Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VI, the sale referred to in Section 2.1 (the “Closing”) shall take place at the offices of Seller in Shenzhen, China as soon as practicable but in any event, within three (3) Business Days after the last of the conditions set forth in Article VI is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, Seller shall deliver to Purchaser (i) a copy of the instrument of transfer transferring the Shares from Seller to Purchaser duly executed by Seller; (ii) an original share certificate, in the name of Purchaser, evidencing the Shares; and (iii) other applicable documents or instruments in connection with transactions set forth in the Restructuring Plan that have been completed before the Closing Date. (c) At the Closing, Purchaser shall deliver to Seller (i) the original share certificate(s) representing the Pledged Seller Shares (the “Pledged Seller Share Certificates”) and (ii) if the Closing occurs after the date that is three (3) months after the First Installment Date, the Second Installment.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VII, and subject Subject to the satisfaction or waiver of all of the conditions set forth in Article VIVII hereof, the closing of the purchase and sale referred to in Section 2.1 of the Purchased Assets (the “"Closing”") shall take place at the offices of Seller White & Case LLP, 1155 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, on December 18, 2013, or if the conditions set forth in ShenzhenArticle VII hereof have not been satisfied or waived by such date, China as soon as practicable but in any event, then within three (3) Business Days Days, after the last of the conditions set forth in Article VI VII hereof is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment fulfilment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “"Closing Date”". (b) At the Closing, Seller shall deliver or cause to Purchaser be delivered to Purchaser: (i) a copy certificate signed by an authorized officer of Seller, dated as of the instrument Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a counterpart to the xxxx of transfer transferring sale attached as Exhibit D hereto (the Shares from Seller "Xxxx of Sale") duly executed by Seller; (iii) if the Terminals Sale Closing has not occurred prior to Purchaser or simultaneous with the Closing, a counterpart to each Storage Agreement duly executed by Seller; and (iiiv) an original share certificate, a counterpart to the assignment and assumption agreement in the name form attached as Exhibit E hereto ("Assignment and Assumption of PurchaserContracts"), evidencing the Shares; and (iii) other applicable documents or instruments in connection with transactions set forth in the Restructuring Plan that have been completed before the Closing Dateduly executed by Seller. (c) At the Closing, Purchaser shall deliver to Seller (i) the original share certificate(s) representing the Pledged Seller Shares (the “Pledged Seller Share Certificates”) and (ii) if the Closing occurs after the date that is three (3) months after the First Installment Date, the Second Installment.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VII, and subject Subject to the satisfaction or waiver of all of the conditions set forth in Article VISections 7.1, 7.2 and 7.3, the sale referred to in Section 2.1 closing of the Purchase (the “Closing”) shall take place at the offices of Seller in ShenzhenWhite & Case LLP, China 1155 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable practicable, but in any event, event within three two (32) Business Days Days, after the last of the conditions set forth in Article VI Sections 7.1, 7.2 and 7.3 is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, each Seller shall deliver or cause to Purchaser be delivered to Purchaser: (i) a copy certificate signed by an authorized officer of such Seller, dated as of the instrument Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a non-foreign person affidavit from each transferor under this Agreement (as determined under Section 1445 of transfer transferring the Shares from Seller Code), dated as of the Closing Date, as required by Section 1445 of the Code, in a form and manner reasonably satisfactory to Purchaser Purchaser; (iii) counterparts to the trademark assignment agreement, or series of trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by Seller; each Seller assigning the subject assets; (iiiv) an original share certificatecounterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the name form of PurchaserExhibit C hereto, evidencing duly executed by each Seller; (v) counterparts to the Sharespatent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by each Seller assigning the subject assets; (vi) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by each Seller assigning the subject assets; and and (iiivii) other applicable documents or instruments a written waiver, duly signed by Camelot, whereby Camelot waives, in connection with the transactions set forth in contemplated by this Agreement, the Restructuring Plan right of first refusal under the that have been completed before the Closing Datecertain Website and Catalog Rights Purchase Agreement, dated as of June 30, 2014, by and between Icon NY and Camelot. (c) At the Closing, Purchaser shall deliver or cause to Seller be delivered to Sellers: (i) the original share certificate(s) representing the Pledged Seller Shares (the “Pledged Seller Share Certificates”) and Closing Amount pursuant to Section 3.1(a); (ii) if a certificate signed by an authorized officer of Purchaser, dated as of the Closing occurs after the date that is three (3) months after the First Installment Date, confirming the Second Installmentmatters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Escrow Agreement, duly executed by Purchaser; (iv) counterparts to the trademark assignment agreement, or series or trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by Purchaser; (v) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by Purchaser; (vi) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by Purchaser; and (vii) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by Purchaser. (d) At the Closing, Purchaser shall deliver or cause to be delivered to the Escrow Agent, the JV Asset Amount pursuant to Section 3.1(b). (e) At the Closing, Parent shall deliver to Purchaser and the Escrow Agent, a counterpart to the Escrow Agreement, duly executed by Parent.