Closing and Closing Conditions. The closing of the Loan Agreement and the other transactions contemplated hereby will be conditioned upon a variety of items for the benefit of VPVP (which may be waived by VPVP in its sole discretion only in a writing signed by VPVP), including but not limited to the following:
Closing and Closing Conditions. A. The obligations of Buyer to purchase the Seller Shares are subject to the performance of the Seller of its covenants and obligations hereunder and to the following additional condition that the representations and warranties of Seller provided for in Section 4A shall be true and correct on the date hereof and the Closing Date.
B. The obligations of Seller to sell the Seller Shares are subject to the performance of the Buyer of its covenants and obligations hereunder and to the following additional conditions: (i) receipt by Seller of a letter of indemnification from Cheniere Energy, Inc. substantially in the form attached as Exhibit “A”; and (ii) the representations and warranties of Buyer provided for in Section 4B shall be true and correct on the date hereof and the Closing Date.
C. Subject to the terms and conditions of this Agreement, the closing of the transaction contemplated by this Agreement shall occur on December 11, 2007 in the offices of Buyer in Houston, Texas or at such other time or place no later than the 30th business day thereafter, as may be mutually agreed by the Parties in writing (the “Closing Date”). The Parties agree to have their respective representatives meet for a pre-closing the day preceding the Closing Date so as to confirm the satisfaction of all required conditions to closing.
D. At least two business days preceding the Closing Date, Seller will advise each of the Company and Buyer of its account for purposes of payment as provided below. On the Closing Date, the Closing Amount shall be made to Seller as follows: (i) payment of the Purchase Price for the Seller Shares shall be made by wire transfer in immediately available funds to the account previously specified in writing by Seller as provided above, against delivery of certificates for the Seller Shares to Buyer duly registered in the name of Buyer; and (ii) repayment of the Loan Amount (with interest as provided above) to Seller by the Company shall be made by wire transfer in immediately available funds to the account previously specified in writing by Seller as provided above, against cancellation of the Seller Shareholder Loan. For funds to be wire transferred from the U.S. by Buyer, it is agreed that receipt by Seller of a confirmation from Buyer’s bank that the wire transfer has been initiated will allow closing to be consummated. To the extent the Company in accordance with any of the Charter Party Agreements is required to cash collateralize any of the requir...
Closing and Closing Conditions. The transactions contemplated herein shall be consummated at a closing (the “Closing”) to be held at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place or places as the parties may agree) at 10:00 a.m. on the date hereof (the “Closing Date”). All transactions at Closing shall be deemed to take place simultaneously and none shall be deemed to take place unless and until all shall have taken place. The Purchasers collectively and the Sellers collectively shall have the right to waive receipt of any documents at Closing. At the Closing, the following shall occur:
(a) The Sellers shall deliver the following to the Purchasers:
(i) assignments of the Purchased Partnership Interests in form and substance reasonably satisfactory to the Purchasers;
(ii) copies of all documents evidencing required consents and governmental approvals, if any, as may be required by or with respect to this Agreement or the transactions contemplated hereby to be obtained by either of the Sellers on or prior to the Closing Date;
(iii) a certificate dated as of the Closing Date, duly signed by an authorized officer of each of the Sellers, certifying that (a) the representations and warranties of such Seller are true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date, and (b) that all obligations required to be performed by such Seller under this Agreement on or prior to the Closing Date have been complied with and performed;
(iv) copies of Uniform Commercial Code and lien searches in the jurisdictions requested by either of the Purchasers evidencing the absence of any Liens in respect of the Purchased Partnership Interests;
(v) the appropriate Release by each Seller substantially in the form attached as Exhibit C-1; and
(vi) such other documents as may be necessary in the reasonable opinion of either of the Purchasers, to transfer ownership of the Purchased Partnership Interests, free and clear of any Liens, or to evidence the satisfaction of any other obligation of the Sellers hereunder.
(b) The Purchasers shall deliver the following to the Sellers:
(i) the Pacific Note and the Chicago Note substantially in the form attached as Exhibit A-1 and A-2 hereto, respectively;
(ii) copies of all documents evidenc...
Closing and Closing Conditions. 15 3.1 Time and Place of the Closing 15 3.2 Actions at the Closing 16 3.3 Conditions Precedent to Obligations of Buyer 16 3.4 Conditions Precedent to Obligations of Seller 18 3.5 Update of Disclosure Schedules, Election Not to Closer 20 3.6 Amendments of this Agreement 20 ARTICLE 4
Closing and Closing Conditions. 19 6.1. CLOSING.........................................................19
Closing and Closing Conditions. 24 5.1. Closing..........................................................24 5.2. Conditions Precedent to Obligations of UBIX......................24 5.3. Conditions Precedent to Obligations of the Shareholders..........25 ARTICLE VI INDEMNIFICATION.................................................26
Closing and Closing Conditions. 25
9.1 Representations and Warranties by Metron 30 9.2 Representations and Warranties by FSI 33 9.3 Survival of Representations and Warranties 34
Closing and Closing Conditions. 3.1. The closing of the transactions contemplated hereby (the "Closing") will be held not later than September 30, 2011 at a time and place agreed by ECO and NIT and Public Company.
3.2. Each person receiving shares of Common Stock of Public Company pursuant to this Agreement will execute and deliver at or prior to the Closing a Lock-up and Installment Re-Sales Restriction Agreement in the form of Exhibit A attached to this Agreement (the "Lock-Up Agreement").
3.3. Each officer, director, key employee and shareholder of NIT and/or ECO designated by Public Company will execute and deliver at the Closing an Employment and Non-Competition Agreement in the form of Exhibit B attached to this Agreement.
3.4. Officer, director, key employee designated by Public Company will execute and deliver at the Closing an Inventions Assignment Agreement in the form of Exhibit C attached to this Agreement.
3.5. NIT and ECO shall cause each their officers, directors and shareholders designated by Public Company to execute the general releases (the "Releases") in the form and substance acceptable to Public Company.
3.6. The obligation of Public Company to close is subject to ECO and NIT executing and delivering to Public Company the agreements described above and such other agreements and documents as Public Company shall reasonably request, including without limitation, (i) verification of assignment of the Business Assets from NIT to ECO (ii) cancellation of all debt of ECO other than trade payables incurred in the ordinary course of business to persons who are not shareholders of either ECO or NIT, and (iii) delivery to Public Company of audited financial statements of ECO (and to the extent necessary to comply with SEC regulations audited financial statements of NIT) and other information sufficient to enable Public Company to comply with the rules and regulations of the Securities and Exchange Commission, including, without limitation, information sufficient to file a "Super 8-K" within the time period required by SEC rules.
3.7. Execution, delivery and filing of Articles or Certificates of Merger with the appropriate governmental agencies of the State of Nevada and the State of Florida.
3.8. Such other documents, agreements and certificates as Public Company shall reasonably request.
3.9. NIT and ECO shall cause all shareholders' agreements and similar arrangements with respect to any securities of ECO to the Effective Time.
Closing and Closing Conditions. 47 6.01. Closing...............................................................47 6.02. Conditions Precedent to Obligations of UBICS..........................47 6.03. Conditions Precedent to Obligations of the R Systems Parties..........49
Closing and Closing Conditions. 48 15.1 Closing....................................................... 48 15.2 Conditions to Obligations of Kos.............................. 48 15.3 Conditions to Obligations of BPI.............................. 49 15.4
