Closing Confirmation. On the Closing Date, after all Closing Actions have been taken or occurred or have been duly waived, the Seller and the Purchaser shall confirm, solely for the purpose of documenting that Closing has been effected, in a written document, to be jointly executed substantially in the form attached hereto as Exhibit 12.2.3 (the “Closing Confirmation”), (i) that the Closing Conditions have been duly satisfied and (ii) that all Closing Actions have been duly taken, occurred or duly waived. The legal effect of the Closing Confirmation shall be to serve as evidence that all Closing Actions and the Closing Conditions have been satisfied or waived. Notwithstanding the foregoing provisions of this Section 12.2.3, the execution of the Closing Confirmation shall not limit or prejudice any rights of the Parties arising under or in connection with this Agreement or under applicable law and shall not reverse the burden of proof, provided, however, that no Party shall be entitled to assert, make any claim or exercise any right, including withdrawal or rescission rights, based upon the argument that the Closing Conditions pursuant to Sections 11.1.2 or 11.1.3 have not been satisfied and these Closing Conditions shall be deemed finally satisfied for such purposes, if the Closing Confirmation has been executed by both Parties.
Closing Confirmation. Immediately after all Closing Actions have been taken or occurred or have been waived, the Parties shall confirm in a written document, to be jointly executed (in duplicate) by the Joint Representative and the Purchaser substantially in the form attached as Exhibit 6.2.3 (the “Closing Confirmation”), that all Closing Actions have been duly taken, occurred or waived and that Closing has therefore occurred. The legal effect of the Closing Confirmation shall be to serve as evidence that all Closing Actions have been satisfied or waived, and a copy of the Closing Confirmation shall be provided to the acting notary public. However, the execution of the Closing Confirmation shall not limit or prejudice any rights of the Parties arising under or in connection with this Agreement or under applicable law. The Sellers and the Purchaser hereby instruct the acting notary public, after having been provided with a copy of the Closing Confirmation, to promptly submit a new shareholders’ list of the Company reflecting the transfer of the Sold Shares to the Purchaser to the commercial register of the Company. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Closing Confirmation. After all Closing Actions have been performed, Seller and Buyer shall confirm in a written document to be jointly executed by Seller and Buyer that all Closing Actions have been performed or waived and that the Closing has occurred. Infineon Technologies AG Confidential -91-
Closing Confirmation. After all Closing Actions have been taken, Sellers and Purchaser shall confirm in writing that all Closing Actions have been taken and that the Closing has occurred. This confirmation shall be substantially in the form attached as Exhibit 8.4.
Closing Confirmation. After all Closing Events have been performed or waived, the Sellers and the Purchaser shall confirm in a written document to be jointly executed by the Sellers and the Purchaser (the "Closing Confirmation") that all Closing Events have been performed or waived and that the Closing has occurred. The legal effect of such statement shall be limited to serve as evidence that all Closing Events have been performed or waived and that the Closing has occurred, but shall not limit or prejudice in any manner the rights of the Purchaser arising under this Agreement or under the law.
Closing Confirmation. At the Closing, the Parties shall execute a Closing confirmation, jointly prepared by the Parties prior to Closing, which shall serve as evidence for the consummation of the Closing actions (the “Closing Confirmation”).
Closing Confirmation. Exhibit 14.1.3-1 Seller’s Knowledge Individuals Exhibit 14.1.3-2 Due Inquiry Individuals Exhibit 14.7.1 2017 Accounts Exhibit 14.7.2 2017 Group Accounts and 2016 Group Accounts Exhibit 14.7.3 EMP Accounts Exhibit 14.7.4 MIG Accounts Exhibit 14.7.5 Half Year Accounts Exhibit 14.14.1 Licensing Agreements Exhibit 15.3 Seller’s Closing Certificate Exhibit 16.1-1 Seller’s Employees Exhibit 16.1-2 EMP Service Termination Agreement Exhibit 16.3 Transfer Notice Exhibit 17.1.1 Insurance Agreements Exhibit 17.2.1 Payroll Administration Agreement Exhibit 17.4 Non-Solicitation Executives Exhibit 18.2.3 Purchaser’s Deal Team Exhibit 18.6.1 W&I Insurance
Closing Confirmation. After all Closing Actions have been taken and the Closing Payment Amount has been received by Seller, Seller and Purchaser shall confirm in a written document, to be jointly executed by them (at least in duplicate), substantially in 38 84 the form of the draft attached as Exhibit 12.4 (the Closing Confirmation) that all Closing Actions have been taken and that Closing has occurred.
Closing Confirmation. At the Closing Date, immediately after all Closing Events have occurred, the Parties shall confirm to each other in writing (the “Closing Confirmation”) that all Closing Conditions and Closing Events have been duly fulfilled or waived and that Closing has occurred.
Closing Confirmation. After all Closing Actions have been taken or waived, Seller and Purchaser shall confirm in a written document, to be jointly executed (at least in duplicate) substantially in the form of the draft attached as EXHIBIT 6.8 (the "CLOSING CONFIRMATION") that all Closing Actions have been taken or waived and that the Closing has occurred. For the avoidance of doubt, the legal effect of the Closing Confirmation shall be limited to serving as evidence that all Closing Actions have been taken or waived and that the Closing has occurred, but the execution of the Closing Confirmation shall not limit or prejudice the rights of the Parties arising under this Agreement or under applicable law.