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VI, the sale referred to in Section 2.1 closing of the Merger (the “Closing”) shall take place at 10:00 A.M. at the offices of Seller in ShenzhenWhite & Case LLP, China as soon as practicable but in any event000 Xxxxx Xxxxxxxx Xxxx., within three (3) Business Days after the last of Xxxxx, Xxxxxxx 00000, on April 1, 2011, unless the conditions set forth in Article VI is are not satisfied or waived (waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other timedate, date time or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, Seller the Company shall deliver or cause to Purchaser (i) be delivered to Parent a copy certificate signed by an authorized officer of the instrument Company, dated as of transfer transferring the Shares from Seller Closing Date, to Purchaser duly executed by Seller; (ii) an original share certificate, in the name of Purchaser, evidencing effect that the Shares; and (iii) other applicable documents or instruments in connection with transactions conditions set forth in the Restructuring Plan that Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been completed before the Closing Datesatisfied. (c) At the Closing, Purchaser Parent, Merger Sub or the Surviving Corporation, as applicable, shall deliver or cause to Seller be delivered to (i) the original share certificate(sStockholders’ Representative a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 6.3(a) representing the Pledged Seller Shares (the “Pledged Seller Share Certificates”and Section 6.3(b) have been satisfied, and (ii) if to the Escrow Agent the Escrow Amount. (d) Each of the Stockholders’ Representative and Parent shall have executed and delivered to each other a counterpart of the Escrow Agreement. (e) Prior to the Closing, the Company shall deliver or cause to be delivered to Parent a certification that the Common Shares and Preferred Shares are not United States real property interests as defined in Section 897(c) of the Code, together with a notice to the Internal Revenue Service, in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code. If the Company has not provided such certification and notice to Parent on or before the Closing occurs after the date that is three (3) months after the First Installment Date, Parent shall be permitted to withhold from the Second Installmentpayments to be made pursuant to this Agreement any required withholding Tax under Section 1445 of the Code.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VII, and subject Subject to the satisfaction or waiver of all of the conditions set forth in Article VISections 7.1, 7.2 and 7.3, the sale referred to in Section 2.1 closing of the Purchase (the “Closing”) shall take place at the offices of Seller in ShenzhenWhite & Case LLP, China 1155 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable practicable, but in any event, event within three two (32) Business Days Days, after the last of the conditions set forth in Article VI Sections 7.1, 7.2 and 7.3 is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, each Seller shall deliver or cause to Purchaser be delivered to Purchaser: (i) a copy certificate signed by an authorized officer of such Seller, dated as of the instrument Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b); (ii) a non-foreign person affidavit from each transferor under this Agreement (as determined under Section 1445 of transfer transferring the Shares from Seller Code), dated as of the Closing Date, as required by Section 1445 of the Code, in a form and manner reasonably satisfactory to Purchaser Purchaser; (iii) counterparts to the trademark assignment agreement, or series of trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by Seller; each Seller assigning the subject assets; (iiiv) an original share certificatecounterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the name form of PurchaserExhibit C hereto, evidencing duly executed by each Seller; (v) counterparts to the Sharespatent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by each Seller assigning the subject assets; (vi) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by each Seller assigning the subject assets; and and (iiivii) other applicable documents or instruments a written waiver, duly signed by Camelot, whereby Camelot waives, in connection with the transactions set forth in contemplated by this Agreement, the Restructuring Plan right of first AMERICAS 92199813 (2K) -17- refusal under the that have been completed before the Closing Datecertain Website and Catalog Rights Purchase Agreement, dated as of June 30, 2014, by and between Icon NY and Camelot. (c) At the Closing, Purchaser shall deliver or cause to Seller be delivered to Sellers: (i) the original share certificate(s) representing the Pledged Seller Shares (the “Pledged Seller Share Certificates”) and Closing Amount pursuant to Section 3.1(a); (ii) if a certificate signed by an authorized officer of Purchaser, dated as of the Closing occurs after the date that is three (3) months after the First Installment Date, confirming the Second Installmentmatters set forth in Sections 7.3(a) and 7.3(b); (iii) counterparts to the Escrow Agreement, duly executed by Purchaser; (iv) counterparts to the trademark assignment agreement, or series or trademark assignment agreements for applicable jurisdictions, substantially in the form of Exhibit B hereto, duly executed by Purchaser; (v) counterparts to the assignment and assumption agreement with respect to the transfer of the Purchased Assets and the assumption of the Assumed Liabilities, substantially in the form of Exhibit C hereto, duly executed by Purchaser; (vi) counterparts to the patent assignment agreement, or series of patent assignment agreements for applicable jurisdictions, substantially in the form of Exhibit D hereto, duly executed by Purchaser; and (vii) counterparts to the copyright assignment agreement, or series of copyright assignment agreements for applicable jurisdictions, substantially in the form of Exhibit E hereto, duly executed by Purchaser. (d) At the Closing, Purchaser shall deliver or cause to be delivered to the Escrow Agent, the JV Asset Amount pursuant to Section 3.1(b). (e) At the Closing, Parent shall deliver to Purchaser and the Escrow Agent, a counterpart to the Escrow Agreement, duly executed by Parent.