Closing:
a. the Company shall pay or cause to be paid to each Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the Consideration; and
b. each Holder shall deliver to the Trustee the Repurchased Notes being sold by such Holder as set forth in Exhibit A, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and the Trustee, or by means of the book-entry transfer procedures of the Depositary Trust Company, as depository for the Notes, or by means of transfer acceptable to the Company, against payment by the Company of the Consideration.
c. Upon consummation of the Repurchase, the Company will instruct the Trustee to cancel the Repurchased Notes, and thereafter the Repurchased Notes shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holders and any representation, warranty, undertaking and obligation of the Holders hereunder shall be binding upon the respective trustees in bankruptcy, legal representatives, successors and assigns of a Holder.