4Closing Transactions Sample Clauses

4Closing Transactions. At the Closing in exchange for the Real Estate Purchase Price, the Company and PropCo (or its designee or designees) shall perform their respective obligations under the Real Estate Purchase Agreement (except to the extent waived), and thereby effect the Real Estate Purchase Transaction in accordance with and subject to the terms and conditions set forth in the Real Estate Purchase Agreement (including the conditions set forth in Article IX thereof). The transactions contemplated by this Agreement and the Real Estate Purchase Agreement are referred to herein as the “Transactions.” At or prior to the Closing: (a) Buyer shall pay the Closing Payment to Seller by wire transfer of immediately available funds to the account(s) designated in writing by Seller at least two Business Days prior to the Closing Date. (b) Buyer shall pay (or cause to be paid) the Company Transaction Expenses, as set forth on the Estimated Closing Statement, which shall be payable to each payee thereof by wire transfer of immediately available funds to such payee’s account (which Seller shall provide at least two Business Days prior to the Closing Date). (c) Buyer shall pay (or cause to be paid) the Indebtedness, as set forth in the Estimated Closing Statement, which shall be payable to each payee thereof by wire transfer of immediately available funds to such payee’s account (which Seller shall provide at least two Business Days prior to the Closing Date). (d) Buyer shall deliver or cause to be delivered to Seller: (i) counterparts to the Transition Services Agreement, duly executed by ▇▇▇▇▇; (ii) the certificates pursuant to Sections 6.3(a)(i) and 6.3(b)(i); and (iii) evidence reasonably satisfactory to Seller that ▇▇▇▇▇ has obtained, or caused to be obtained, all Gaming Approvals. (e) Seller shall deliver, or cause to be delivered: (i) to Buyer, counterparts to the Transition Services Agreement, duly executed by Seller; (ii) to the Acquirors, the certificates required by Sections 6.2(a) and 6.2(b); (iii) to the Acquirors, a properly completed IRS Form W-9 for Seller (or, if Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner) certifying that Seller (or regarded owner) is not subject to backup withholding; (iv) to the Acquirors, evidence reasonably satisfactory to the Acquirors that Seller and any of its applicable Affiliates have obtained all approvals and all other material licenses and permits under applicable law required to consummate the tran...
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Related to 4Closing Transactions

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2