Closing of the Purchase and Sale of LAI Europe. (a) The closing of the purchase and sale of all of the issued shares in the share capital of LAI Europe pursuant to the exercise of the European Option (the “Europe Closing”) shall be held on the date and at the time and location designated in the European Option Notice, or as otherwise mutually agreed by Lazard Group and LFCM Holdings; provided, however, that the Europe Closing shall not occur until the purchase and sale of all of the issued shares in the share capital of LAI Europe as contemplated by this Agreement shall not (i) be prohibited by applicable law or (ii) require any material consent that has not been obtained, unless Lazard Group shall waive the receipt of such material consent. (b) If the European Option is exercised, each party shall use reasonable best efforts to effectuate the purchase and sale of all of the issued shares in the share capital of LAI Europe, including (i) promptly making all registrations and filings with, and obtaining all necessary consents from, all governmental authorities and taking all reasonable steps as may be necessary or advisable to obtain an approval or waiver from all applicable governmental authorities, (ii) promptly taking such steps to obtain all required third-party consents for the transaction and (iii) the duly approved and authorized prompt execution and delivery of such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested to effectuate the purchase and sale. (c) At the Europe Closing, LFCM Holdings shall deliver to Lazard Group or its designated Subsidiaries (i) all duly approved and authorized instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested by Lazard Group to effectuate the transfer of all of LFCM Holdings’ and its Subsidiaries’ right, title and interest in, to and under all of the issued shares in the share capital of LAI Europe, free and clear of all Liens (other than any restrictions on transfer under the Securities Act), (ii) a certificate, dated as of the Europe Closing, as to the non-foreign status of LFCM Holdings, in the form of Exhibit A hereto, as well as any applicable state or local withholding certificate reasonably requested by Lazard Group, (iii) an agreement, executed by LFCM Holdings and Lazard Group and in form reasonably acceptable to LFCM Holdings and Lazard Group, pursuant to which (A) LFCM Holdings shall represent and warrant to Lazard Group that (1) it is duly organized, validly existing, has the necessary company power and authority to consummate the subject transactions and requires no consents other than those set forth on a schedule to the agreement, (2) immediately after the Europe Closing, Lazard Group or its designated Subsidiary shall own all right, title and interest in, to and under all of the issued shares in the share capital of LAI Europe, free and clear of all Liens, other than any Liens created by Lazard Group or its Subsidiaries upon acquisition of such shares and other than any restrictions on transfer under the Securities Act, (3) all of the European Merchant Banking Business of LFCM Holdings and its Subsidiaries shall have been conducted solely within LAI Europe and its Subsidiaries and the Funds managed by LAI Europe or its Subsidiaries, (4) it has complied with all of its covenants set forth in this Agreement to the extent relating to or affecting the European Merchant Banking Business, and (5) except as set forth on the balance sheet of LAI Europe and its Subsidiaries or set forth on a disclosure schedule to the agreement, neither LAI Europe nor any of the Subsidiaries of LAI Europe has any material Liabilities; (B) Lazard Group shall agree to assume all of the Liabilities of LFCM Holdings and its Subsidiaries to the extent that such Liabilities relate primarily to the European Merchant Banking Business and such Liabilities are specifically disclosed on a disclosure schedule, and LFCM Holdings shall agree, and shall cause its Subsidiaries, to transfer and convey all of the assets owned by LFCM Holdings and its Subsidiaries to the extent that such assets relate primarily to the
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Samples: Business Alliance Agreement
Closing of the Purchase and Sale of LAI Europe. (a) The closing of the purchase and sale of all of the issued shares in the share capital of LAI Europe pursuant to the exercise of the European Option (the “Europe Closing”) shall be held on the date and at the time and location designated in the European Option Notice, or as otherwise mutually agreed by Lazard Group and LFCM Holdings; provided, however, that the Europe Closing shall not occur until the purchase and sale of all of the issued shares in the share capital of LAI Europe as contemplated by this Agreement shall not (i) be prohibited by applicable law or (ii) require any material consent that has not been obtained, unless Lazard Group shall waive the receipt of such material consent.
(b) If the European Option is exercised, each party shall use reasonable best efforts to effectuate the purchase and sale of all of the issued shares in the share capital of LAI Europe, including (i) promptly making all registrations and filings with, and obtaining all necessary consents from, all governmental authorities and taking all reasonable steps as may be necessary or advisable to obtain an approval or waiver from all applicable governmental authorities, (ii) promptly taking such steps to obtain all required third-party consents for the transaction and (iii) the duly approved and authorized prompt execution and delivery of such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested to effectuate the purchase and sale.
