Common use of Closing Delivery and Payment Clause in Contracts

Closing Delivery and Payment. (a) The consummation of the transactions described in Section 2.1 (the “Closing”) shall take place at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., local time, two Business Days after the day upon which all the conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that the occurrence of the Closing is subject to the satisfaction or waiver of those conditions), or at such other time and place as Buyer and Sellers’ Agent acting on behalf of Sellers may agree in writing. The date on which the Closing occurs is called the “Closing Date” and the Closing shall be deemed to have occurred at 11:59 p.m. on the Closing Date. (b) The Parties agree that the several payments of immediately available United States Dollar funds contemplated by Section 2.1 (other than Section 2.1(v)) shall, after taking into account the offsetting of payments to be received and made by each of the individual Parties and other Persons, be effected by the making of the wire transfers set forth in Annex 2.2(b) on the Closing Date to the accounts specified by the respective payees in such Annex at least three (3) Business Days prior to the Closing Date. The making of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement) with respect to the actions of the Paying Agent on the Closing Date.

Closing Delivery and Payment. (a) The consummation of the transactions described in Section 2.1 (the “Closing”) Buyback Closing shall take place at the offices of ClearyMorgan, GottliebLewis & Bockius LLP, Xxxxx & Xxxxxxxx1701 Market Street, Xxx Philadelphia, PA 19100, xx xx xxxh oxxxx xxace as XX xxx xxx Xxxxxxx Xxxxxxxxxx xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., xx 0:00 x.m. (local time) on, two (i) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is exercised, the later of (A) the date of the closing of such over-allotment option and (B) the 30th day following the Public Closing Date (unless such day is not a Business Days Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the day upon which all the conditions set forth in Article VII hereof Section 5 have been satisfied or waived (other than those ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is not exercised, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions that by their nature are set forth in Section 5 have been satisfied. (b) On the Buyback Closing Date, VW shall deliver to the Company such instruments of transfer, in form and substance reasonably satisfactory to the Company, as shall be sufficient to transfer the Buyback Shares to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt of the instruments of transfer to be satisfied at delivered to it), the Company shall pay to VW in immediately available funds to the account(s) designated by VW, an amount equal to (i) the aggregate Purchase Price for the Buyback Shares plus (ii) the amount of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of (A) the amount of the Registration Fees (as defined in Section 2.4) plus (B) the amount of the Pre-registration Expenses (as defined in Section 8.1). (c) At the Buyback Closing, provided that counsel to VW shall deliver its opinion to the occurrence Company as to the matters set forth in Sections 4.1(a) and 4.3(ii) and (iii), in form and substance substantially similar to the enforceability and conveyance opinions delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Closing is subject to the satisfaction or waiver of those conditions), or at such other time and place as Buyer and Sellers’ Agent acting on behalf of Sellers may agree in writing. The date on which the Closing occurs is called the “Closing Date” and the Closing shall be deemed to have occurred at 11:59 p.m. on the Buyback Closing Date. (bd) The Parties agree that At the several payments of immediately available United States Dollar funds contemplated by Section 2.1 (other than Section 2.1(v)) shallBuyback Closing, after taking into account counsel to the offsetting of payments Company shall deliver its opinion to be received and made by each of VW, as to the individual Parties and other Persons, be effected by the making of the wire transfers matters set forth in Annex 2.2(b) on the Closing Date Section 4.1(a), in form and substance substantially similar to the accounts specified enforceability opinion delivered by such counsel in connection with the respective payees in such Annex at least three (3) Business Days prior to the Closing Date. The making Underwriting Agreement, and dated as of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement) with respect to the actions of the Paying Agent on the Buyback Closing Date.

