Actions on Closing Date. Subject to satisfaction of the ----------------------- applicable conditions precedent set forth in Sections 3, 4 and 5, on the Closing Date:
(a) the Owner Participant shall make the Investment required to be made by it on the Closing Date;
(b) the Pass Through Trustee, as a Loan Participant, shall pay to the Owner Trust the purchase price for the Secured Note required to be purchased by it on the Closing Date, the Owner Trust shall execute and deliver to the Indenture Trustee the Secured Note, and the Indenture Trustee shall authenticate and register the Secured Note and shall deliver the Secured Note to the Pass Through Trustee, as a Loan Participant; and
(c) simultaneously therewith, the Owner Trust shall enter into the Charter with the Owner Trust; and
(d) if the Delivery Date shall have occurred, the Charterer shall sub-charter the Vessel Interest to MSCL pursuant to the Initial Subcharter.
Actions on Closing Date. (a) On the Closing Date, the Parties shall take, or cause to be taken, the actions set out in Exhibit 4.4, which shall be taken simultaneously.
(b) No Purchaser and no Seller shall be obliged to close this Agreement unless:
(i) Sellers and the relevant Purchaser comply with all their obligations under Section 4.4 in respect of the Divisions to be acquired by that Purchaser (provided that, if two Purchasers do not comply with such obligations, Sellers may, at their discretion, decide not to close this Agreement in its entirety); and
(ii) subject to Sections 4.2 (a) (ii) (A) and 4.3 (e), the purchase of all the Sold Shares in respect of the Divisions to be acquired by that Purchaser is completed simultaneously, provided that no Seller or Purchaser shall be entitled to rely on its own default under Section 4.4 in order to avoid its obligation to close this Agreement.
Actions on Closing Date. On the Closing Date, the Parties shall take the following actions, which shall be taken simultaneously:
a) joint signing of the statement that all conditions precedent have been met or were waived by the Parties, substantially in the form as attached in Exhibit 5 (6) a);
b) [intentionally left blank]
c) payment of Escrow Amount (EUR 13,750,000) completely and unconditionally as well as free of any costs and charges by way of wire transfer to the Escrow Account pursuant to § 3 (6);
d) delivery of BGI Shares as provided for in Section 3 (7) b);
e) delivery of all shares of the Group Companies, to the extent applicable, to Purchaser 1, 2 and 3, delivery of the share register of OM P AG, as applicable and delivery of the required resolutions on the consent on the transfer of Shares and issuance of all other required statements for the transfer of Shares;
f) payment by the Purchaser 1, 2 and 3 of the remaining Preliminary Purchase Price (minus Escrow Amount (EUR 13,750,000) and minus the amount fulfilled by the delivery of BGI Shares (EUR 27,500,000 pursuant to Section 3 (7) b));
g) termination of the profit and loss transfer agreement between the Seller and the OM GmbH in accordance with Section 9 (1); and
h) delivery of proper transfer pricing documentation of the Group Companies pursuant to Section 8 (2) b) by Seller.
Actions on Closing Date. Subject to satisfaction of the applicable conditions precedent set forth in Sections 3 and 4, on the Closing Date:
(a) the Owner Participant shall make the Investment required to be made by it on the Closing Date;
(b) the Pass Through Trustee, as a Loan Participant, shall pay to the Grantor Trustee the purchase price for the Secured Notes on the Closing Date, the Grantor Trustee shall execute and deliver to the Indenture Trustee the Secured Notes, and the Indenture Trustee shall authenticate and register the Secured Notes and shall deliver the Secured Notes to the Pass Through Trustee, as a Loan Participant;
(c) the Grantor Trustee shall lease from Enserch Holdings and Enserch Holdings shall lease to the Grantor Trustee, the Undivided Interest;
(d) the Grantor Trustee shall pay all Lessor's Cost to Enserch Holdings;
(e) Enserch Holdings shall assign all of its right, title and interest in and to the Head Lease to the Lessee and the Lessee shall assume all of the obligations of Enserch Holdings thereunder pursuant to the Assignment and Assumption and Security Agreement;
(f) the Grantor Trustee shall lease to the Lessee, and the Lessee shall lease from the Grantor Trustee, the Undivided Interest pursuant to the Lease; and
(g) the Lessee shall provide the Grantor Trustee and the Owner Participant with Credit Support.
Actions on Closing Date. Other than the consummation of the Transaction and other transactions in the ordinary course of business, Sellers shall not take any action (or cause any of the Companies or their subsidiaries to take any action) on the day of Closing that is reasonably likely to increase the Tax liability of Purchaser, the Companies, or any of their respective subsidiaries.
Actions on Closing Date. On the Closing Date, the Sellers and the Purchasers shall simultaneously (Zug um Zug) take the following actions:
6.5.1 The Purchasers shall pay to the Sellers the Purchase Price in accordance with Section 4.
6.5.2 The Sellers shall deliver to the Purchasers a duly executed resolution of the shareholders’ meeting of the Target substantially in the form attached hereto as Annex 6.5.2 approving the transfer of the Shares to the Purchasers as required by article 3.7 and 10.11.1 (approval of the share transfer by the shareholders’ meeting) and article 9 (written shareholders’ resolution) of the Target’s articles of association.
6.5.3 Except as provided in Section 4.6.4, the Sellers shall procure that WILD Switzerland confirms to HPW in writing that with the payment by the Purchasers pursuant to Section 4.6.4 the loan granted by WILD Switzerland to HPW by virtue of the loan agreement dated 3 February 2010, as amended by virtue of the first amendment agreement dated 1 May 2014, the interest accrued thereon and any balance owed by HPW to WILD Switzerland under the current account maintained at WILD Switzerland have been fully repaid and no loan, no interest thereon and no balance remains outstanding as of the Closing Date.