(c) At the Europe Closing, LFCM Holdings shall deliver to Lazard Group or its designated Subsidiaries (i) all duly approved and authorized instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested by Lazard Group to effectuate the transfer of all of LFCM Holdings’ and its Subsidiaries’ right, title and interest in, to and under all of the issued shares in the share capital of LAI Europe, free and clear of all Liens (other than any restrictions on transfer under the Securities Act), (ii) a certificate, dated as of the Europe Closing, as to the non-foreign status of LFCM Holdings, in the form of Exhibit A hereto, as well as any applicable state or local withholding certificate reasonably requested by Lazard Group, (iii) an agreement, executed by LFCM Holdings Hold- ings and Lazard Group and in form reasonably acceptable to LFCM Holdings and Lazard Group, pursuant to which (A) LFCM Holdings shall represent and warrant to Lazard Group that (1) it is duly organized, validly existing, has the necessary company power and authority to consummate the subject transactions and requires no consents other than those set forth on a schedule to the agreement, (2) immediately after the Europe Closing, Lazard Group or its designated Subsidiary shall own all right, title and interest in, to and under all of the issued shares in the share capital of LAI Europe, free and clear of all Liens, other than any Liens created by Lazard Group or its Subsidiaries upon acquisition of such shares and other than any restrictions on transfer under the Securities Act, (3) all of the European Merchant Banking Business of LFCM Holdings and its Subsidiaries shall have been conducted solely within LAI Europe and its Subsidiaries and the Funds managed by LAI Europe or its Subsidiaries, (4) it has complied with all of its covenants set forth in this Agreement to the extent relating to or affecting the European Merchant Banking Business, and (5) except as set forth on the balance sheet of LAI Europe and its Subsidiaries or set forth on a disclosure schedule to the agreement, neither LAI Europe nor any of the Subsidiaries of LAI Europe has any material Liabilities; (B) Lazard Group shall agree to assume all of the Liabilities of LFCM Holdings and its Subsidiaries to the extent that such Liabilities relate primarily to the European Merchant Banking Business and such Liabilities are specifically disclosed on a disclosure schedule, and LFCM Holdings shall agree, and shall cause its Subsidiaries, to transfer and convey all of the assets owned by LFCM Holdings and its Subsidiaries to the extent that such assets relate primarily to thethe European Merchant Banking Business (other than the LFCM Retained Interest); (C) Lazard Group shall represent and warrant to LFCM Holdings that it is duly organized, validly existing, has the necessary company power and authority to consummate the subject transactions; (D) LFCM Holdings shall agree to indemnify Lazard Group, its Affiliates, representatives and successors for any Liabilities to the extent resulting from a breach of LFCM Holdings’ representations, warranties or covenants set forth in such agreement (including for any liability or obligation of LAI Europe or any of its Subsidiaries that is not primarily related to the European Merchant Banking Business); provided that the maximum amount payable under such indemnification obligation for a breach of representation or warranty (other than a breach of the representation relating to the title of the limited liability company interests in LAI Europe or the representation relating to the liabilities of LFCM Holdings or its Subsidiaries, including LAI Europe and its Subsidiaries) is U.S. $2,000,000; and (E) Lazard Group shall agree to indemnify LFCM Holdings, its Affiliates, representatives and successors for any Liabilities to the extent resulting from a breach of Lazard Group’s representations, warranties or covenants set forth in such agreement.
(d) At the Europe Closing, and in consideration of the agreement and deliveries set forth in Section 3.4(c), Lazard Group shall deliver to LFCM Holdings, by wire transfer to an account designated by LFCM Holdings, an amount in immediately available funds equal to two million dollars (U.S. $2,000,000).
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Closing of the Purchase and Sale of LAI Europe. (a) The closing of the purchase and sale of all of the issued shares in the share capital of LAI Europe pursuant to the exercise of the European Option (the “Europe Closing”) shall be held on the date and at the time and location designated in the European Option Notice, or as otherwise mutually agreed by Lazard Group and LFCM Holdings; provided, however, that the Europe Closing shall not occur until the purchase and sale of all of the issued shares in the share capital of LAI Europe as contemplated by this Agreement shall not (i) be prohibited by applicable law or (ii) require any material consent that has not been obtained, unless Lazard Group shall waive the receipt of such material consent.
