Closing of the Transaction and the Share Purchase Agreements Sample Clauses

Closing of the Transaction and the Share Purchase Agreements. Closing of the acquisitions of the Targets (other than in respect of the Targets owning the property Landskrona Rom 1 and part of the property Kävlinge Sandhammaren 1) occured during March 2016. In respect of the property Landskrona Rom 1, Closing is expected to occur in Q2 2016 and in respect of the property Kävlinge Sandhammaren 1, Closing is expected to occur in Q1 2017. Five separate Share Purchase Agreements have been entered into with the five different Vendors. The main elements of the share purchases have been structured as follows: • The acquisition is carried out by means of a transfer of 100% of the shares in each of the Targets • The estimated purchase price for the shares in the Targets is paid on the Closing date of each acquisition in cash • The purchase price is subject to auditing and adjustment a certain period after the Closing date of each acquisition • The purchase price is based on an agreed Gross Real Estate Value of SEK 721,000,000 • The Gross Real Estate Value will be reduced due to deferred tax by an estimated SEK 4,000,000 • Closing in respect to the projects, which are currently undergoing construction works (the elderly care facility in Landskrona and the preschool in Kävlinge), will be conditioned upon that those works are completed and approved at final inspection, that a start notice will be granted, that the start date for each respective tenant has occurred and the respective tenant has paid at least 90% of the first rent. • The Share Purchase Agreements as regards the projects contain undertakings for the respective Midroc Vendor to complete the construction works. • As security for the Stenbocken Vendor's obligations under the relevant Share Purchase Agreement, the Company has arranged for an M&A-insurance in the name of the Company which the Stenbocken Vendor paid the insurance-premium for up to SEK 1,000,000. The insurance policy will took effect as from the closing date and instead of a reduction of the purchase price, the sole remedy for the Company as a consequence of any breach of the Vendor’s warranties following Closing in the Share Purchase Agreement will be a right for the Company to claim compensation from the insurer under the insurance policy. Further, insurance compensation payable for any breach of the warranties is treated as taxable income as opposed to a reduction of the purchase price under a share purchase agreement. • As security for PB Del J AB's and NewHoldCo's obligations under the relevant Share ...
Sample 1
AutoNDA by SimpleDocs

Related to Closing of the Transaction and the Share Purchase Agreements

  • Closing of the Securities Purchase (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held at such time or date that is agreed to in writing by the Seller and the Company (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Company shall mutually agree in writing.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Ancillary Documents (a) Project Co shall not:

  • Pre Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

Time is Money Join Law Insider Premium to draft better contracts faster.