At each Closing. (1) the Placing Agent shall remit a sum which represents the aggregate Placing Price specified in the relevant Closing Notice less the placing commission as specified in Clause 8.1(1), in immediately available and clear fund, to a bank account designated by the Issuer or if the Issuer so agrees, the Placing Agent shall make the payment of the appropriate amount by cheque(s);
(2) the Issuer shall, against payment, issue the Notes to the Placee(s) or its/his/her nominee in accordance with the registration details provided by the Placing Agent in the relevant Closing Notice and shall promptly thereafter register such Placee(s) or its/his/her nominee as holder(s) of the Notes in the register of holder of the Notes to be maintained pursuant to the Terms and Conditions; and
(3) the Issuer shall, against payment, deliver the Note Certificate(s) to the Placing Agent in respect of the Notes issued pursuant to Clause 5.3(2).
At each Closing. (a) Rowan shall deliver to the Company and Saudi Aramco each of the following:
(i) a certificate from Rowan in the form attached hereto as Schedule 9 (Form of Rowan’s Closing Certificate), dated the applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Rowan are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;
(ii) the documents listed in Schedule 5 (Delivery Documents) in respect of the relevant Assets; and US-DOCS\80810184.2 (iii) possession, custody, control, free of any Liens, other than Permitted Liens, and otherwise on the terms and conditions of this Agreement, of the applicable Assets in The Kingdom;
(b) where such Asset Contribution is in respect of a Replacement Rig (and its related Assets) whose Asset Contribution Value is:
(i) less than the Asset Contribution Value of the Rig (and its related Assets) for which it is being contributed as a replacement, Rowan shall pay to the Company an amount equal to the Shortfall Amount; or
(ii) greater than the Asset Contribution Value of the Rig (and its related Assets) for which it is being contributed as a replacement, Saudi Aramco shall pay to the Company an amount equal to the Shortfall Amount and the Company shall enter into a subordinated shareholder loan agreement in favour of Saudi Aramco, in accordance with the terms of this Agreement and the Shareholders’ Agreement, for the issue of subordinated shareholder loans, with a face value equal to the Shortfall Amount;
(c) Saudi Aramco shall deliver to the Company and Rowan a certificate in the form attached hereto as Schedule 10 (Form of Saudi Aramco (Non-Contributing) Closing Certificate), dated the applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Saudi Aramco are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;
(d) the Company shall deliver to Rowan and Saudi Aramco a certificate in the form attached hereto as Schedule 11 (Form of Company Closing Certificate), dated the applicable Asset Contribution Closing Date, confirming that the relevant Warranties from the Company a...
At each Closing. (a) Saudi Aramco shall deliver, or procure the delivery of, to the Company and Rowan each of the following:
(i) a certificate from Saudi Aramco in the form attached hereto as Schedule 9 (Form of Saudi Aramco Closing Certificate), dated the applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Saudi Aramco are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;
(ii) the documents listed in Schedule 5 (Delivery Documents) in respect of the relevant Assets; and
(iii) possession, custody, control, free of any Liens, other than Permitted Liens, and otherwise on the terms and conditions of this Agreement, of the applicable Assets in The Kingdom; (b) Rowan shall deliver to the Company and Saudi Aramco a certificate in the form attached hereto as Schedule 10 (Form of Rowan (Non-Contributing) Closing Certificate), dated the applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Rowan are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;
At each Closing. Seller shall deliver to MSRE and MSAM the certificates evidencing the Shares purchased by Buyers on the applicable Closing Date, registered in the names of each Buyer or its nominee in such proportions as specified by MSAM hereto. In addition, all other actions shall be taken and all other documents shall be delivered which are necessary to consummate the purchase and sale of the Shares purchased by Buyers on the applicable Closing Date.
At each Closing. (1) the Placing Agent shall remit a sum which represents the aggregate Placing Price specified in the respective Closing Notice less the placing commission which was due and payable in accordance to Clause 8.1 to which it is entitled, in immediately available and clear fund, to a bank account designated by the Issuer, or if the Issuer so agrees, the Placing Agent may make the payment of the appropriate amount by cheque(s) in favour of the Issuer;
(2) the Issuer shall, against payment, issue the Notes to the Placee(s) or its/his/her/their nominee in accordance with the registration details provided by the Placing Agent in the respective Closing Notice and shall promptly thereafter register such Placee(s) or its/his/her/their nominee as holder(s) of the Notes in the register of holders of the Notes to be maintained pursuant to the Terms and Conditions; and
(3) the Issuer shall, against payment, deliver the Notes Certificate(s) to the Placing Agent in respect of the Notes issued pursuant to Clause 5.3(2).
