As of the Closing the Buyer shall have delivered to the Shareholders a written notice confirming that each of the conditions to the Buyer's obligations under this Agreement that are specified in Section 7.2 have been satisfied or waived by the Buyer.
As of the Closing. The Company or the applicable Company Subsidiary who employs a Logistics Contract Employee shall be under no obligation whatsoever to continue to employ such employee after the Company or applicable Company Subsidiary ceases to have an obligation to service the Logistics Contracts to which his or her employment relates and nothing shall prevent the Company or the applicable Company Subsidiary from terminating a Logistics Contract Employee at any time for cause. As soon as the Shareholder or a Subsidiary of the Shareholder (other than the Company or a Company Subsidiary) obtains the appropriate operating or other licenses to service a Logistics Contract, the Shareholder shall promptly provide notice of receipt of such operating or other licenses to the Purchaser and the Purchaser shall cause the Company or the applicable Company Subsidiary to terminate the employment of each Logistics Contract Employee associated with such Logistics Contract (but not with any other Logistics Contract for which all required operating or other licenses has not yet been obtained) as soon as practicable after receipt of such notice. If a Logistics Contract Employee is associated with more than one Logistics Contract, his or her employment shall continue until the appropriate operating or other licenses have been obtained with respect to all such contracts. The Sellers shall reimburse the Purchaser for any and all costs associated with the employment or termination of and the provision of employee benefits (including the provision of COBRA Coverage) to the Logistics Contract Employees in accordance with the reimbursement procedures established in the Transfer Services Agreement. Section 7.9
As of the Closing. (i) all Liabilities and indebtedness owed by Bearings Company to Distribution Services or Aviation Sales (or any of their respective Subsidiaries or Affiliates), including all accounts or notes payable and any other "due to" accounts owed by Bearings Company to Distribution Services or Aviation Sales (or any of their respective Subsidiaries or Affiliates), shall be cancelled and discharged in full, and neither Bearings Company nor Wencor West shall have any obligation to repay any such Liabilities or indebtedness; and (ii) all Liabilities and accounts payable or other payables or "due to" accounts owed by either Distribution Services or Aviation Sales (or any of their respective Subsidiaries or Affiliates) to Bearings Company shall be cancelled and discharged in full, and neither Distribution Services nor Aviation Sales (or any of their respective Subsidiaries or Affiliates) shall have any further obligation to repay any such Liabilities or payables; provided, however, that between the Effective Date and the Closing, Bearings Company shall (a) be operated in the Ordinary Course of Business (including not purchasing parts or product inventory in an amount or in quantities materially in excess of or different from that which has historically been purchased) and (b) not sell parts or product inventory to Distribution Services or Aviation Sales (or any of their respective Subsidiaries or Affiliates) in an amount or in quantities materially in excess of or different from that which has historically been sold to such entities).
As of the Closing. The Purchaser, on and as of the Closing Date, shall pay to the Seller such amounts as may be required to replace:
As of the Closing. Date and except as set forth on Exhibit “E”, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation in any material respect of the securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Collateral Agent, or the Collateral Agent, as an agent of the Collateral Agent, of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by Laws affecting the offering and sale of securities generally and those that have been obtained or made and are in full force and effect.
As of the Closing. (i) Postmates shall deliver to SpinCo fully executed documents of conveyance to effect the contribution of the Serve Assets to SpinCo, each in a mutually agreed form; (ii) SpinCo shall deliver to Postmates fully executed documents of assumption to effect the assumption of the Assumed Liabilities by SpinCo, each in a mutually agreed form; and (iii) SpinCo shall issue and deliver to Postmates the SAFE and the Side Letter, each of which shall also be executed by Postmates.
As of the Closing. After Closing and completion of the audit (or the review and acceptance) by the Parent's independent certified public accountants (which shall be completed within sixty (60) days of the Closing), the Book Value Amount shall be adjusted up or down as finally determined in accordance with Section 1.3.1, and each party shall pay in cash to the other within fifteen (15) days after the Book Value Amount is finally determined such amounts as may be necessary to give effect to the correct Book Value Amount, as finally determined. Except for any payments required by the immediately preceding sentence, payments due hereunder with respect to any adjustments to the Book Value Amount under this Subsection 1.4.2 shall be paid by delivery on the applicable determination date (i.e. within one hundred fifty (150) days after Closing in the case of accounts receivable and within two hundred forty (240) days after Closing in the case of inventory) of one or more promissory notes which shall bear interest at the rate of eight percent (8%) per annum and shall mature on the Second Installment payment date. Amounts due under the notes may be set-off against any installments due to Shareholders under Subsection 1.2.2 hereof. Any account receivable or inventory which results in a reduction in Book Value Amount under this Subsection 1.4.2 shall be assigned to the Shareholders upon execution by Shareholders of the promissory note referred to above.
As of the Closing. (l) An officers certificate setting forth a copy of the resolutions adopted by Company's Board of Directors authorizing the terms of this Stock Purchase Agreement, the transactions contemplated herein and the Closing and certifying as to the authority of the officers executing this Stock Purchase Agreement and any documents to be delivered by Purchaser at the Closing.
As of the Closing. (i) Except as set forth in a letter to be delivered by the Acquired Entities to Republic no later than 10 days after the date hereof, with respect to each taxable period of each Acquired Entity, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against any Acquired Entity; (iii) no Acquired Entity has consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) no Acquired Entity has requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or threatened against or with respect to any Acquired Entity regarding Taxes; (vi) no Acquired Entity has made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Effective Date; (vii) there are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of any Acquired Entity; (viii) no Acquired Entity will be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Date; (ix) no Acquired Entity has been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) no Acquired Entity is a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Tax...
As of the Closing. Seller shall pay to all Offered Employees who accept employment with Buyer as of the Closing any and all liabilities relating to or arising out of their employment with Seller prior to the Closing or the termination of that employment, including without limitation any payments and benefits due to such Continuing Employees as accrued salary, vacation pay, bonus, commissions, reimbursable business expenses or other forms of compensation.
