Closing Deliveries of the Purchasers Sample Clauses

Closing Deliveries of the Purchasers. On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):
Sample 1
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Closing Deliveries of the Purchasers. At the Closing, the Purchasers shall deliver the following:
Sample 1
Closing Deliveries of the Purchasers. At the First Closing, upon satisfaction or waiver of the conditions set forth in Section 7.1(a), the Purchasers shall make the payments and deliver, or cause to be delivered, to the Seller Companies the following instruments, certificates and other documents in order to pay for the Purchased Assets and effect the assumption of all Assumed Liabilities from the Seller Companies pursuant to Section 2.2:
Sample 1
Closing Deliveries of the Purchasers. (i) Delivery of the Escrow Amount. As further payment of the Purchase Price (as adjusted pursuant to Section 2.3), at the Florida Second Closing and the Georgia Second Closing as provided below, FDN and Holding shall, by joint written instructions to the Escrow Agent in accordance with the Escrow Agreement, cause the Escrow Agent to wire transfer to an account designated by the Seller Companies an aggregate amount (the "Second Closing Payment") equal to the Escrow Amount plus the Deposit minus (A) $1,325,000 (the "Indemnity Escrow") and minus (B) if the amount of any adjustments to the Purchase Price contemplated by Section 2.3(b) of this Agreement remains in dispute or is otherwise not finalized as of the first to occur of the Florida Second Closing and the Georgia Second Closing, $3,600,000 (together with earnings thereon after the first Second Closing to occur, the "Purchase Price Holdback Escrow"), as follows:
Sample 1
Closing Deliveries of the Purchasers. On or prior to the Closing Date, the Purchasers shall deliver or cause to be delivered to Young the following:
Sample 1
Closing Deliveries of the Purchasers. At the Closing, each Purchaser shall deliver the following (in addition to any other documents required to be delivered by such Purchaser pursuant to any other provisions of this Agreement):
Sample 1

Related to Closing Deliveries of the Purchasers

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • Closing Deliveries of the Company The obligations of Parent and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Parent, at or prior to the Closing, of each of the following conditions:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

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