6.5.4 Except as provided in Section 4.6.5, the Sellers shall procure that WILD Flavors Inc. confirms to HPW in writing that with the payment by the Purchasers pursuant to Section 4.6.5 the loan granted by WILD Flavors Inc. to HPW by virtue of the promissory note dated 17 February 2014 and the interest accrued thereon have been fully repaid and no loan and no interest thereon remains outstanding as of the Closing Date. EXECUTION COPY
6.5.5 Each of the Sellers shall assign the Shares sold by it according to Section 3.1.1 to the relevant Purchaser by executing the Assignment Declarations in accordance with Section 3.3, it being understood and agreed that the Purchasers shall not be obligated to proceed with the Closing unless all of the Shares are assigned and transferred to them as part of the Closing.
6.5.6 The Sellers shall deliver to the Purchasers duly executed resignation letters of certain members of the Target’s advisory board (such resignations having effect as of the Closing Date) as set out in Annex 6.5.6 and, in the resolution of the shareholders’ meeting of the Target referred to in Section 6.5.2 exonerate (entlasten) the resigning advisory board members upon their resignation.
6.5.7 The Sellers shall procure that the management of th...
Actions on Closing Date. 4.1 Closing shall take place at the registered office of the Company on the 2nd (Second) business day following the receipt of the Seller’s CP Satisfaction Notice by the Buyer, in terms of Clause 3.2 above, or on such other date, time and place as may be mutually agreed, in writing, between the Seller and the Buyer (“Closing Date”).
4.2 The transactions contemplated under this Agreement to be consummated at Closing shall be deemed to occur simultaneously and no such transaction shall be deemed to be consummated unless all such transactions have been duly consummated.
4.3 On the Closing Date, the following transactions shall be completed (in the following chronological order):
Actions on Closing Date. The closing of the Contribution will occur on the date you have satisfied all of the closing conditions (the "Closing Date"). On the Closing Date:
(a) You will contribute to Europe NV all of the Units shown on EXHIBIT A;
(b) Europe NV will issue to you the number of NV Shares shown EXHIBIT A. The share certificates will be delivered to you within seven business days of the Closing Date.
Actions on Closing Date. Subject to satisfaction of the applicable conditions precedent set forth in Sections 3 and 4, on the Closing Date:
(a) Owner Participant shall make the Investment required to be made by it on the Closing Date;
(b) each Loan Participant shall pay to the Lessor its purchase price for its Notes on the Closing Date, the Lessor shall execute and deliver to the Indenture Trustee and the Indenture Trustee shall authenticate to such Loan Participant and deliver and register in the name of such Loan Participant, such Notes in the aggregate principal amount set forth opposite the name of such Loan Participant on Schedule 2.2 hereto;
(c) the Lessee shall sell, quitclaim and transfer to the Lessor and the Lessor shall purchase from the Lessee all of the Lessee’s right, title and interest in and to the Undivided Interest;
(d) the Lessor Trustee shall pay the Lessor’s Cost to the Lessee; and
(e) the Lessor shall lease to the Lessee, and the Lessee shall lease from the Lessor, the Undivided Interest pursuant to the Lease.
Actions on Closing Date. 4.1 Closing shall take place at the registered office of the Company on the 2nd (Second) business day following the receipt of the Seller’s CP Satisfaction Notice by the Buyer, in terms of Clause 3.2 above, or on such other date, time and place as may be mutually agreed, in writing, between the Seller and the Buyer (“Closing Date”).
4.2 The transactions contemplated under this Agreement to be consummated at Closing shall be deemed to occur simultaneously and no such transaction shall be deemed to be consummated unless all such transactions have been duly consummated.
4.3 On the Closing Date, the following transactions shall be completed (in the following chronological order):
4.3.1 Prior to remittance under Clause 4.3.2 below, the Buyer shall file Form 15CA and Form 15CB with the Indian income-tax department in the manner prescribed under the provisions of the IT Act;
4.3.2 the Buyer shall remit to the Seller Bank Account, by way of wire transfer through normal banking channels, the Purchase Price, minus the amount of tax required to be withheld from the Purchase Price on the basis of the certificate provided by the Seller under Clause 3.1.1 of this Agreement;
4.3.3 [the Seller shall deliver and cause the Company to deliver to the Buyer, the Seller Compliance Document and the Company Compliance Documents, respectively;
4.3.4 the Buyer shall (i) file through the online e-biz portal, the Form FC-TRS, along with the Seller Compliance Document, Company Compliance Documents and the Buyer Compliance Documents; (ii) obtain due acknowledgement of the Form FC-TRS from the relevant authorized dealer bank; and (iii) deliver a copy of the acknowledged Form FC-TRS to the Seller and the Company;]10
4.3.5 [the Buyer shall deliver to the Seller duly stamped securities transfer forms executed by the Buyer, setting out the details of the Sale Shares;
4.3.6 the Seller shall execute the securities transfer forms in relation to the Sale Shares and deliver (i) the executed securities transfer forms in relation to the Sale Shares to the Company; and (ii) duly stamped and executed share certificates representing the Sale Shares to the Buyer;]11 9 Note to Draft: This draft assumes that 8 (eight) Chennai-based employees currently not on the rolls of the Company will be transferred to the Company as part of the transaction. Note that employee provident fund accruals cannot be transferred to another account unless the employee actually joins the new employer. However, Benefit Plans w...
