Buyer's Actions at Closing. At the Closing, the Buyer will deliver to -------------------------- the Seller a certified or bank cashier's check, or evidence of a wire transfer of immediately available funds to an account specified by the Seller at least 24 hours before the Closing, in an amount equal to the Purchase Price.
Buyer's Actions at Closing. At the Closing (unless another time is specifically stated), BUYER shall:
a. execute, acknowledge (if required pursuant to applicable law), and/or deliver to SELLER the Certificate of BUYER in the form of attached Schedule K, the Instrument of Assumption in the form of attached Schedule M, the Instrument of Assumption of IRAs in the form of attached Schedule N, the Xxxx of Sale and Receipt in the form of attached Schedule O, the Settlement Statement in the form of attached Schedule Q, all other documents required to be delivered to SELLER by BUYER at the Closing pursuant to the terms of this Agreement, and any other documents which SELLER has furnished to BUYER not later than ten business days prior to the Closing that are reasonably necessary to consummate the transactions contemplated by this Agreement and are in such form as is reasonably acceptable to the BUYER;
b. deliver to SELLER any funds required to be paid by BUYER to SELLER at the Closing pursuant to the terms of this Agreement.
Buyer's Actions at Closing. At the Closing, the Buyer will deliver to the Sellers the following:
(a) To Prometheus (or, at Prometheus' instruction, to Capital Trust, Inc. or its designee), evidence of a wire transfer of immediately available funds to an account that has been specified by Prometheus prior to the date of this Agreement in the amount of $34,727,232.28, in payment of the purchase price for the 25,000 Preferred Shares, 224,712 Common Shares and 5,208,333 Warrants that Prometheus is selling.
(b) To Prometheus (or, at Prometheus' instruction, to Capital Trust, Inc. or its designee), evidence of a wire transfer to an account that has been specified by Prometheus prior to the date of this Agreement in the amount described in subparagraph (d).
(c) To Short, a certified or bank cashier's check, or evidence of a wire transfer of immediately available funds to an account that has been specified by Short prior to the date of this Agreement, in the amount of $3,760,452.64, minus the amount described in subparagraph (d), in payment of the portion to be paid to Short of the purchase price for the 3,500 Preferred Shares and 453,418 Common Shares that Short is selling.
(d) Short directs the Buyer to pay to Prometheus (or, at Prometheus' instruction, to Capital Trust, Inc. or its designee) at the Closing, out of the purchase price for the Preferred Shares and Common Shares that Short is selling, the sum of $1,782,451.92. Prometheus and Short agree that the payment of that amount to Prometheus at the Closing shall constitute payment in full of all of the obligations of Short to Prometheus under and in respect of the Secured Promissory Note dated July 31, 2001, from Short to Prometheus in the principal amount of $1,750,000.
(e) To each of the Sellers, a letter acknowledging that the Buyer will be acquiring the Preferred Shares, Common Shares and Warrants that the Buyer is purchasing from that Seller for investment, and not with a view to their resale or distribution.
Buyer's Actions at Closing. At the Closing, Buyer shall:
(a) execute, acknowledge, and deliver to Seller to evidence the assumption of the liabilities and obligations of Seller in connection with the Deposit Liabilities, an instrument or instruments of assumption in the form of Exhibit B;
(b) receive, accept and acknowledge delivery of the Assets, and (except in the case of Loan Files for which physical possession may be delivered post-Closing) all records and documentation relating thereto, sold, assigned, transferred, conveyed or delivered to Buyer by Seller hereunder (in whatever form or medium such records and documentation are then maintained by Seller);
(c) execute and deliver to Seller such written receipts for the Assets assigned, transferred, conveyed or delivered to Buyer hereunder as Seller may reasonably have requested at or before the Closing;
(d) deliver evidence of Governmental Approvals necessary for the consummation of the transactions contemplated hereby;
(e) execute and deliver the officer’s certificate under Section 9.1(d);
(f) execute and deliver an assignment and assumption agreement with respect to the Corydon Lease in substantially the form attached hereto as Exhibit E (the “Lease Assumption Agreement”) duly executed by Buyer; and
(g) execute and deliver such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.
Buyer's Actions at Closing. At the Closing, the Buyer will deliver the following to the Company:
(a) A certified or bank cashier's check, or evidence of a wire transfer of immediately available funds to an account or accounts specified at least 24 hours before the 5 Closing by the Company, in an amount equal to the purchase price of the Notes specified in Paragraph 1.2.
(b) A letter acknowledging that the Buyer will be acquiring the Notes for investment, and not with a view to their resale or distribution.
(c) A copy, executed by the Buyer, of the Registration Agreement.
(d) A copy, executed by the Buyer, of the Stockholders Agreement.
