Closing Sequence. All proceedings to be taken and all documents to be executed and delivered by all parties thereto at the Closing will be deemed to have been taken and executed in the following sequence on the Closing Date; provided, that no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered:

Closing Sequence. (a) At or prior to Closing, the Vendors shall deliver the following documents to the Purchaser's Counsel, in each case in escrow, with written instructions that same be released to or at the direction of the Purchaser concurrently with the release of the items specified in Subsection 7.2(b) upon receipt of the Closing Amount pursuant to Section 2.3 and the Escrow Amount in accordance with Subsection 2.6(b)(i): (i) the Shareholder Register and the Excerpt; (ii) the Certificate of Non-Registration; (iii) executed assignment agreements in the forms attached hereto as Schedule 7.2(a)(iii) in respect of each of the Loan Agreements; (iv) a certificate with respect to the incumbency of the officers or managers, as applicable, of the Vendors; (v) a copy of the resolutions of the shareholders' meeting of the Company and of the board of managers of the Company, authorizing the transfer of the Shares and the GTEIH Company Loan Agreement pursuant to the terms of this Agreement, certified by a manager of the Company as true and correct, as of the Closing Date; (vi) a copy of the resolutions of the board of managers or directors of each Vendor, as applicable, authorizing the execution of this Agreement and the performance by each Vendor, as applicable, of its obligations hereunder, certified by a manager or director of each Vendor, as applicable, as true and correct, as of the Closing Date; and (vii) duly executed resignations and mutual releases, substantially in the form attached hereto as Schedule 7.2(a)(vii), duly executed prior to the Closing Date by Dxxxx Xxxxx and Axxxxx Coral in respect of their positions as managers of, and by the Company and Gran Tierra Brazco (Luxembourg) S.à r.x., together with resolutions of the shareholders of the Company and Gran Tierra Brazco (Luxembourg) S.à r.x., respectively, authorizing such releases. (b) At or prior to Closing, the Purchaser shall deliver the following documents to the Vendors' counsel, in escrow, with written instructions that same be released to or at the direction of the Vendors concurrently with the release of the items specified in Subsection 7.2(a) upon receipt by the Vendors of the Closing Amount pursuant to Section 2.3 and the Escrow Amount in accordance with Subsection 2.6(b)(i): (i) a certificate with respect to the incumbency of the officers of the Purchaser; and (ii) a copy of the resolutions of the board of directors of the Purchaser, authorizing the execution of this Agreement and the performance by th...

Closing Sequence. The following actions in the sequence set forth in this Section 3.02 shall be taken at the Closing. The actions set forth in this Section 3.02 shall occur sequentially but shall be deemed to occur simultaneously; provided, however, that none of the actions taken pursuant to this Section 3.02 shall be valid, completed or binding until all of the actions to be taken pursuant to this Section 3.02 have been completed. (a) The parties to the agreements set forth on Schedule 3.02(a) shall cause the cancellation and termination of, and release and discharge of duties, liabilities, covenants and obligations under and in connection with, those agreements in accordance with a deed of release, discharge, cancellation and termination substantially in the form of Exhibit A. (b) The parties to the agreements set forth on Schedule 3.02(b) shall execute and deliver a deed of partial release and discharge substantially in the form of Exhibit B in respect of each of those agreements. (c) The parties to the agreements set forth on Schedule 3.02(c) shall execute and deliver a supplemental deed substantially in the form of Exhibit C in respect of each of those agreements. (d) Drillpetro Shares, Techdrill Shares and Loan Interests (i) Drillpetro shall deliver to Buyer a stock certificate representing the Drillpetro Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (ii) Techdrill shall deliver to Buyer a stock certificate representing the Techdrill Shares duly endorsed to Buyer or accompanied by a stock power duly endorsed to Buyer. (iii) Drillpetro, Techdrill, Buyer and the Company shall execute and deliver a general assignment and assumption agreement relating to the Drillpetro Shares, Techdrill Shares and Loan Interests substantially in the form of Exhibit D. (iv) Drillpetro, Techdrill and Buyer shall execute any other instruments of transfer of title required to transfer to Buyer good and valid title to the Drillpetro Shares, Techdrill Shares and Loan Interests, free and clear of all Encumbrances; and (v) The Company shall cause the registration of the transfer of the Drillpetro Shares and Techdrill Shares in accordance with this Section 3.02(d) to be reflected in the share register of the Company.

