Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver, or cause to be delivered to Seller, the following, each in form and substance reasonably satisfactory to Seller:
(a) A certificate, executed by Buyer, dated as of the Closing, certifying that the conditions specified in Section 7.3 have been fulfilled; and
(b) The Initial Payment of the Purchase Price as specified in Section 2.1(a) shall be processed with the Buyer’s transfer agent for the timely issuance and receipt of the Initial Payment by the Seller.
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver to Seller the following:
(a) a wire transfer of immediately available funds (to such account or accounts as Seller shall have notified Buyer of at least 2 Business Days prior to the Closing Date) in an amount equal to (i) the Base Purchase Price plus (ii) Seller’s good faith estimate (the “Adjustment Estimate”) of (A) the Closing Date Net Working Capital and (B) the Capital Expenditures Adjustment, which Seller shall deliver in writing to Buyer at least 3 Business Days prior to the Closing Date, including the calculation thereof in reasonable detail minus (iii) $225,000; and
(b) an executed counterpart by Buyer of (i) the Company Assignment Agreement, and (ii) each other Ancillary Agreement to which Buyer is a party.
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver the following:
(a) a wire transfer or transfers of immediately available funds (to such account or accounts of Seller as Seller shall have notified Buyer of in writing at least two Business Days prior to the Closing Date) in an amount or amounts in the aggregate equal to the Purchase Price; and
(b) to Seller a counterpart duly executed by Buyer of the Company Assignment Agreement.
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver to Seller the following:
(a) a wire transfer of immediately available funds (to such account as Seller shall have notified Buyer of at least three Business Days prior to the Closing Date) in an amount equal to the result of (i) the sum of (A) the Base Purchase Price, minus (B) the Bridgeport 33 1/3% Purchase Price if the Bridgeport Dispute has not been resolved as of the Closing such that Duke Bridgeport Energy is not the owner of record title to the UBE Interest, minus (C) the Xxxx Landing Toll Purchase Price if the Xxxx Landing Toll has not been entered into on or prior to Closing, and plus (D) the amount of the Xxxx Landing Toll Purchase Price Adjustment (which may be positive, negative or zero), if the Xxxx Landing Toll has been entered into on or prior to Closing, plus (ii) Seller’s good faith estimate (the “ANWC Estimate”) of the Adjusted Net Working Capital as of the Closing, minus (iii) Seller’s good faith estimate of the Major Maintenance Amounts (the “MM Estimate”) as of Closing, showing in the case of clauses (ii) and (iii) the calculation thereof in reasonable detail and delivered in writing to Buyer at least three Business Days prior to the Closing Date;
(b) an executed counterpart of each Company Assignment Agreement;
(c) an executed counterpart of each Assignment and Assumption Agreement by each Assignee referenced in Section 2.4(b);
(d) the Form III and Environmental Condition Assessment Form as required by Section 6.17; and
(e) any guaranties, cash and/or letters of credit required to be delivered to Seller at the Closing pursuant to Section 6.5(e)(iv).
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver to Seller the following:
(a) a wire transfer of immediately available funds (to such account as Seller shall have notified Buyer of at least two Business Days prior to the Closing Date) in an amount equal to the Base Purchase Price as adjusted pursuant to Section 2.02(b) and Section 2.02(c), as estimated in good faith by Seller (the "ESTIMATED PURCHASE PRICE"). Seller shall deliver a calculation of the Estimated Purchase Price in writing to Buyer at least two Business Days prior to the Closing Date and shall attach to the calculation of the Estimated Purchase Price a schedule showing the estimated adjustments to the Base Purchase Price pursuant to Section 2.02(b) and Section 2.02(c); and
(b) the certificate described in Section 7.03(c).
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver or cause to be delivered to Seller (such deliveries, collectively, the “Buyer Closing Deliverables”):
(i) the Estimated Purchase Price by wire transfer of immediately available funds to the accounts designated by Seller no less than ten (10) Business Days prior to the Closing (it being understood that in respect of the payment of the portion Estimated Purchase Price payable in respect of the Purchased Equity of the Chinese Target Company, such account(s) must be RMB account(s) established with a commercial bank in the PRC);
(ii) with respect to the Malaysian Target Company, the statutory declaration (Form 48A) duly executed by each of the Incoming Directors nominated by the applicable Buyer’s Affiliate;
(iii) a counterpart to each of the following agreements, duly executed by an authorized signatory of Buyer:
(A) the Chinese Target Company Joint Venture Contract;
(B) the Malaysian Target Company Shareholders’ Agreement;
(C) the Chinese Target Company Letter Agreement;
(D) the Malaysian Target Company Letter Agreement; and
(E) the Local China Transfer Agreement.
(iv) a true and complete copy, certified by an authorized signatory of Buyer, of the resolutions duly and validly adopted by Buyer evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; and
(v) the Buyer Bring Down Certificate, dated as of the Closing Date, duly executed by an authorized signatory of Buyer.
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver to Seller the following:
(a) a wire transfer of immediately available funds (to such account or accounts as Seller shall have notified Buyer of at least two (2) Business Days prior to the Closing Date) in an amount equal to (i) the Base Purchase Price plus (ii) Seller's good faith estimate of the Closing Date Net Working Capital (the "Adjustment Estimate");
(b) the Assignment and Assumption Agreement duly executed by Buyer;
(c) the Bxxx of Sale duly executed by Buyer;
(d) a countersigned copy of the Seller Parent Guaranty Agreement, duly executed by Buyer;
(e) the certificate referenced in Section 7.3;
(f) the Transition Services Agreement, duly executed by Buyer; and
(g) such other customary instruments of sale, assignment, transfer, and assumption, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement.
Closing Deliveries by Buyer to Seller. At the Closing, (i) Buyer and Seller shall deliver release instructions to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release the Escrowed Deposit to Seller and (ii) Buyer shall deliver to Seller a wire transfer of immediately available funds (to such account or accounts as Seller shall have notified Buyer prior to the Closing) in an amount equal to the Purchase Price less the amount of the Escrowed Deposit.
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver, or shall cause to be delivered, to Seller the following:
(a) a wire transfer of immediately available funds (to such account designated by Seller) in an amount equal to the Closing Payment;
(b) an executed counterpart of the Assignment and Bill of Sale;
(c) such other customary instruments of transfer or assumption, filings or documents as may be required to give effect to the transactions contemplated by this Agreement and the other Transaction Documents, including a copy of all resolutions authorizing the transactions contemplated herein, including a certificate of incumbency and an officer’s certificate confirming such resolutions and the authority of the person executing all documents and instruments that are necessary for the consummation of the transactions contemplated hereby.
Closing Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver, or cause to be delivered to Seller, the following, each in form and substance reasonably satisfactory to Seller:
(a) The Initial Purchase Price.
