At or before Closing. Borrower shall deliver original binders evidencing the insurance and within 15 days of closing the original or certified policies to Lender, and Borrower shall deliver original or certified renewal policies with satisfactory evidence of payment not less than fifteen (15) days in advance of the expiration date of the existing policy or policies. In the event Borrower and/or its Subsidiaries should, for any reason whatsoever, fail to keep the Property or any part thereof so insured, or to keep said policies so payable, or fail to deliver to Lender the original or certified policies of insurance and the renewals thereof upon demand, then Lender after giving written notice to Borrower of that deficiency and if after 15 days after delivery of such notice, there is still no insurance coverage, then Lender, if it so elects, may itself have such insurance effected in such amounts and in such companies as it may deem proper and may pay the premiums therefor. The Borrower shall reimburse Lender upon demand for the amount of premium paid, together with interest thereon at 15% percent per annum from date until paid.
At or before Closing. (a) the Vendor shall deliver to the Escrow Agent:
(i) the share certificates representing the Sale Shares or an indemnity, in a form reasonably acceptable to the Buyer, for any lost certificates;
(ii) duly executed instrument of transfer in favour of the Buyer in respect of the Sale Shares;
(iii) duly executed sold note in favour of the Buyer in respect of the Sale Shares;
(iv) a cheque in favour of “The Government of the Hong Kong Special Administrative Region” on account of the Vendor’s share of the Hong Kong stamp duty in the amount of HK$22,310.5 payable by the Vendor upon the sale and purchase of the Sale Shares
(v) certified copy of the resolutions of the Board of Directors of the Vendor authorising the entry into and execution of this Agreement, and approving all matters contemplated under this Agreement;
(vi) certified copy of the resolutions of the Board of Directors of the Company approving the transfer of the Sale Shares as contemplated under this Agreement; and
(b) the Buyer shall deliver to the Escrow Agent:
(i) the instrument of transfer duly executed by the Buyer in respect of the Sale Shares;
(ii) the bought note duly executed by the Buyer in respect of the Sale Shares; and
(iii) certified copy of the resolutions of the Board of Directors of the Buyer authorising the entry into and execution of this Agreement, and approving all matters contemplated under this Agreement.
At or before Closing. Buyer shall forthwith pay to Seller a total sum of HK$387,500 (all inclusive) in cash, towards reimbursement of total costs and disbursements to professional parties appointed by Listco involved in the preparation and execution of, and other matters incidental to, the First Amendment and this Second Amendment, which payment is in addition to and is not part of the Purchase Price.
At or before Closing. Borrower shall deliver original binders evidencing the insurance and within 15 days of closing the original or certified policies to Whitney, and Borrower shall deliver original or certified renewal policies with satisfactory evidence of payment not less than fifteen (15) days in advance of the expiration date of the existing policy or policies. In the event Obligor should, for any reason whatsoever, fail to keep the insurance in place, or to keep said policies so payable, or fail to deliver to Whitney the original or certified policies of insurance and the renewals thereof upon demand, then Whitney after giving written notice to Borrower of that deficiency and if after 15 days after delivery of such notice, there is still no insurance coverage, then Whitney, if it so elects, may itself have such insurance effected in such amounts and in such companies as it may deem proper and may pay the premiums therefor. The Borrower shall reimburse Whitney upon demand for the amount of premium paid, together with interest thereon at 15% percent per annum from date until paid.
At or before Closing. (a) the Seller shall deliver to the Buyer:
(i) the share certificates representing the Sale Shares or an indemnity, in a form reasonably acceptable to the Buyer, for any lost certificates;
(ii) a duly executed instrument of transfer in favour of the Buyer in respect of the Sale Shares;
(iii) in respect of the Company, the certificate of incorporation, common seal (if it exists), share register or ledger and share certificate book (with any unissued share certificates) and all minute books and other statutory books;
(iv) employment agreements between the Company and each of certain existing members of the Company’s senior management team who have been identified by the Buyer and duly executed by each of the Company and such individuals; (collectively, the “Employment Agreements”);
(v) a duly executed non-compete/solicitation agreement between the Buyer and the Seller;
(vi) the duly tendered resignations of the following individuals: (I) Rxxxxxx Xxx Txx Xxx and (II) Vxxxxxx Xxxxxx Xxx Xxxx Xxxx;
(vii) a cheque in favour of the Buyer or such entity as may be notified by the Buyer on account of the Seller’s share of the Singapore stamp duty in the amount of SGD$2,875.22 payable by the Seller upon the sale and purchase of the Sale Shares;
(viii) a certified copy of the resolutions of the Board of Directors of the Seller authorising the entry into and performance by the Seller of its obligations under this Agreement, and approving all matters contemplated under this Agreement; and
(ix) a certified copy of the resolutions of the Board of Directors of the Company approving the transfer of the Sale Shares and the entry by the Company into the Employment Agreements as contemplated under this Agreement.