Closing Sequence. The following actions in the sequence set forth in this Section 4.02 shall be taken at the Closing. The actions set forth in this Section 4.02 shall occur sequentially but shall be deemed to occur simultaneously; provided, however, that none of the actions taken pursuant to this Section 4.02 shall be valid, completed or binding until all of the actions to be taken pursuant to this Section 4.02 have been completed. (a) Buyer shall contribute or shall cause the contribution to the Company the funds required to cause the satisfaction and discharge of the Indenture (the "Indenture") dated November 1, 1999 by and among the Company, Buyer, Maritima and Wilmington Trust Company, as trustee (the "Trustee"). (b) The Company shall cause the satisfaction and discharge of the Indenture. (c) The Company shall deliver to Maritima the Letter of Credit No. S173431 issued by HSBC Bank USA (formerly Republic National Bank of New York) on November 1, 1999 in favor of the Trustee. (d) The Company shall make a distribution to each Shareholder of one Amethyst II Share for each Share held by that Shareholder, so that Amethyst II Shares are distributed to the Shareholders as follows: (i) 5,088 of those Amethyst II Shares to Drillpetro; (ii) 2,775 of those Amethyst II Shares to Westville; (iii) 1,387 of those Amethyst II Shares to Techdrill; (iv) 1,100 of those Amethyst II Shares to Fund VIII; and (v) 150 of those Amethyst II Shares to Fund VII. In order to effectuate the foregoing distribution: (i) the Company shall deliver to each Shareholder a stock certificate representing the Amethyst II Shares distributed to that Shareholder duly endorsed to that Shareholder or accompanied by a stock power duly endorsed to that Shareholder; (ii) the Company, each Shareholder and Amethyst II shall execute and deliver any instruments of transfer of title required to transfer to that Shareholder good and valid title to the Amethyst II Shares distributed to that Shareholder; and (iii) Amethyst II shall cause the registration of the distribution of the Amethyst II Shares in accordance with this Section 4.02(d) to be reflected in the share register of Amethyst II. (i) The parties to the agreements set forth on Schedule 4.02(e) shall cause the cancellation and termination of, and release and discharge of duties, liabilities, covenants and obligations under and in connection with, those agreements in accordance with a deed of release, discharge, cancellation and termination substantially in the form...

Closing Sequence. All payments and other actions under this Section 1.5, and all documents to be executed and delivered by the parties pursuant to this Section 1.5, shall be deemed to have been made, taken, executed and delivered simultaneously.

Closing Sequence. On the Closing Date, Closing shall take place in the following sequence (the “Closing Sequence”): (a) First, the Purchaser shall pay: (i) the Company Obligations Amount to the Company; and (ii) the Cash Consideration to the Proposal Trustee, to be held in escrow, and the entire Subscription Price shall be dealt with in accordance with this Closing Sequence; (b) Second, the Company shall transfer to and cause ResidualCo to assume the Excluded Assets, the Excluded Contracts, and the Excluded Liabilities, and all Claims and Encumbrances, other than the Permitted Encumbrances, shall be Discharged from and against the Company, all in accordance with the Approval and Reverse Vesting Order; (c) Third, all of the Company’s right title and interest in and to the Excluded Liabilities, all Claims and Encumbrances (but specifically excluding the Retained Liabilities and Permitted Encumbrances), shall be channeled to, assumed by and vest absolutely and exclusively in ResidualCo and: (i) such Excluded Liabilities, Claims, and Encumbrances shall continue to attach to the Excluded Assets, the Excluded Contracts, and all other property and assets of ResidualCo, with the same nature and priority as they had immediately prior to the Closing Date; (ii) such Excluded Liabilities, Excluded Contracts, Claims, and Encumbrances shall be transferred to and assumed by ResidualCo in consideration for the Cash Consideration (as and in the manner contemplated by this Section 5.2), such that the Excluded Liabilities, Excluded Contracts, and all Claims and Encumbrances (other than the Retained Liabilities and Permitted Encumbrances) shall become obligations of ResidualCo, which shall be deemed to have been party to the Contracts giving rise thereto and which shall stand in place and stead of the Company in respect of all such Liabilities or obligations, all of which shall no longer be Liabilities or obligations of the Company, and the Company shall be and is hereby forever released and discharged from such Excluded Liabilities, Excluded Contracts, Claims and Encumbrances (other than the Retained Liabilities and Permitted Encumbrances); (d) Fourth, all Existing Equity Interests shall be surrendered and cancelled and shall be of no further force or effect, and the obligations of the Company thereunder or in any way related thereto shall be satisfied and discharged, with no compensation or participation being provided or payable therefor, or in connection therewith, and any and all agreemen...

Related to Closing Sequence

Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.
CLOSING AND CLOSING DATE 3.1 The Closing Date shall be December 10, 2004, or such later date as the parties may agree to in writing. All acts necessary to consummation the Reorganization (the "Closing") shall be deemed to take place simultaneously as of 5:00 p.m. (Eastern time) on the Closing Date unless otherwise provided. The Closing shall be held at the offices of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, 00 Xxxxx Strexx, Boston, Xxxxxxxxxxxxx, xx xx xxxx xxxxx xxxxe as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & Xx. (the "Acxxxxxxx Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that: (a) the Acquired Assets have been delivered in proper form to the Acquiring Fund on the Closing Date, and (b) all necessary transfer taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment has been made in conjunction with the delivery of portfolio securities as part of the Acquired Assets. 3.4 If on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere is disrupted so that accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund pursuant to Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.
Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).
Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:
Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2
Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.
Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.
Closing Dates Each Closing of the purchase of Convertible Debentures by the Buyers shall occur at the offices Yorkville Advisors Global, LP, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000. The date and time of each Closing shall be as follows: (i) the First Closing shall be 10:00 a.m., New York time, on the first Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “First Closing Date”), (ii) the Second Closing shall be 10:00 a.m., New York time, by the third Business Day after the date on which the Registration Statement is filed by the Company with the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Second Closing Date”), and (iii) the Third Closing shall be 10:00 a.m., New York time, by the third Business Day after the Registration Statement is first declared effective by the SEC, provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) (the “Third Closing Date” and collectively referred to as the “Closing Dates”). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.
Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.
Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

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