Closing and Post Closing Matters Clause Samples
Closing and Post Closing Matters. (i) The closing ("Closing") of ------------------------------------ the transaction contemplated hereby shall take place in the offices of Seller, in Denver, Colorado, on May 3, 2000, at 10:00 a.m. Mountain Time, or at such other date and time as Buyer and Seller may agree ("Closing Date").
(ii) At least five (5) business days before the Closing Date, Seller shall submit to Buyer a proposed statement ("Closing Statement") setting forth the proposed Purchase Price, based on the adjustments for which this Agreement provides. At least two (2) business days before the Closing Date, Buyer shall deliver to Seller a written report proposing and explaining any changes to the Closing Statement; provided however, if Buyer fails to timely deliver such report, Seller's Closing Statement shall be the basis for the Purchase Price. If Buyer timely delivers such report, Seller and Buyer shall make every reasonable effort to agree upon an acceptable Purchase Price prior to Closing, but if the parties fail to reach such Agreement, then at Seller's election: Seller's estimation of the adjustments shall be employed for the purpose of Closing, the Closing shall occur, and differences shall be resolved after the Closing.
(b) At the Closing, Seller shall:
(i) execute, acknowledge and deliver to Buyer an Assignment and ▇▇▇▇ of Sale ("Assignment") of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B hereto being attached thereto), effective as to runs of oil and deliveries of gas as of 7:00 a.m., Mountain Standard Time on March 1, 2000 ("Effective Date");
(ii) execute and deliver to Buyer letters in lieu of transfer orders (or similar documents), in form acceptable to both parties;
(iii) execute and deliver to Buyer an affidavit or other certification (as permitted by the Internal Revenue Code of 1986) having the form and language as Exhibit E attached hereto, to the effect that Seller is not a "foreign person" within the meaning of Section 1445 (or similar provisions) of the Internal Revenue Code of 1986; and
(iv) provide Buyer with Seller's Officer Certificate having the form and language of Exhibit D-1 attached hereto.
(c) At the Closing, Buyer shall:
(i) deliver to the Seller by wire transfer in immediately available funds, to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Deposit, as such amount may be adjusted in accordance with the terms hereof;
(ii) with respect to Assets ope...
Closing and Post Closing Matters. 8 3.1 Time and Place of the Closing......................................8 3.2
Closing and Post Closing Matters. The Closing of the purchase and sale transactions (the "Closing") will occur informally and shall be effective upon satisfaction of the conditions precedent specified below which shall occur on or before December 10, 2010, 5:00 pm Mountain Standard Time unless otherwise agree by the parties. Conditions precedent to the Closing are as follows: 1- Each party shall have received an executed copy of this Agreement with Exhibits 2- High Plains shall have wired the $75,000 payment to Big Cat as provided herein. 3- High Plains and Big Cat execute and enter into that certain Registration Rights Agreement ("Registration Rights Agreement") in the form attached hereto as Exhibit B. POST CLOSING,
1. High Plains shall deliver to Escrow a stock certificate for the High Plains Stock and a letter stating the basis of the computation of the number of shares represented by the certificate within ten days of the Closing.
2. Big Cat shall have delivered to Escrow an original stock certificate of Big Cat for 20,000,000 restricted common shares and a warrant to purchase an additional 10,000,000 restricted shares, on terms provided herein, within ten days of the Closing.
3. On or before December 15, 2010, High Plains shall wire $50,000 to Big Cat's account. 4. On or before December 31, 2010, High Plains shall wire $75,000 to Big Cat's account.
5. Big Cat shall register the Big Cat Stock and the shares of common stock issuable upon exercise of the Warrant (the "Warrant Shares") pursuant to the terms of the Registration Rights Agreement.
6. Each party may publicly announce the transaction by press release or pursuant to Form 8-K as soon as Closing has occurred, or as otherwise required by law.
Closing and Post Closing Matters. Upon the exercise of the Option as provided in Article II, the provisions of this Article III shall become effective and binding on the parties hereto; prior to such exercise, the provisions of this Article III shall have no force or effect.
Closing and Post Closing Matters