Closing Payments and Deliveries. (a) Prior to or at Closing, Buyer may designate one or more Buyer Designees to purchase or take transfer, assignment or conveyance of one or more Acquired Assets and/or assume one or more Assumed Liabilities, and Seller hereby agrees to sell, transfer, assign, or convey all such Acquired Assets and Assumed Liabilities to all such Buyer Designees as Buyer may designate.
(b) At the Closing, Sellers will deliver to Buyer or each Buyer Designee: (i) one or more duly executed Xxxx of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit B (ii) a duly executed Trademark Assignment Agreement, substantially in the form of Exhibit C (the “Trademark Assignment Agreement”); (iii) a duly executed Domain Name Assignment Agreement, substantially in the form of Exhibit D (the “Domain Name Assignment Agreement”); (iv) the Transition Services Agreement duly executed by Sellers; (v) the Merchandise List; and (vi) such other agreements, certificates, instruments and documents as Buyer or any Buyer Designee may reasonably request.
(c) At the Closing, Buyer or each Buyer Designee will deliver to Sellers: (i) the Xxxx of Sale and Assignment and Assumption Agreement duly executed by Buyer or Buyer Designee, as applicable; (ii) the Trademark Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iii) the Domain Name Assignment Agreement duly executed by Buyer or Buyer Designee, as applicable; (iv) the Transition Services Agreement duly executed by Buyer or Buyer Designee, as applicable; and (v) such other agreements, certificates, instruments and documents as Sellers shall reasonably request.
Closing Payments and Deliveries. (a) At least four (4) Business Days (or one (1) Business Day, in the case of clause (ii) below) prior to the Closing Date, the Company shall:
(i) deliver to Parent a statement (the “Closing Date Statement”) setting forth in reasonable detail (w) the Company’s good faith estimate of (1) the Closing Cash (the “Estimated Closing Cash”), (2) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (3) the Closing Indebtedness (the “Estimated Closing Indebtedness”) and (4) the Transaction Expenses (the “Estimated Transaction Expenses”), (x) the Aggregate Preferred Stock Closing Accrued Value and Aggregate Preferred Option Closing Accrued Value, (y) the Aggregate Option Exercise Price and (z) the Company’s determination of the Aggregate Estimated Closing Merger Consideration based on the foregoing clauses (together with reasonably detailed supporting calculations, in each case, determined in accordance with this Agreement); provided, that the Company shall consider in good faith any comments provided by Parent in writing with respect to the Closing Date Statement, and if the Company accepts any such written comments, it shall deliver to Parent an updated version of the Closing Date Statement, which updated version shall replace the prior version for all purposes hereunder except, for purposes of determination of the Closing Date pursuant to Section 2.1, such updated version shall be deemed to have been delivered on the date on which the prior version of the Closing Date Statement was delivered and; and provided, further, that the Company shall, and shall cause the Company Group to, use commercially reasonable efforts to make its financial records, accounting personnel and advisors available to Parent, its accountants and other representatives at reasonable times during the review by Parent of the Closing Date Statement;
(ii) deliver to Parent the Payoff Letter (provided that a substantially final draft of the Payoff Letter but without the amounts filled in shall be delivered to Parent three (3) Business Days prior to the Closing Date);
(iii) deliver to Parent a certificate, duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the U.S. Treasury Regulations, issued by the Company certifying that an interest in the Company is not a United States real property interest within the meaning of Section 897 of the Code; and
(iv) notify Parent in writing of, to the extent then known, the respective amounts payable pursuant t...
Closing Payments and Deliveries. (a) At the Closing, SDTS shall deliver, or cause to be delivered, to Oncor each of the following:
(i) any payment to which Oncor is entitled pursuant to Section 1.05(f) (to the extent not satisfied by subtracting such amount from the Cash Payment Amount as provided in Section 3.02(c)(i)), by wire transfer of immediately available funds to such account as Oncor shall have specified to SDTS at least 24 hours prior to Closing;
(ii) release letters or other evidence satisfactory to Oncor evidencing the release of Liens (other than Permitted Encumbrances) on the SDTS Assets;
(iii) a counterpart of the Fiber License Agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing (the “Fiber Sharing License”), dated as of the Closing Date, duly executed by SDTS; provided that such Fiber Sharing License shall be consistent in all material respects with terms set forth on Schedule 3.02(a)(iii) attached hereto;
(iv) a counterpart of the 345 kV Transmission Tower Design License Agreement, in the form attached as Exhibit E hereto (the “Transmission Tower Design License Agreement”), dated as of the Closing Date, duly executed by SDTS;
(v) a counterpart of a license agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing, which will evidence the right of SDTS to use, at no cost and for a perpetual term, the property used as of the date hereof for storage of a mobile station (the “Mobile Substation License Agreement”), dated as of the Closing Date, duly executed by SDTS;
(vi) a counterpart of a joint use agreement, as to which the parties will use commercially reasonable efforts to negotiate in a reasonable and customary form following the date of this Agreement, but prior to Closing, which sets forth the rights and obligations of SDTS and Oncor with respect to properties and assets upon which assets of both of the parties are located, including addressing each party’s access to applicable substations (to the extent not addressed by the Interconnection Agreement) and which party will be responsible for maintenance of applicable Easements (the “Joint Use Agreement”), dated as of the Closing Date, duly executed by SDTS;
(vii) a duly executed FIRPTA certification which complies with Section 1445 of the Code and Treasury Regulations ...
