Closing Procedures and Deliveries. (a) In order to satisfy the parties' desire to account for the Share Purchase on the Effective Date, in the event the Closing Date occurs prior to the Effective Date, the parties hereby agree to enter into a closing escrow agreement (the "Sellers' Closing Escrow Agreement") with Seiller Waterman LLC (the "Sellers' Closing Escrow Agent") and a xxxxxxg escrow agreement (the "Buyer's Closing Escrow Agreement," and together with the Sellers' Closing Escrow Agreement, collectively referred to as the "Closing Escrow Agreements") with Phillips Nizer LLP ("Buyer's Closing Escrow Agent") in the foxxx xxxxxxxx xxreto as Exhibit 2.06(a)(i) and Exhibit 2.06(a)(ii), respectively, to enable ------------------- ------------------- the Share Purchase to become automatically effective on the Effective Date solely through the passage of time, unless this Agreement is terminated prior to the Effective Date in accordance with Section 10.01 hereof. Buyer shall deposit with the Sellers' Closing Escrow Agent (i) $900,000 of the cash portion of the Purchase Price and (ii) the Orbit Shares, in accordance with the Sellers' Closing Escrow Agreement. Buyer shall deposit with Buyer's Closing Escrow Agent (i) $4,500,000 of the cash portion of the Purchase Price, (ii) the payoff balance on the existing Lines of Credit of ICS with the First Capital Bank of Kentucky, and (iii) executed copies of this Agreement and all Ancillary Documents delivered at the Closing, in accordance with Buyer's Closing Escrow Agreement. ICS and each Seller shall also deposit with Buyer's Closing Escrow Agent executed copies of this Agreement and all Ancillary Documents delivered at the Closing, in accordance with Buyer's Closing Escrow Agreement. Buyer shall deposit $150,000 of the cash portion of the Purchase Price with the Indemnity Escrow Agent in accordance with the Indemnity Escrow Agreement as discussed in Section 2.06(d) below. (b)
Closing Procedures and Deliveries. (a) At the Closing, Seller Parties shall deliver, or shall cause to be delivered, to Buyer Parties, the following:
Closing Procedures and Deliveries. (a) TRANSFER AND DELIVERY OF SHARES AND SURRENDER OF PROMISSORY NOTES. To effect the sale and transfer of the Shares, each of the Sellers shall transfer and deliver to Purchaser (or its nominee(s)) share certificates representing the Shares, free and clear of any Liens of any nature whatsoever, duly endorsed in blank for transfer, or accompanied by irrevocable stock powers duly executed in blank, in either case by the holders of record of such Shares. The Sellers shall take such actions as may be necessary to cause the transfer of such Shares to be registered upon the books of the Company and to enter Purchaser or its nominee(s) as the holder of the Shares and to issue one or more share certificates to Purchaser or its nominee(s) representing the Shares. The respective Sellers shall surrender to the Company for cancellation the promissory notes referred to in SECTION 1.02(a).
Closing Procedures and Deliveries. Subject to the satisfaction or waiver by the relevant Party of the conditions of closing set forth in Article 6, at the Closing:
Closing Procedures and Deliveries. (a) Transfer and Delivery of Seller’s Assets and Assumption of Seller’s Liabilities. To affect the sale and transfer of Seller’s Assets and the assumption of Seller’s Liabilities at the Closing as contemplated by this Agreement, Seller and Buyer shall execute and deliver a Xxxx of Sale and Assumption Agreement in the form attached hereto Exhibit 2.04(a).
Closing Procedures and Deliveries. The following actions will be taken and the following events will occur in connection with the Closing; provided, that in the event the Closing is taking place after a Buyer Closing Breach, the Closing deliveries of the documents, instruments and other property, deposited in Escrow by the parties will be revised to the extent necessary to conform to the applicable provisions of Section 9.2(b). Where applicable, the Agent, in accordance with the Agent Agreement, and the Attorney-in-Fact, in accordance with the applicable power-of-attorney referenced herein, will complete (including by completing any blanks contained therein) and/or execute and deliver the applicable Escrowed Documents that are intended to become effective for the Closing and take such other actions as may be authorized under the Agent Agreement or in the powers-of-attorney, as applicable, in connection with the Closing. PSC and HCL acknowledge and agree that the completion of the transfer of the HCL Company Shares to PSI, in the event that PSC is the Buyer, and the transfer of 50% of the Mauritius Shares to HCL Bermuda and the remaining 50% of the HPS Mauritius Shares to HCL, in the event that HCL is the Buyer, must be completed by midnight GMT on December 31, 2003. Without limiting the foregoing, and by way of example, in the event that HCL is the Buyer, if the Agent completes the transfer of 50% of the Mauritius Shares to HCL Bermuda by midnight GMT on December 31, 2003, but is thereafter unable to complete the transfer of the remaining 50% of the HPS Mauritius Shares to HCL by no later than midnight GMT on December 31, 2003, then this Agreement shall terminate in accordance with Section 9.1(g) and any steps previously taken in respect of Closing under Section 2.3 shall be void and deemed never to have occurred. At the Closing:
Closing Procedures and Deliveries
