At each Closing Sample Clauses
The "At each Closing" clause defines the specific actions, obligations, and conditions that must be fulfilled by the parties at every closing event in a transaction involving multiple closings. In practice, this clause outlines what documents must be delivered, payments made, or other requirements satisfied each time a closing occurs, such as in staged investments or asset transfers. Its core function is to ensure that all necessary steps are consistently completed at each closing, thereby providing structure and clarity to transactions that do not conclude in a single event.
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 12 US-DOCS\80810184.2 Exhibit 2.1
(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 fro...
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) 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. (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 B▇▇▇ of Sale, without warranty of title (aside from vehicles and manufactured homes), in a form as set forth in Exhibit P (the “B▇▇▇ 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. 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. In consideration for the Sites being transferred or sold from Sellers to Buyer at a Closing, contemporaneously with such sale or transfer, Buyer shall pay to Sellers the Purchase Price for those Sites being transferred or sold, payable by wire transfer of immediately available funds to a bank account designated by Sellers at least three (3) Business Days prior to the applicable Closing.
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. The Company shall deliver to the Purchaser, such other opinions, statements, agreements and other documents as the Purchaser may require for such Closing, each in form and substance satisfactory to the Purchaser.
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. National shall deliver to the Company or its designees by wire transfer or check, or such other method of payment as the Company shall approve, the amount set forth for such Closing in column 3a above or a supplemental schedule to the National Notes in the form attached hereto as EXHIBIT B reflecting the surrender by National of the portion of principal amount of the National Note set forth for such Closing in column 3b above, and the Company shall (i) issue and deliver to National a certificate or certificates in form satisfactory to National for the National Shares to be issued by the Company at such Closing and (ii), if applicable, pay to National accrued interest on the National Note.