Closing Deliveries at Closing. The closing of the transaction contemplated in this Agreement ("Closing") shall take place on the date set forth in Paragraph 6 of this Agreement.
A. At the time of Closing, Seller shall deliver to Buyer the following items:
Closing Deliveries at Closing. Subject to the satisfaction or waiver of the conditions set forth in Article 4 herein, the closing of the contribution of the Conversion Shares for Units contemplated by this Agreement (the “Closing”) shall take place at the offices of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately prior to the Effective Time (the date upon which such Closing occurs, the “Closing Date”). At the Closing, each Contributing Shareholder shall deliver to Parent the stock certificate(s) evidencing the Conversion Shares to be contributed by it under this Agreement, in each case together with stock powers duly endorsed in blank or a lost stock affidavit in form and substance reasonably acceptable to Parent, against the issuance by Parent to such Contributing Shareholder of the Units to be acquired by such Contributing Shareholder, which issuance shall be evidenced by appropriate notations on the membership interest ledger of Parent.
Closing Deliveries at Closing. (a) Seller shall convey to Buyer all of its right, title and interest in and to the Interest, free and clear of all liens, claims, encumbrances, security and other adverse interests (“Liens”), and thereupon Seller shall cease to be a Member of, or have any interest in, the Company;
(b) Buyer shall pay to Seller the balance of the Purchase Price as contemplated in Section 2(b) above;
(c) Buyer and each of the Seller Parties and Key Principals shall each execute and deliver to the other an assignment and assumption agreement in the form attached hereto as Exhibit A and made a part hereof (an “Assignment Agreement”) pursuant to which, among other things, Existing Manager shall resign as “Manager” of the Company, whereupon Buyer shall automatically and without any further action or approval become (or have the right to select) the new Manager of the Company, and Existing Manager shall cease to have any interest in, or rights to distributions from, the Company;
(d) The Key Principals shall execute and deliver to Buyer Guarantor an indemnification agreement in the form attached hereto as Exhibit B and made a part hereof (an “Indemnification Agreement”);
(e) Buyer and each Seller Party shall deliver reasonable evidence of such party’s authority to enter into the transactions contemplated herein;
(f) The Seller Parties and Key Principals shall each execute and deliver a written certificate to the Buyer recertifying and remaking the warranties and representations contained in Section 6 below as of the Closing Date;
(g) Buyer shall execute and deliver a written certificate to Seller recertifying and remaking the warranties and representations contained in Section 7 below as of the Closing Date;
(h) Seller shall execute and deliver to Buyer a customary non-foreign person affidavit pursuant to Section 1445 and 1446 of the Internal Revenue Code, as amended
(i) To the extent so required by Lender, the parties hereto shall execute and deliver the Lender Consent; and
(j) Each party hereto shall execute and deliver such other documents and instruments that shall reasonably be required to consummate the transactions contemplated herein.
Closing Deliveries at Closing. 3.1 The Closing and the Phase I and
Closing Deliveries at Closing. 3.1. Closing shall take place on December 4, at 1:00 p.m. Buenos Aires time at the offices of the law firm of Brons & Xxxxx, Xxxxxxx X. xx Xxxxxx 000, 0°, Xxxxxx Xxxxx, Xxxxxxxxx.
3.2. At Closing, the Parties shall perform the following acts:
a. The Purchaser shall make the wire transfer pursuant to Article SECOND hereof.
b. The Vendor shall deliver the transfer notice of the Shares to the Purchaser, substantially in the form of Schedule II.
c. The Vendor shall deliver the Shares and the Dofistone Shares to the Purchaser.
d. The Vendor shall deliver the original copies of the By-Laws, the corporate books and records corresponding to the Company and Dofistone, to the Purchaser.
e. The Vendor shall deliver title documentation to the Patent.
f. The Vendor shall deliver title documentation to Intellectual Property Rights registered in the Company’s name. For purposes of this Agreement, Intellectual Property Rights shall mean property rights over the patents listed in Schedule 3.2.
Closing Deliveries at Closing. (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place simultaneously at the offices of Skadden, Arps, Slate, Meagxxx & Xlom, 009 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 a.m., local time, and Franx Xxxxxxxx, Xxtary, Berlin, Germany (the "Notary") on the second business day after which all of the conditions set forth in Article VIII are satisfied or, to the extent permitted by applicable Law, waived, or on such other date and at such other time and place as HWI and the Lemmerz Shareholders shall agree (the date on which the Closing actually occurs being referred to herein as the "Closing Date").
(b) At the Closing, the Lemmerz Shareholders shall cause Newco Holding to deliver, or cause to be deliv-
Closing Deliveries at Closing. (a) Releasor shall deliver to Releasee the Note marked across its face "CANCELLED"; and (b) Releasee shall deliver to Releasor the Cancellation Payment and the Warrant.
Closing Deliveries at Closing. (a) The closing of the transactions contemplated by this Agreement (the "Closing") shall be held at the offices of XxXxxxxx Xxxxxxxx LLP, located at 0000 Xx Xx Xxxxxxxxxxx Xxxxxx West, Suite 2500, Montréal, Québec, commencing at 10:00 a.m., Montréal time (or such other time as the parties may agree) on the Closing Date.
(b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser:
(i) a certificate or certificates evidencing all of the Purchased Securities duly endorsed in blank for transfer or accompanied by powers of attorney for the transfer of the Purchased Securities duly executed in blank, in either case, by the holder of record, together with evidence satisfactory to Purchaser that Purchaser has been entered in the applicable securities register and register of transfers of the Partnership and the General Partner as the holder of record of the Purchased Securities;
(ii) certified copies of (A) the limited partnership agreement in respect of the Partnership, (B) the charter documents and by-laws of the General Partner, (C) all resolutions of the board of directors or shareholders, as applicable, of each of the General Partner and Seller approving the entering into and completion of the transactions contemplated by this Agreement, the Asset Transfer Agreement, the Supply Agreement and the Power Purchase Contracts Assignment Agreement, as applicable, (D) all resolutions of the board of directors of MPCo approving the entering into of the Load Transfer Agreement, and (E) a list of the officers and directors of the General Partner authorized to sign agreements together with their specimen signatures;
(iii) a certificate of status with respect to each of the Partnership, the General Partner, Seller and ACI issued by the appropriate government official of their respective jurisdiction of organization;
(iv) the certificate referred to in Section 6.2(c);
(v) copies of all consents, approvals or waivers required in connection with the consummation of the transactions contemplated by this Agreement, including the authorization of the Ministère du développement durable, de l'Environnement et des Parcs for the transfer of all permits and certificates required by Environmental Laws, in all cases to the extent obtained by Seller or MPCo, as applicable, prior to the Closing;
(vi) copies of the records and minutes books of the Partnership and the General Partner to the extent such records and books are in the possession of Seller or any of its Af...
Closing Deliveries at Closing. 11.1. The Closing ("Closing") shall take place at the offices of Settlement Agent at 10:00 a.m. on the Closing Date. Closing shall not be deemed to have been concluded until all the requirements of this Article 11 have been satisfied.
Closing Deliveries at Closing. The closing of this Agreement, shall occur at a place and time mutually acceptable to Seller and Purchaser two (2) Business Days after the satisfaction of the condition referred to in Article IV.