Closing Delivery and Payment. (a) The consummation of the transactions described in Section 2.1 closing (the “"Closing”") shall take place at the offices of ClearySullxxxx & Xromxxxx, Gottlieb, 005 Xxxxx & Xxxxxxxx, Xxx Xxxxxxx XxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx at 00000 xx 10:00 A.M., A.M. local time, two Business Days five business days following the latest to occur of: (i) obtaining shareholder approval of the transactions contemplated by this Agreement pursuant to Section 6.10, (ii) the expiration of the waiting period under the HSR Act including any extensions thereof, and (iii) the Competition Act Director or any person authorized to exercise the powers and perform the duties of the Competition Act Director shall have issued a certificate under Section 102(l) of the Competition Act to the effect that she is satisfied that she would not have sufficient grounds on which to apply to the Competition Tribunal established pursuant to the Competition Act under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement or the appropriate time period specified in Section 123 of the Competition Act shall have expired or the Competition Act Director shall have indicated in writing that she does not intend to take any action under Section 92 of the Competition Act whether before or after the day upon which all the conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that the occurrence completion of the Closing is subject to transactions contemplated by this Agreement, which could materially interfere with or detrimentally affect the satisfaction or waiver of those conditions)transactions contemplated by this Agreement, or at such other time and place as Buyer and Sellers’ Agent acting on behalf of Sellers the parties hereto may agree in writingmutually agree. The date on which the Closing occurs is called the “Closing Date” and the Closing shall be deemed to have occurred at 11:59 p.m. on the "Closing Date." (b) The Parties agree that On the several payments of Closing Date, Repap shall deliver to Buyer certificates representing the Shares duly endorsed and in form for transfer to Buyer. (c) On the Closing Date, Buyer shall pay or deliver to Repap the Purchase Price in immediately available United States Dollar funds contemplated to an account designated by Section 2.1 (other Repap not less than Section 2.1(v)) shall, after taking into account the offsetting of payments to be received and made by each of the individual Parties and other Persons, be effected by the making of the wire transfers set forth in Annex 2.2(b) on the Closing Date to the accounts specified by the respective payees in such Annex at least three (3) two Business Days prior to the Closing Date. The making of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement) with respect to the actions of the Paying Agent on the Closing DateClosing.

Closing Delivery and Payment. (a) The consummation delivery of the transactions described in Section 2.1 Shares and the payment of the Purchase Price (the “Closing”) shall take place at the offices of Cleary, Gottlieb, Xxxxxx Xxxxxxxx Xxxxx & XxxxxxxxXxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., local time, two A.M. New York time on the fifth Business Days Day after the day upon date on which all of the conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that the occurrence of the Closing is but subject to the satisfaction or waiver of those conditions) are satisfied or waived (the date on which all of the conditions are satisfied or waived, the “Satisfaction Date”); provided, however, that if the Issuance has not occurred prior to the Satisfaction Date, Buyer may elect, by delivery of written notice to Seller within one Business Day after the Satisfaction Date, to postpone the Closing until a date not more than 45 days after the Satisfaction Date; provided, further, that if the Buyer so notifies Seller, (A) the conditions to the Closing set forth in Sections 7.2(a), 7.2(b) and 7.2(f) (and any right of Buyer to terminate this Agreement pursuant to Section 8.1(b), 8.1(d) or at such other time and place as 8.1(e)) shall be deemed to be irrevocably waived by Buyer and Sellers’ Agent acting (B) the Cash Consideration shall be increased by an amount of interest (calculated at 30 day LIBOR in effect on behalf of Sellers may agree the Satisfaction Date as reported in writingthe Wall Street Journal) for the period between the fifth day after the Satisfaction Date to, but not including, the Closing Date. The date on which the Closing occurs is called hereinafter referred to as the “Closing Date” and the Closing shall be deemed to have occurred at 11:59 p.m. on the Closing Date”. (b) The Parties agree that the several payments of immediately available United States Dollar funds contemplated by Section 2.1 (other than Section 2.1(v)) shall, after taking into account the offsetting of payments to be received and made by each of the individual Parties and other Persons, be effected by the making of the wire transfers set forth in Annex 2.2(b) on the Closing Date to the accounts specified by the respective payees in such Annex at least three (3) Business Days prior to the Closing Date. The making of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement) with respect to the actions of the Paying Agent on the Closing Date.

