Actions to Occur at Closing. (a) At the Closing, Buyer shall deliver to Seller (or to the Escrow Agent, as indicated) the following:
Actions to Occur at Closing. (a) At the Closing, Parent and Merger Subsidiary shall deliver or pay, as the case may be, the following in accordance with the applicable provisions of this Agreement:
Actions to Occur at Closing. (a) At the Closing, Buyer shall deliver or cause to be delivered to the Sellers or other party as listed below each of the following:
(i) to the Sellers’ Representative, as paying agent for the Sellers, the Closing Date Payment by wire transfer of immediately available funds to the accounts designated by the Sellers’ Representative, to be deposited with the Sellers’ Representative for disbursement to the Sellers; provided that upon delivery of such payment by Buyer to the Sellers’ Representative, Buyer’s obligation to pay the Closing Date Payment to the Sellers at Closing shall be fully satisfied;
(ii) to each lender under the Loan Agreements, to an account designated by such lender in writing, the amount of Debt specified in such lender’s Pay-Off Letter (collectively, the sum of such Debt amounts for all such payees being hereinafter referred to as the “Debt Pay-Off Amount”);
(iii) to the Sellers’ Representative, a certificate dated as of the Closing Date, executed on behalf of the Buyer by a duly-authorized officer of the Buyer, to the effect that each of the conditions set forth in clause (a) of Section 8.2 has been satisfied;
(iv) to the Sellers’ Representative, an Escrow Agreement, substantially in the form of Exhibit 9.2(a)(iv) (the “Escrow Agreement”), duly executed by Buyer and the Escrow Agent;
(v) to the Escrow Agent, payment of (A) the Indemnity Escrow Amount to an account designated by the Escrow Agent (the “Indemnity Escrow Fund”) and (B) the Adjustment Escrow Amount to an account designated by the Escrow Agent (the “Adjustment Escrow Fund” and, together with the Indemnity Escrow Fund, the “Escrow Funds”); and
(vi) the Unpaid Company Transaction Costs to such account or accounts as are designated by the Company in writing prior to the Closing.
(b) At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following:
(i) a stock certificate or stock certificates evidencing all Shares held by each Selling Shareholder, duly endorsed or accompanied by duly executed stock powers in a form reasonably acceptable to Buyer;
(ii) a certificate, dated as of the Closing Date, executed by an authorized officer of the Company and the Sellers’ Representative on behalf of all the Sellers, to the effect that each of the conditions set forth in clauses (a) and (c) of Section 8.3 has been satisfied;
(iii) a certificate, duly executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the authorized repr...
Actions to Occur at Closing. (a) At the Closing, the Purchaser shall deliver or pay, as the case may be, the following in accordance with the applicable provisions of this Agreement:
Actions to Occur at Closing. (a) At the Closing, Buyer shall deliver to Seller an amount equal to the Purchase Price in cash or by wire transfer of immediately available funds.
(b) At the Closing, Seller shall deliver to Buyer a certificate representing the Share, accompanied by a stock power duly endorsed in blank, and otherwise in proper form for transfer.
(c) At the Closing, Buyer, and the Company shall deliver to each other a duly executed copy of the Side Letter Agreement.
Actions to Occur at Closing. At the Closing, and subject to the terms and conditions of this Agreement, the parties shall cause each of the following to occur:
Actions to Occur at Closing. On the Closing Date:
(a) Each Concho Holdings Stockholder shall deliver to Concho Resources certificates representing such Concho Holdings Stockholder’s Equity Interest duly endorsed for transfer or accompanied by stock powers duly endorsed for transfer to Concho Resources.
(b) Chase shall deliver to Concho Resources the Chase Assets;
(c) Caza shall deliver to Concho Resources the Caza Assets;
(d) The WI Owners shall deliver to Concho Resources the WI Assets; and
(e) Concho Resources shall deliver (i) to each of the Concho Holdings Stockholders, their pro rata share of the Concho Holdings Consideration, (ii) to Chase, the Chase Consideration, (iii) to Caza, the Caza Consideration and (iv) to the WI Owners, their pro rata share of the WI Owner Consideration as set forth on Schedule II hereto.
(f) Chase, Caza, and the WI Owners each shall deliver to Concho Resources a Certificate of Non-Foreign Status that satisfies Code Section 1445 and the accompanying Treasury regulations.
Actions to Occur at Closing. (a) At the Closing, the Buyer shall deliver to the Company the following:
Actions to Occur at Closing. (a)(x) is hereby deleted in its entirety and replaced with the following language:
Actions to Occur at Closing. (a) Payments of the Indebtedness Pay-Off Amount and the Deductions from the Purchase Consideration by Purchaser. At the Closing, the Indebtedness Pay-Off Amount and the Deductions shall be paid as follows:
(i) Purchaser shall pay to each creditor of the Company under an Indebtedness Agreement the amount of the outstanding Indebtedness due to such creditor as specified in such creditor’s Payoff Letter (collectively, the sum of such Indebtedness amounts for all such creditors being hereinafter referred to as the “Indebtedness Pay-Off Amount”), by wire transfer of immediately available funds to the account designated by such creditor in the Payoff Letter;
(ii) Purchaser shall pay any Transaction Costs that remain outstanding as of the Closing Date and for which the Company has received a Payoff Letter (collectively, the sum of such payments for all payees of Transaction Costs being hereinafter referred to as the “Paid Transaction Costs”), by wire transfer of immediately available funds to the account designated by such Person in the applicable Payoff Letter; and
(iii) Purchaser shall submit the Escrowed Cash to the Escrow Agent by wire transfer of immediately available funds to the account designated by the Escrow Agent, and shall submit the Escrowed Shares to the Escrow Agent.
