Common use of Action of Buyer at Closing Clause in Contracts

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver or cause to be delivered to Seller: (a) an amount equal to the Initial Payment; (b) the Stakeholders’ Agreement, properly executed by Buyer and dated as of the Closing Date; (c) a certificate of an officer of each of Nucor and Buyer regarding the authority and incumbency of those officers of Nucor or Buyer, as applicable, executing this Agreement and any other agreements or instruments delivered at Closing; (d) copies of resolutions or equivalent instruments duly adopted by each of Buyer and Nucor authorizing and approving the execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in full force and effect as of the Closing Date by an officer of Buyer or Nucor, as applicable; (e) a certificate of a duly authorized officer of Buyer certifying that the conditions in Section 6.01 have been fulfilled; and (f) such other instruments, agreements, certificates and documents as Seller reasonably deems necessary to effect the Transaction. All actions and transactions constituting the Closing (including all the deeds and documents to be executed on Closing pursuant to this Agreement) shall be regarded for the purpose of the Closing as a single transaction and shall constitute a condition to the effectiveness of the Closing so that, at the option of the Party having an interest in carrying out the relevant action, no action or transaction shall be deemed to have taken place, unless and until all the other actions and transactions constituting the Closing shall have taken place as provided in this Agreement.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellerSellers, Buyer shall deliver or cause to be delivered to SellerSellers: (a) an amount equal to the Initial PaymentPurchase Price; (b) the Stakeholders’ Agreementan assignment and assumption agreement, properly fully executed by Buyer, in form and substance reasonably acceptable to Sellers, pursuant to which Buyer and dated as shall assume the future performance of the Closing DateAssumed Contracts; (c) a certificate of an officer of each of Nucor and Buyer regarding the authority and incumbency of those officers of Nucor or Buyer, as applicable, executing this Agreement and any other agreements or instruments delivered at Closing; (d) copies of resolutions or equivalent instruments duly adopted by each the governing body of Buyer and Nucor authorizing and approving the Buyer's execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in full force and effect as of the Closing Date by an appropriate officer of Buyer, (d) certificates of the duly authorized President or a Vice President of Buyer certifying that each of the representations and warranties of Buyer contained in this Agreement is true and correct on and as of the Closing Date, and that each and all of the terms, covenants and agreements to be complied with or Nucorperformed by Buyer on or before the Closing Date have been complied with and performed, as applicable;except where such failure will not cause a material adverse effect individually or in the aggregate on the Sellers. (e) a certificate certificates of a duly authorized officer existence and good standing of Buyer certifying that from the conditions jurisdiction in Section 6.01 have been fulfilledwhich it is organized, dated within thirty (30) days prior to the Closing Date; and (f) such other instruments, agreements, certificates instruments and documents as Seller Sellers reasonably deems deem necessary to effect the Transaction. All actions and transactions constituting the Closing (including all the deeds and documents to be executed on Closing pursuant to this Agreement) shall be regarded for the purpose of the Closing as a single transaction and shall constitute a condition to the effectiveness of the Closing so that, at the option of the Party having an interest in carrying out the relevant action, no action or transaction shall be deemed to have taken place, unless and until all the other actions and transactions constituting the Closing shall have taken place as provided in this Agreement.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellerSellers, Buyer shall deliver or cause to be delivered to Sellerdeliver: (a) an amount equal to Sellers the Initial Payment;Cash Consideration; 49 (b) if deliverable, to Sellers the Stakeholders’ Agreement, properly executed by Buyer and dated as of the Closing DateShare Consideration; (c) a certificate of an officer of each of Nucor and Buyer regarding to Sellers the authority and incumbency of those officers of Nucor or Buyer, as applicable, executing this Agreement and any other agreements or instruments delivered at ClosingEmployee Payments; (d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to Sellers, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities; (e) to Sellers the Registration Rights Agreement, fully executed by Buyer; (f) to Sellers copies of resolutions or equivalent instruments duly adopted by each the board of directors of Buyer and Nucor authorizing and approving the Buyer's execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in full force and effect as of the Closing Date by an appropriate officer of Buyer or Nucor, as applicableBuyer; (eg) a certificate to Sellers certificates of a the duly authorized officer President or a Vice President of Buyer certifying that the fulfillment of the conditions set forth in Section 6.01 have been fulfilled6.01; (h) to Sellers certificates of incumbency for the officers of Buyer executing this Agreement and other Closing documents, dated as of the Closing Date; (i) to Sellers certificates of existence and good standing of Buyer from the jurisdiction in which it is incorporated, dated within seven (7) business days date prior to Closing; and (fj) to Sellers such other instruments, agreements, certificates instruments and documents as Seller Sellers reasonably deems deem necessary to effect the Transaction. All actions and transactions constituting the Closing (including all the deeds and documents to be executed on Closing pursuant to this Agreement) shall be regarded for the purpose of the Closing as a single transaction and shall constitute a condition to the effectiveness of the Closing so that, at the option of the Party having an interest in carrying out the relevant action, no action or transaction shall be deemed to have taken place, unless and until all the other actions and transactions constituting the Closing shall have taken place as provided in this Agreementcontemplated hereby.

Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by SellerSellers, Buyer shall deliver or cause to be delivered to Sellerdeliver: (a) an amount equal to Sellers the Initial PaymentCash Consideration; (b) if deliverable, to Sellers the Stakeholders’ Agreement, properly executed by Buyer and dated as of the Closing DateShare Consideration; (c) a certificate of an officer of each of Nucor and Buyer regarding to Sellers the authority and incumbency of those officers of Nucor or Buyer, as applicable, executing this Agreement and any other agreements or instruments delivered at ClosingEmployee Payments; (d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to Sellers, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities; (e) to Sellers the Registration Rights Agreement, fully executed by Buyer; (f) to Sellers copies of resolutions or equivalent instruments duly adopted by each the board of directors of Buyer and Nucor authorizing and approving the Buyer's execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in full force and effect as of the Closing Date by an appropriate officer of Buyer or Nucor, as applicableBuyer; (eg) a certificate to Sellers certificates of a the duly authorized officer President or a Vice President of Buyer certifying that the fulfillment of the conditions set forth in Section 6.01 have been fulfilled6.01; (h) to Sellers certificates of incumbency for the officers of Buyer executing this Agreement and other Closing documents, dated as of the Closing Date; (i) to Sellers certificates of existence and good standing of Buyer from the jurisdiction in which it is incorporated, dated within seven (7) business days date prior to Closing; and (fj) to Sellers such other instruments, agreements, certificates instruments and documents as Seller Sellers reasonably deems deem necessary to effect the Transaction. All actions and transactions constituting the Closing (including all the deeds and documents to be executed on Closing pursuant to this Agreement) shall be regarded for the purpose of the Closing as a single transaction and shall constitute a condition to the effectiveness of the Closing so that, at the option of the Party having an interest in carrying out the relevant action, no action or transaction shall be deemed to have taken place, unless and until all the other actions and transactions constituting the Closing shall have taken place as provided in this Agreementcontemplated hereby.