Buyer's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof), Buyer shall, with respect to the Branches:
(a) execute, acknowledge, and deliver to Seller, to evidence the assumption of the liabilities and obligations of Seller by Buyer hereunder, an instrument of assumption in a form reasonably acceptable to Seller, and Seller shall then accept, execute, and acknowledge such instrument. Copies of such instrument may be recorded in the public records at the option of either party hereto. The execution and acknowledgment of such instrument shall not be deemed to be a waiver of any rights or obligations of any party to this Agreement;
(b) receive, accept, and acknowledge delivery of all Assets, and all records and documentation relating thereto, sold, assigned, transferred, conveyed or delivered to Buyer by Seller hereunder, and Buyer shall be responsible for coordinating with the title companies to effectuate the recording of Warranty Deeds on or after Closing and securing gap title insurance coverage in the event the Warranty Deeds are recorded post-Closing;
(c) execute and deliver to Seller such written receipts for the Assets, properties, records, and other materials assigned, transferred, conveyed, or delivered to Buyer hereunder as Seller may reasonably have requested at or before the Closing;
(d) pay to Seller on the Closing Date and prior to the conclusion of the Closing any funds required to be paid to Seller at the Closing pursuant to the terms of this Agreement;
(e) execute, acknowledge, and deliver to Seller all Certificates and other documents required to be delivered to Seller by Buyer at the Closing pursuant to the terms hereof; and
(f) execute, acknowledge, and deliver to Seller an agreement wherein Buyer assumes obligations with respect to the Third Party Lease, the Assumed Contracts, and the IRA's for all periods following the Closing Date with respect thereto.
Buyer's Actions at Closing. At or prior to the Closing, Buyer shall:
(a) pay the Estimated Purchase Price (as calculated based on the Estimated Closing Statement) to an account designated in writing by Seller;
(b) pay on behalf of the Company the Closing Indebtedness to the applicable Persons, in the amounts and by wire transfer to the accounts set forth in the Payoff Letters delivered pursuant to Section 1.7(d);
(c) pay on behalf of the Company the Transaction Expenses to the applicable Persons, in the amounts and by wire transfer to the accounts set forth in the invoices delivered pursuant to Section 1.7(b); provided, however, that in the case of Transaction Expenses owed to employees of the Company, Buyer shall contribute such amounts to the Company and cause the Company to pay such amounts (less applicable withholding) to the applicable employees as soon as practicable following the Closing;
(d) deliver to Seller an executed version of the Escrow Agreement, duly executed by Bxxxx;
(e) deposit the Escrow Amount with the Escrow Agent to be held in a segregated interest-bearing escrow account to be held and distributed in accordance with the terms of the Escrow Agreement (the “Escrow Account”);
(f) deliver to Seller a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Sections 9.1 has been satisfied; and
(g) deliver to Seller executed versions of such other instruments, certificates or documents as reasonably required by Seller.
Buyer's Actions at Closing. At Closing, Buyer shall perform the following actions: Buyer shall execute and deliver to Unocal an Assumption Agreement in the form attached hereto as Exhibit "L"; Buyer shall execute and deliver to Unocal all herein required opinions of counsel and certificates; Buyer shall pay Unocal the balance remaining due of the Adjusted Purchase Price, plus or minus the Cash Settlement,
(a) title to such xxxxx shall remain with Unocal and shall not be deemed transferred and assigned to Buyer (or, to the extent necessary, such xxxxx shall be re-assigned and re-transferred to Unocal by Buyer after receipt of the notice of such prohibition or restriction); (b) Buyer shall pay and deliver to Unocal the P&A Conversion Price (if the notice of such prohibition or restriction on transfer is received prior to Closing, then this amount shall be added as a positive adjustment to the Purchase Price to be delivered at Closing, if the notice is received after closing, then Buyer shall pay and deliver such P&A Conversion Price within 10 days after Unocal provides written notice to Buyer of such prohibition or restriction), provided, however, that if less than all 80 xxxxx are prohibited or restricted from transfer, then Buyer shall pay a pro rata portion of the P&A Conversion Price to Unocal (with such pro rata portion being calculated as follows: [P&A Conversion Price] x [(number of xxxxx prohibited or restricted from transfer) divided by (80)]; (c) Unocal shall be responsible for the Plugging and Abandonment Obligations only for such xxxxx as are prohibited or restricted from being transferred and assigned, but Buyer shall be liable for any and all other Assumed Liabilities relating to these xxxxx;
Buyer's Actions at Closing. At the Closing, the Buyer will deliver to the Sellers the following:
2.3.1 Evidence of a wire transfer of immediately available funds to an account of the Duff Trust specified at least 24 hours before the Closing by Xxxxxxx X. Xxxx, in an amount equal to the Duff Percentage of the Closing Sum.
2.3.2 Evidence of a wire transfer of immediately available funds to an account of the Xxxxxxx Trust specified at least 24 hours before the Closing by Xxxxxx X. Xxxxxxx, in an amount equal to the Xxxxxxx Percentage of the Closing Sum.
2.3.3 A letter acknowledging that the Buyer will be acquiring the Shares for investment, and not with a view to their resale or distribution.
Buyer's Actions at Closing. At Closing the Buyer shall:
(a) pay to the Seller the balance of the Purchase Price and the taxes, if any, required to be paid pursuant to Section 2.5 and to provide evidence to the Seller of the payments of such taxes;
(b) deliver the documentation and certificates contemplated in Section 2.5;
(c) assume the Assumed Liabilities;
(d) execute and deliver to the Seller a certificate certifying that the representations and warranties of the Buyer herein given are true and correct at the Closing Time;
(e) execute and deliver to the Seller a certificate certifying that all closing conditions in favour of the Buyer have been satisfied or waived; and
(f) execute and deliver, or cause to be executed and delivered, to the Seller, all other documents contemplated by this Agreement to effectively consummate the Transaction.