(b) If the European Option is exercised, each party shall use reasonable best efforts to effectuate the purchase and sale of all of the issued shares in the share capital of LAI Europe, including (i) promptly making all registrations and filings with, and obtaining all necessary consents from, all governmental authorities and taking all reasonable steps as may be necessary or advisable to obtain an approval or waiver from all applicable governmental authorities, (ii) promptly taking such steps to obtain all required third-party consents for the transaction and (iii) the duly approved and authorized prompt execution and delivery of such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested to effectuate the purchase and sale.
(c) At the Europe Closing, LFCM Holdings shall deliver to Lazard Group or its designated Subsidiaries (i) all duly approved and authorized instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested by Lazard Group to effectuate the transfer of all of LFCM Holdings’ and its Subsidiaries’ right, title and interest in, to and under all of the issued shares in the share capital of LAI Europe, free and clear of all Liens (other than any restrictions on transfer under the Securities Act), (ii) a certificate, dated as of the Europe Closing, as to the non-foreign status of LFCM Holdings, in the form of Exhibit A hereto, as well as any applicable state or local withholding certificate reasonably requested by Lazard Group, (iii) an agreement, executed by LFCM Holdings and Lazard Group and in form reasonably acceptable to LFCM Holdings and Lazard Group, pursuant to which (A) LFCM Holdings shall represent and warrant to Lazard Group that (1) it is duly organized, validly existing, has the necessary company power and authority to consummate the subject transactions and requires no consents other than those set forth on a schedule to the agreement, (2) immediately after the Europe Closing, Lazard Group or its designated Subsidiary shall own all right, title and interest in, to and under all of the issued shares in the share capital of LAI Europe, free and clear of all Liens, other than any Liens created by Lazard Group or its Subsidiaries upon acquisition of such shares and other than any restrictions on transfer under the Securities Act, (3) all of the European Merchant Banking Business of LFCM Holdings and its Subsidiaries shall have been conducted solely within LAI Europe and its Subsidiaries and the Funds managed by LAI Europe or its Subsidiaries, (4) it has complied with all of its covenants set forth in this Agreement to the extent relating to or affecting the European Merchant Banking Business, and (5) except as set forth on the balance sheet of LAI Europe and its Subsidiaries or set forth on a disclosure schedule to the agreement, neither LAI Europe nor any of the Subsidiaries of LAI Europe has any material Liabilities; (B) Lazard Group shall agree to assume all of the Liabilities of LFCM Holdings and its Subsidiaries to the extent that such Liabilities relate primarily to the European Merchant Banking Business and such Liabilities are specifically disclosed on a disclosure schedule, and LFCM Holdings shall agree, and shall cause its Subsidiaries, to transfer and convey all of the assets owned by LFCM Holdings and its Subsidiaries to the extent that such assets relate primarily to thethe European Merchant Banking Business (other than the LFCM Retained Interest); (C) Lazard Group shall represent and warrant to LFCM Holdings that it is duly organized, validly existing, has the necessary company power and authority to consummate the subject transactions; (D) LFCM Holdings shall agree to indemnify Lazard Group, its Affiliates, representatives and successors for any Liabilities to the extent resulting from a breach of LFCM Holdings’ representations, warranties or covenants set forth in such agreement (including for any liability or obligation of LAI Europe or any of its Subsidiaries that is not primarily related to the European Merchant Banking Business); provided that the maximum amount payable under such indemnification obligation for a breach of representation or warranty (other than a breach of the representation relating to the title of the limited liability company interests in LAI Europe or the representation relating to the liabilities of LFCM Holdings or its Subsidiaries, including LAI Europe and its Subsidiaries) is U.S. $2,000,000; and (E) Lazard Group shall agree to indemnify LFCM Holdings, its Affiliates, representatives and successors for any Liabilities to the extent resulting from a breach of Lazard Group’s representations, warranties or covenants set forth in such agreement.
(d) At the Europe Closing, and in consideration of the agreement and deliveries set forth in Section 3.4(c), Lazard Group shall deliver to LFCM Holdings, by wire transfer to an account designated by LFCM Holdings, an amount in immediately available funds equal to two million dollars (U.S. $2,000,000).
