Closing, Deliveries and Obligations. At the Closing, Buyer shall deliver (or caused to be delivered) the following to Seller:
Closing, Deliveries and Obligations. At or prior to the Closing, the Transferor Members shall deliver the following to the BRI Partnership (the "Transferor Members Closing Documents"):
Closing, Deliveries and Obligations. At or prior to the Closing, the Transferor Partners shall deliver the following to the BRI Partnership (the "Transferor Partners Closing Documents"):
(a) Assignment of Transferor Partnership Interests. An assignment of the Transferor Partnership Interests from each of the respective Transferor Partners to the BRI Partnership and a designee of the BRI Partnership in such a manner as not to result in the dissolution of the Transferor Partnership in the form of the Transferor Assignment attached hereto as Exhibit III, duly executed and delivered by each of the Transferor Partners, which shall transfer the Transferor Partnership Interests to the BRI Partnership and such designee free and clear of any lien, pledge, restriction, encumbrance or other claim by any third party.
Closing, Deliveries and Obligations. At each Closing, Seller shall deliver the following to the Escrow Agent (or made available at the Property as noted below):
Closing, Deliveries and Obligations. At the Closing for its Property (and, except as set forth to the contrary in Section 11.03 below, at the Second Tarzana Closing with respect to the Tarzana Property), each Seller shall deliver (and, if applicable, cause its Manager to deliver) the following to Buyer with respect to such Seller and its Property (and it is a condition to Buyer's obligation to close that the same are delivered):
(a) Deed. A deed, in the form attached as Schedule F (each, a "Deed"), which conveys the applicable Real Property owned by the Seller to Buyer, subject only to Permitted Exceptions. Upon the request of Buyer, each Seller will also deliver a quitclaim (that is, without warranty of any kind) deed using the legal description of such Seller's Property set forth in the New Survey for such Property, if such description differs from the description set forth in Schedule A-1 attached hereto.
Closing, Deliveries and Obligations. At or prior to the Closing, Seller shall deliver the following to Buyer (all of which shall constitute condition precedents to Buyer's obligation to close hereunder):
(a) Deed; Bill xx Sale. The Deed and Bill xx Sale, all in form reasonably satisfactory to Buyer's counsel, duly executed and acknowledged, which together convey the Project to Buyer, subject only to the Permitted Exceptions.
Closing, Deliveries and Obligations. At the Closing:
(a) XSEL shall deliver to INTAGE:
(i) duly executed instruments of transfer and sold notes (in a form complying with the Stamp Duty Ordinance (Cap. 117 of the laws of Hong Kong)) in respect of Holdco Shares in favor of INTAGE accompanied by the relevant certificates for the Holdco Shares;
(ii) a certified copy of the shareholder registry of Holdco indicating that XSEL has valid and good title and is the legal and beneficial owner and holder of the Holdco Shares;
(iii) an investment certificate representing the Majority Company Equity that affirmatively indicates Holdco has valid and good title and is the legal and beneficial owner and holder of the Majority Company Equity;
(iv) all Governmental Approvals necessary for the transfer of the Majority Company Equity from Xxxxx to Holdco including (A) an official reply approving the transfer of Majority Company Equity, and (B) an approval letter and a Certificate of Approval issued by MOFCOM stating that Holdco owns 70% of the Company Equity Interest, and a new business license;
(v) all documents necessary to confirm that Holdco has duly paid to Xxxxx the consideration for the Majority Company Equity; and
(vi) the Escrow Agreement (if applicable), duly executed by XSEL.
(b) Xxxxx shall deliver to INTAGE Shanghai:
(i) an investment certificate representing the Minority Company Equity, duly endorsed (or accompanied by duly executed transfer powers) for transfer to INTAGE Shanghai; and
(ii) a Certificate of Approval issued by MOFCOM that indicates that INTAGE Shanghai has valid and good title and is the legal and beneficial owner and holder of the Minority Company Equity.
(c) The Sellers shall deliver to the Buyers:
(i) deeds of release in the form attached hereto as Exhibit 1.4(c)(i), duly executed by each of the Sellers (the “Sellers’ Releases”);
(ii) copies of employment agreements and other written documentation confirming or otherwise verifying the employment with the relevant Hyperlink Company as of the Closing Date with respect to each Employee set forth on (A) Schedule 1.4(c)(ii)(A), and (B) Schedule 1.4(c)(ii)(B) to the extent that XSEL has been able to procure such employment agreements and other written documentation after using commercially reasonable best efforts;
(iii) a deed of noncompetition in the form attached hereto as Exhibit 1.4(c)(iii), duly executed by the Sellers (the “Noncompetition Deed”);
(iv) a certificate executed by an appropriate officer of each Seller dated the Closin...