Closing Payments and Deliveries. (a) At the Effective Time, Priority shall pay, or cause to be paid, to each Founder an amount in cash equal to the amount specified on Annex III by wire transfer of immediately available funds in accordance with the wire instructions delivered by Founders pursuant to Section 2.04.
(b) At the Effective Time, each Founder shall deliver, or cause to be delivered, to Priority certificates representing the Acquired SPAC Interests held by such Founder duly endorsed in blank for transfer or accompanied by a stock power or other applicable instrument of transfer duly executed by such Founder in blank form or in favor of Priority.
Closing Payments and Deliveries. SDTS and SU shall have made, or caused to be made, each of the payments and delivered, or caused to be delivered, to Oncor each of the agreements, certificates and other documents required to be made or delivered by it at the Closing pursuant to Section 3.02(a) or (b), as applicable.
Closing Payments and Deliveries. Oncor shall have made, or caused to be made, each of the payments and delivered, or caused to be delivered, to SDTS each of the agreements, certificates and other documents required to be made or delivered by it to SDTS at the Closing pursuant to Section 3.02(c).
Closing Payments and Deliveries. Oncor shall have made, or caused to be made, each of the payments and delivered, or caused to be delivered, to SU each of the agreements, certificates and other documents required to be made or delivered by it to SU at the Closing pursuant to Section 3.02(d).
Closing Payments and Deliveries. At Closing, Buyers shall make all payments as provided in Section 2.4(b) and such deliveries as provided in Sections 2.3(b) and (c).
Closing Payments and Deliveries. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
(i) Borse Dubai shall deliver or cause to be delivered to Nasdaq the OMX Shares (A) acquired by the Bidder in or pursuant to the Bidder Offer, (B) acquired by the Option Holder pursuant to the Options or (C) otherwise owned by Borse Dubai or any Subsidiaries of Borse Dubai; and
(ii) Nasdaq shall (x) pay to Borse Dubai, by wire transfer of immediately available funds to a bank account or accounts designated in writing by Borse Dubai to Nasdaq at least two Business Days prior to the Closing Date, an amount in cash equal to SEK 12,582,952,392, as may be reduced pursuant to Section 2.01(c) (the “Cash Purchase Price”), (y) deliver or cause to be delivered to Borse Dubai the number of Nasdaq Shares representing 19.99% of the issued and outstanding Common Stock on a fully-diluted basis (which shall be calculated in accordance with the methodology set forth on Schedule 2.01(a)) after the issuance of all of the Nasdaq Shares, and (z) deposit or cause to be deposited in the Trust all remaining Nasdaq Shares not delivered to Borse Dubai pursuant to the preceding clause (y). If so directed by Borse Dubai upon written notice given at least 2 days prior to the Closing Date: (A) Nasdaq shall deliver all or part of the Cash Purchase Price and the Nasdaq Shares referred to in clause (y) of the preceding sentence to Subsidiaries of Borse Dubai and/or (B) the Nasdaq Shares to be deposited in the Trust pursuant to clause (z) of the preceding sentence shall instead be delivered to Borse Dubai or its Subsidiaries, which shall immediately thereafter deposit such Nasdaq Shares in the Trust.
(b) The foregoing Section 2.01(a) notwithstanding, the Parties hereby agree that the transfer of the OMX Shares from Borse Dubai and its Subsidiaries to Nasdaq may be implemented through one or more agreements reasonably acceptable to Nasdaq and causing Nasdaq to incur no additional liabilities or obligations (other than de minimis liabilities or obligations) (each a “Transfer Agreement”), which Transfer Agreements need not transfer the OMX Shares to Nasdaq for the same proportion of cash consideration and Nasdaq Shares.
Closing Payments and Deliveries. At the Closings, the Company shall: (i) pay to the appropriate creditors of the Company the Debt, as specified in payoff letters provided to Buyer, which payoff letters shall indicate the amount necessary to repay such creditors in full and that such creditors have agreed to release all Encumbrances in respect of such Debt upon receipt of the amounts indicated in such payoff letters and (ii) pay to the appropriate parties the Transaction Expenses, as specified in the Certificate of Closing Amounts; and the Buyer shall pay to each of the Shareholders an amount of cash equal to its Pro Rata Share of (x) the Closing Cash Consideration less (y) the amount of the Transaction Expenses, by wire transfer of immediately available funds to the accounts that have been designated by the Shareholders at least three (3) days prior to the Closings. In connection with the Closings, the Buyer (or an Affiliate of the Buyer) shall provide the Company with an advance of funds on a non-interest demand loan basis to make such payments of the Company as set out above and the Shareholders and the Company hereby instruct and direct Buyer to transfer such funds so as (i) to make the payments referenced in such payoff letters on the Closing Date to discharge the Debt covered thereby and (ii) to pay the Transaction Expenses in the amounts and to the parties specified in the Certificate of Closing Amounts.