Closing Delivery and Payment. (a) The consummation Subject to the terms of Section 5 hereof, the initial closing of the transactions described in Section 2.1 sale and purchase of the Shares under this Agreement (the “"Initial Closing”") shall take place substantially simultaneously with the closing of the Merger (the date of such closing shall be referred to herein as the "Initial Closing Date"). As promptly as practicable but in any event, not later than 9:00 a.m. on the Initial Closing Date, the Company shall notify each Purchaser of the aggregate number of Shares which the Company shall issue and sell at the offices Initial Closing (the "Initial Closing Shares") and the Pro Rata Portion (as defined in paragraph (d) below) of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., local time, two Business Days after the day upon Initial Closing Shares which all the conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that by their nature are each Purchaser shall be required to be satisfied purchase and pay for at the Initial Closing, provided that . The Initial Closing Shares shall be determined by the occurrence Special Committee of the Closing is subject to Board of the satisfaction or waiver Company's Board of those conditions)Directors (the "Special Committee") in its sole discretion but, or at such other time and place as Buyer and Sellers’ Agent acting on behalf of Sellers may agree in writing. The date on which the Closing occurs is called the “Closing Date” and the Closing any event, shall not be deemed to have occurred at 11:59 p.m. on the Closing Dateless than 3 million Shares. (b) The Parties agree If the number of Initial Closing Shares is less than the aggregate Maximum Amount of all Purchasers (the "Aggregate Maximum Amount"), then each Purchaser shall purchase and pay for and the Company shall issue and sell to such Purchaser at the Subsequent Closings (as defined below), such Purchaser's Pro Rata Portion of a number of Shares equal to the excess of the Maximum Aggregate Amount over the number of Initial Closing Shares (such excess being referred to as the "Excess Shares"); provided, however, that the several payments Special Committee shall have the right, exercisable until the consummation of immediately available United States Dollar funds contemplated by Section 2.1 (other than Section 2.1(v)) shallthe Initial Closing, after taking into account in its sole discretion, to reduce the offsetting total number of payments Excess Shares to a lesser amount provided that the total number of Shares to be received issued to the Purchasers hereunder (including the Initial Closing Shares) shall not be less than an aggregate of 6 million Shares. The Excess Shares shall be issued and made by each of the individual Parties and other Personspaid for in two equal installments at closings to be held (each, be effected by the making of the wire transfers set forth in Annex 2.2(ba "Subsequent Closing") on October 15, 2003 and April 15, 2004 or the Closing Date to the accounts specified by the respective payees in next Business Day thereafter if any such Annex at least three (3) Business Days prior to the Closing Date. The making of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement) with respect to the actions of the Paying Agent on the Closing Date.day is not a

Closing Delivery and Payment. (a) The consummation of the transactions described in Section 2.1 (the “Closing”) Buyback Closing shall take place at the offices of Cleary, GottliebXxxxxx, Xxxxx & XxxxxxxxXxxxxxx LLP, Xxx Xxxxxxx Xxxxx0000 Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx XX 00000, or at 10:00 A.M.such other place as VW and the Company shall agree, at 9:00 a.m. (local time) on, two (i) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is exercised, the later of (A) the date of the closing of such over-allotment option and (B) the 30th day following the Public Closing Date (unless such day is not a Business Days Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the day upon which all the conditions set forth in Article VII hereof Section 5 have been satisfied or waived (other than those ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is not exercised, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions that by their nature are set forth in Section 5 have been satisfied. (b) On the Buyback Closing Date, VW shall deliver to the Company such instruments of transfer, in form and substance reasonably satisfactory to the Company, as shall be sufficient to transfer the Buyback Shares to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt of the instruments of transfer to be satisfied at delivered to it), the Company shall pay to VW in immediately available funds to the account(s) designated by VW, an amount equal to (i) the aggregate Purchase Price for the Buyback Shares plus (ii) the amount of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of (A) the amount of the Registration Fees (as defined in Section 2.4) plus (B) the amount of the Pre-registration Expenses (as defined in Section 8.1). (c) At the Buyback Closing, provided that counsel to VW shall deliver its opinion to the occurrence Company as to the matters set forth in Sections 4.1(a) and 4.3(ii) and (iii), in form and substance substantially similar to the enforceability and conveyance opinions delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Closing is subject to the satisfaction or waiver of those conditions), or at such other time and place as Buyer and Sellers’ Agent acting on behalf of Sellers may agree in writing. The date on which the Closing occurs is called the “Closing Date” and the Closing shall be deemed to have occurred at 11:59 p.m. on the Buyback Closing Date. (bd) The Parties agree that At the several payments of immediately available United States Dollar funds contemplated by Section 2.1 (other than Section 2.1(v)) shallBuyback Closing, after taking into account counsel to the offsetting of payments Company shall deliver its opinion to be received and made by each of VW, as to the individual Parties and other Persons, be effected by the making of the wire transfers matters set forth in Annex 2.2(b) on the Closing Date Section 4.1(a), in form and substance substantially similar to the accounts specified enforceability opinion delivered by such counsel in connection with the respective payees in such Annex at least three (3) Business Days prior to the Closing Date. The making Underwriting Agreement, and dated as of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement) with respect to the actions of the Paying Agent on the Buyback Closing Date.