Closing, Deliveries and Obligations. (a) At the Closing, Buyer will deliver, or cause to be delivered, to Sellers:
(i) the Closing Cash Payment by wire transfer of immediately available funds, which aggregate payment shall be allocated between Sellers in proportion to each Seller’s PR01/ 1471369.15 ownership of the Interests as set forth in Section 3.03(a) of the Disclosure Schedules (the respective “Ownership Percentages”), and made to the account of each Seller that is identified to Buyer in writing at least two Business Days prior to Closing;
(ii) certificates for the shares of Buyer Stock registered in the name of each Seller and duly executed by Buyer and countersigned by Buyer’s transfer agent and registrar, as follows: Lucky Good Dog 93,441 Xxxxxxx 23,360
(iii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6.03 of this Agreement.
(b) At the Closing, each Seller will deliver, or cause to be delivered, to Buyer:
(i) an Assignment Agreement, in form and substance reasonably satisfactory to Buyer (the “Assignment Agreement”) and duly executed by each Seller, pursuant to which such Seller will assign the Purchased Interests owned by such Seller to Buyer; and
(ii) all other agreements, documents, instruments or certificates required to be delivered by Sellers or the Sellers’ Representative at or prior to the Closing pursuant to Section 6.02 of this Agreement.
Closing, Deliveries and Obligations. (a) At the Closing, Buyer will deliver, or cause to be delivered:
(i) to Sellers, the Closing Cash Payment by wire transfer of immediately available funds, which aggregate payment shall be allocated among Sellers in proportion to each Seller’s ownership of the Interests as set forth in Section 3.03(a) of the Disclosure Schedules (the respective “Ownership Percentages”), and made to the account of each Seller that is identified to Buyer in writing at least two Business Days prior to Closing; provided, however, that the portion of the Closing Cash Payment payable to Gold shall be paid as follows: (A) 50% of the portion of the Closing Cash Payment payable to Gold shall be paid to Gold at the Closing in accordance with this clause (i), and (B) subject to Gold’s satisfaction of the applicable “Band” related to the Seminar Requirements in each of Year 1, Year 2 and Year 3, the remaining portion of the Closing Cash Payment payable to Gold (one-third (1/3) of such aggregate amount for each applicable “Year” being referred to herein as the “Gold Contingent Payment”), together with interest earned on any such amount being paid, shall be paid in three nonrefundable installments within 10 days following each of the first three annual anniversaries of the Closing Date, as follows for each of Year 1, Year 2 and Year 3: PR01/ 1485553.8 provided further, however, that in the event that (1) Gold’s employment with the Company or any of its Affiliates is terminated by the Company or such Affiliate without Cause or Gold resigns from employment from the Company or such Affiliate for Good Reason, (2) Gold dies or becomes permanently disabled (as determined in good faith by the Company’s Board of Managers), or (3) the Company consummates a Change of Control (as defined in the Top Third Operating Agreement), in each case prior to the 36 month anniversary of the Closing Date, the remaining portion of all Gold Contingent Payments (as if the “Band 4” Seminar Requirements have been fully satisfied) and interest earned on such amount shall be paid by Buyer to Gold within 10 Business Days of the applicable event;
(ii) to an interest earning account in a financial institution selected by Buyer, an amount equal to the aggregate Gold Contingent Payments; and
(iii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6.03 of this Agreement.
(b) At the Closing, each Seller will deliver, or cause to be d...
Closing, Deliveries and Obligations. At the Closing, Buyer will deliver, or cause to be delivered, to Sellers: (i) the Closing Cash Payment by wire transfer of immediately available funds, which aggregate payment shall be allocated between Sellers in proportion to each Seller’s -11- PR01/ 1471369.15 ownership of the Interests as set forth in Section 3.03(a) of the Disclosure Schedules (the respective “Ownership Percentages”), and made to the account of each Seller that is identified to Buyer in writing at least two Business Days prior to Closing; (ii) certificates for the shares of Buyer Stock registered in the name of each Seller and duly executed by Buyer and countersigned by Buyer’s transfer agent and registrar, as follows: Seller Shares of Buyer Stock Lucky Good Dog 93,441 Xxxxxxx 23,360 (iii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6.03 of this Agreement.
