ACTIONS TO BE TAKEN AT CLOSING. At the Closing, each of the following shall occur:
ACTIONS TO BE TAKEN AT CLOSING. At the Closing, the following actions will be taken:
ACTIONS TO BE TAKEN AT CLOSING. Subject to the terms and conditions set forth in this Agreement, at the Closing:
ACTIONS TO BE TAKEN AT CLOSING. Section 9.1 Actions to be Taken by Seller at the Closing. Seller shall take the following actions at the Closing:
ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Seller and Transcend shall deliver or cause to be delivered to Purchaser the following:
ACTIONS TO BE TAKEN AT CLOSING. The parties agree to take the following actions at Closing, each of which shall be conditional on completion of all other actions and all of which shall be deemed to take place simultaneously:
ACTIONS TO BE TAKEN AT CLOSING. On the Closing Date the parties shall perform the following actions (the “Closing Actions”) simultaneously (Zug um Zug) (and for the avoidance of doubt all such actions must happen contemporaneously or no party shall have any obligation to take any such action):
ACTIONS TO BE TAKEN AT CLOSING. At the Closing, the Parties shall take the following actions:
ACTIONS TO BE TAKEN AT CLOSING. At the Closing, the following actions will be taken: (a) Seller or Seller's Affiliates will deliver to Buyer, duly executed, the following: (i) a xxxx of sale, in the form attached as Exhibit 3.01(a)(i) or in such other form as agreed to in writing by Seller and Buyer, for those Acquired Assets that will not be transferred pursuant to specific documents described elsewhere in this Section 3.01(a); (ii) a certificate by a Vice-President of Seller, in a form reasonably acceptable to Buyer, to the effect that, to the Knowledge of Seller, the warranties and representations set forth in Article IV of this Agreement are true and correct in all material respects, and that all representations and warranties set forth in Article IV of this Agreement that are qualified as to materiality are true in all respects, as of the Closing; (iii) a short-form certificate of good standing and certificate of incorporation of Seller, in each case certified by the Secretary of State of the State of Ohio as of a date no more than 5 Business Days prior to the Closing Date; (iv) a certified copy of Seller's Code of Regulations; (v) an assignment of the copyrights set forth in Schedule 3.01(a)(v) in the form set forth in Exhibit 3.01(a)(v) or in such other form as agreed to in writing by Seller and Buyer; (vi) an opinion of Seller's counsel in the form attached as Schedule 3.01(a)(vi) (upon which the lenders under the Chase Commitment and the Natwest Commitment will be entitled to rely) with respect to the due authorization, execution and delivery of the Transaction Documents by Seller and Seller's Affiliates and the enforceability of the Transaction Documents against Seller and Seller's Affiliates; (vii) the Patent Assignment; (viii) a receipt for the Purchase Price in the form attached as Exhibit 3.01(a)(viii) or in such other form as agreed to in writing by Seller and Buyer; (ix) certified copies of any resolutions by Seller's and Seller's Affiliates' boards of directors, or any other necessary corporate actions of Seller and Seller's Affiliates, authorizing the execution and performance of this Agreement, the Transaction Documents and the consummation of the transactions contemplated thereby; (x) the Trademark Assignment; (xi) assignments for the United States and Canadian Trademarks in a form suitable for filing with the
ACTIONS TO BE TAKEN AT CLOSING. (a) M Ahuja shall deliver evidence of purchase of the Huntington Note to CRRA;