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Closing of the Purchase and Sale of LAI Europe. (a) The closing of the purchase and sale of all of the issued shares in the share capital outstanding limited liability company interests of LAI Europe pursuant to the exercise of the European Option (the “Europe Closing”) shall be held on the date and at the time and location designated in the European Option Notice, or as otherwise mutually agreed by Lazard Group and LFCM Holdings; provided, however, that the Europe Closing shall not occur until the purchase and sale of all of the issued shares in the share capital outstanding limited liability company interests of LAI Europe as contemplated by this Agreement shall not (ia) be prohibited by applicable law or (iib) require any material consent that has not been obtained, unless Lazard Group shall waive the receipt of such material consent.
(b) If the European Option is exercised, each party shall use reasonable best efforts to effectuate the purchase and sale of all of the issued shares in the share capital outstanding limited liability company interests of LAI Europe, including (i) promptly making all registrations and filings with, and obtaining all necessary consents from, all governmental authorities and taking all reasonable steps as may be necessary or advisable to obtain an approval or waiver from all applicable governmental authorities, (ii) promptly taking such steps to obtain all required third-party consents for the transaction and (iii) the duly approved and authorized prompt execution and delivery of such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested to effectuate the purchase and sale.
(c) At the Europe Closing, LFCM Holdings shall deliver to Lazard Group or its designated Subsidiaries (i) all duly approved and authorized instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be reasonably requested by Lazard Group to effectuate the transfer of all of LFCM Holdings’ and its Subsidiaries’ right, title and interest in, to and under all of the issued shares outstanding limited liability company interests in the share capital of LAI Europe, free and clear of all Liens (other than any restrictions on transfer under the Securities Act), (ii) a certificate, dated as of the Europe Closing, as to the non-foreign status of LFCM Holdings, in the form of Exhibit A hereto, as well as any applicable state or local withholding certificate reasonably requested by Lazard Group, (iii) an agreement, executed by LFCM Holdings and Lazard Group and in form reasonably acceptable to LFCM Holdings and Lazard Group, pursuant to which (A) LFCM Holdings shall represent and warrant to Lazard Group that (1w) it is duly organized, validly existing, has the necessary corporate or limited liability company power and authority to consummate the subject transactions and requires no consents other than those set forth on a schedule to the agreement, (2x) immediately after the Europe Closing, Lazard Group or its designated Subsidiary shall own all right, title and interest in, to and under all of the issued shares outstanding limited liability company interests in the share capital of LAI Europe, free and clear of all Liens, other than any Liens created by Lazard Group or its Subsidiaries upon acquisition of such shares interests and other than any restrictions on transfer under the Securities Act, (3y) all of the European Merchant Banking Business of LFCM Holdings and its Subsidiaries shall have been conducted solely within LAI Europe and its Subsidiaries and the Funds managed by LAI Europe or its Subsidiaries, Subsidiaries and (4z) it has complied with all of its covenants set forth in this Agreement to the extent relating to or affecting the European Merchant Banking Business, and (5) except as set forth on the balance sheet of LAI Europe and its Subsidiaries or set forth on a disclosure schedule to the agreement, neither LAI Europe nor any of the Subsidiaries of LAI Europe has any material Liabilities; (B) Lazard Group shall represent and warrant to LFCM Holdings that it is duly organized, validly existing, has the necessary corporate or limited liability company power and authority to consummate the subject transactions; (C) LFCM Holdings shall agree to assume all of the indemnify Lazard Group, its affiliates, representatives and successors for any Liabilities of LFCM Holdings and its Subsidiaries to the extent resulting from a breach of LFCM Holdings’ representations, warranties or covenants set forth in such agreement (including for any liability or obligation of LAI Europe or any of its Subsidiaries that such Liabilities relate is not primarily related to the European Merchant Banking Business Business); and such (D) Lazard Group shall agree to indemnify LFCM Holdings, its affiliates, representatives and successors for any Liabilities are specifically disclosed on a disclosure schedule, and LFCM Holdings shall agree, and shall cause its Subsidiaries, to transfer and convey all of the assets owned by LFCM Holdings and its Subsidiaries to the extent that resulting from a breach of Lazard Group’s representations, warranties or covenants set forth in such assets relate primarily agreement.
(d) At the Europe Closing, and in consideration of the agreement and deliveries set forth in Section 3.4(c), Lazard Group shall deliver to theLFCM Holdings, by wire transfer to an account designated by LFCM Holdings, an amount in immediately available funds equal to two million dollars (U.S. $2,000,000).
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