At each Closing. (a) the Company shall do all (but not part only unless the Purchaser so agrees) of the following:
(i) issue such Bonds to the Purchaser free and clear from all Encumbrances;
(ii) deliver to the Purchaser a copy of the resolutions of the meeting(s) of the Board certified as true and complete copies of the originals by a Director approving and/or ratifying the execution of this Agreement and the performance of the Company’s obligations under this Agreement and the matters set out in Clause 5.2; and
(iii) procure the entry in the register of holders of the Bonds which shall be maintained by the Company in accordance with the requirements of such Bond Instruments of the name of the Purchaser as the holder of such Bonds, and deliver to or to the order of the Purchaser Certificate(s) (in such number as shall have been notified by the Purchaser to the Company at least two Business Days prior to such Closing) by the Company representing the full amount of the Bonds and substantially in the form set out in such Bond Instruments.
(b) on or prior to the First Closing, the Finance Documents (excluding the Additional Bonds and the Bond Instrument governing the Additional Bonds), each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by all the Parties thereto on or prior to such Closing;
(c) on or prior to the Second Closing, the Additional Bonds and the Bond Instrument governing the Additional Bonds, each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by the Company on or prior to such Closing;
(d) there shall have been delivered to the Purchaser (in the forms (to the extent that such forms are available at the date of this Agreement)) attached hereto as Annexes A and B), opinions addressed to the Purchaser, dated each Closing Date, of:
(i) Xxxxxxx & Co., legal advisor to the Obligors as to Hong Kong law; and
(ii) Proskauer Rose LLP, legal advisor to the Obligors as to United States and Delaware law; and such other resolutions, consents, authorities and documents relating to the issue of the Bonds and/or required under or pursuant to the Finance Documents, as the Purchaser may reasonably require;
(e) on or prior to the First Closing, each Obligor (other than Xx Xxx Xxx-lu) shall have delivered to the Purchaser solicitor’s certified true copies of the relevant resolutions and board minutes and other corporate proceedings, in each case app...
At each Closing. At each Closing, Seller shall deliver, or cause to be delivered to Purchaser an executed Assignment of Membership Interests in favor of Purchaser related to that portion of the Purchase Interests being acquired.
At each Closing. At each Closing, Purchaser shall (i) transfer to the bank account designated by the Seller the required amount of Purchase Price as set forth in Section 1.2 above. ARTICLE 8
At each Closing. (a) Each Seller shall execute and deliver a covenant deed, limited warranty deed or special warranty deed, as applicable based on each local jurisdiction, in recordable form, acceptable to Purchaser and the Title Company, conveying to Purchaser marketable and insurable title to the Land and Improvements for each Project, subject only to the Permitted Exceptions.
(b) In the event Purchaser elects to close via the Ohio Membership Interest Acquisitions, Sun Secured and Sun Pool 12 shall transfer by Limited Warranty Deed the Land and Improvements owned by Sun Secured and Sun Pool 12 to the two (2) newly formed, wholly-owned Ohio limited liability companies, along with exemption affidavits identifying the transfer as being part of a restructuring of the companies. Sun Secured and Sun Pool 12 will then deliver duly executed Assignment of Membership Interests in the form attached hereto as Exhibit O.
(c) Each Seller shall execute and deliver a Bxxx of Sale, without warranty of title (aside from vehicles and manufactured homes), in a form as set forth in Exhibit P (the “Bxxx of Sale”), conveying the Personal Property with respect to each Project to Purchaser, free and clear of any liens or encumbrances other than the Permitted Exceptions, and each Seller shall execute and deliver to Purchaser, in proper form for transfer, the certificates of title pertaining to all vehicles and manufactured homes, if any, being conveyed to Purchaser hereunder. In the event Purchaser elects to close via the Ohio Membership Interest Acquisitions, Sun Secured and Sun Pool 12 shall execute and deliver an assignment of Personal Property to the respective newly formed Ohio limited liability companies conveying the Personal Property for Worthington Arms Manufactured Home Community and Catalina Manufactured Home Community to the respective companies free and clear of any liens or encumbrances other than the Permitted Exceptions. Any certificates of title pertaining to vehicles and manufactured homes being conveyed shall be conveyed to the newly formed limited liability companies.
(d) Each Seller shall execute and deliver to Purchaser an assignment, transferring to Purchaser all of Seller’s right, title and interest in and to: (i) the Tenant Leases and all deposits relating thereto; (ii) the Project Contracts which Purchaser has elected to have assigned (other than the Sun Exclusive Contracts); and (iii) the Intangible Property (the “Assignment and Assumption Agreement”). In the event Purc...
At each Closing. (i) each participating Lender shall deliver to the Company (a) a check or wire transfer of immediately available funds (or a combination thereof) in the amount of such Lender’s Loan Amount for the Closing, and (b) a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Lender’s exemption from withholding tax; (ii) the Company shall issue and deliver to each participating Lender a Note in favor of such Lender in a principal amount equal to such Lender’s Loan Amount for such Closing; and (iii) the Schedule of Lenders shall be updated to include the name of such participating Lender, and such Lender’s Loan Amount for the Closing, thereon.