(b) the Buyer shall deliver to the Seller:
(i) the Cash Payment;
(ii) the Promissory Note, duly executed by the Buyer;
(iii) the Employment Agreements, duly executed by the Buyer;
(iv) an instrument of transfer duly executed by the Buyer in respect of the Sale Shares; and
(v) a certified copy of the resolutions of the Board of Directors of the Buyer authorizing the entry into and performance by the Buyer of its obligations under this Agreement, and approving all matters contemplated under this Agreement.
At or before Closing. Upon a default by either party in performing its obligations under this Agreement to complete Closing or in a timely fashion to take any action which it is required to take before Closing, the non-defaulting party may, by notifying the defaulting party, declare such default and exercise its rights under the following provisions of this Section.
7.1.1. If the Buyer is the defaulting party, the Seller shall be entitled to exercise any rights and remedies which are available to the Seller at law or in equity. The provisions of this Section 7.1.1 shall not limit the Buyer’s liability under the Surviving Obligations.
7.1.2. If the Seller is the defaulting party, the Buyer shall be entitled, as its sole remedies at law or in equity, after such declaration of default to (a) seek specific performance of the Seller’s obligation to convey the Property pursuant to this Agreement, the Buyer expressly waiving any right to recover damages against the Seller, or (b) terminate this Agreement. If the Buyer terminates this Agreement pursuant to the foregoing provisions of this paragraph, (i) this Agreement shall automatically terminate, and (ii) neither party shall thereafter have any further obligation to the other under this Agreement, except for the Surviving Obligations.
7.1.3. Notwithstanding anything in this Section to the contrary, neither party shall be entitled to exercise any right under this Agreement, or at law or in equity, on account of any default by the other party (other than a failure by such party to complete Closing in accordance with the provisions of this Agreement) unless it gives the defaulting party written notice of its intention to take such action by at least ten (10) days prior thereto, and unless during such period the defaulting party has not cured such default.
At or before Closing. Buyer intends to assign this Contract and the rights of Buyer hereunder to one or more corporations, limited liability companies, or other entities in which Buyer shall be involved in the management, operation and ownership. Buyer agrees to provide written notice of such assignments to Seller no later than January 10, 2010, but such assignment shall not relieve Buyer of its obligations under this Contract. Except for the assignment allowed in the preceding sentence, this Contract is not assignable by Buyer without the prior written consent of Seller, which shall not be unreasonably withheld.
At or before Closing. (a) the Vendor shall deliver to the Escrow Agent:
(i) the stock certificate(s) or in its absence the letter of allotment representing the Sale Shares, duly endorsed (or accompanied by stock powers, instrument of transfer, bought and sold notes, and/or other appropriate instruments necessary to transfer the Sale Shares to the Buyer, duly executed by the Vendor) in favour of the Buyer by the Vendor.
(b) the Buyer shall deliver to the Escrow Agent:
(i) a countersigned copy of any instrument of transfer, bought and sold notes and/or any other appropriate instrument necessary to transfer the Sale Shares, duly executed in favour of the Vendor by the Buyer.
(c) the Buyer and the Vendor or anyone duly authorized on their behalf, shall, execute, for the purpose mentioned under Clause 5 or even otherwise, all relevant documents and form(s) required to facilitate the transfer of Sale Shares including but not limited to a duly executed Form No. SH-04 (“Form”) and deliver the same to the Escrow Agent in furtherance of their obligations under Clause 4.2(a) and 4.2(b) respectively. The Form shall comply with all the statutory requirements including but not limited to being duly stamped with the requisite stamp duty as may be applicable under the laws of India or as assessed by the appropriate Governmental Body. The form shall also be dated and executed by or on behalf of the Vendor and the Buyer, specifying the name, address and occupation, if any, of the Buyer, along with the certificate relating to the Sale Shares, or if no such certificate is in existence, along with the letter of allotment of the Sale Shares.
At or before Closing. Company shall transfer to Seller or a subsidiary of Seller all of the assets held by Company immediately prior to the Closing, except for the Retained Assets described in Section I.B.2, below, (the "Transferred Assets"), and such Transferred Assets shall be available to fund the Account to the extent required by and as described in Section V.G.
At or before Closing
