Closing Transaction. 6 2.4 Delivery of Purchase Price after the Closing........................................ 7 2.5 Closing Balance Sheet............................................................... 10 2.6 Post-Closing Adjustment of Purchase Price........................................... 11
Closing Transaction. At the Closing:
(a) ARP shall transfer to the Buyer the Membership Interests free and clear of any Encumbrances by delivering to Buyer certificates representing such Membership Interests or such other instruments necessary to transfer such Membership Interests to Buyer;
(b) Each of GG-GA and GG-TN shall deliver to the Buyer the Purchased Assets free and clear of any Encumbrances (other than Permitted Encumbrances) and shall deliver to the Buyer a xxxx of sale in the form of Exhibit C attached hereto (each, a “Xxxx of Sale”);
(c) Each of GG-GA and GG-TN and the Buyer shall enter into an assignment and assumption agreement in the form of Exhibit D attached hereto (the “Assignment and Assumption Agreement”);
(d) The Sellers shall deliver the certificates and other documents set forth in Sections 7.4, 7.5, 7.8, 7.9, 7.11, 7.13, 7.14, 7.19, 7.21, 7.22, 7.23 and 7.25;
(e) The Buyer shall pay the Closing Payment by wire transfer in immediately available funds to the account designated by the Sellers pursuant to Section 2.5;
(f) The Buyer shall deliver the certificates and other documents set forth in Sections 8.3, 8.4, and 8.6;
(g) The Buyer and Royal Ahold shall enter into the Intellectual Property and Agreement to be Bound; and
(h) The Buyer, Royal Ahold and Ahold USA shall enter into the Guaranty.
Closing Transaction. At the Closing, subject to the covenants, terms and conditions of this Agreement:
Closing Transaction. All stock transfers or encumbrances made hereunder shall be consummated through and delivery shall be made at the offices of the Corporation, and all instruments, documents and stock certificates required shall be signed or endorsed on or before the closing date and shall be delivered to the Corporation. The purchaser or lender, if other than the Corporation, shall deposit the purchase price or loan (or the initial payment, if there are deferred installments) with the Corporation on or before the closing date. When all parties have complied, the Corporation shall deliver at its principal office the purchase price or loan to the seller, an original or signed copy of all documents and instruments to all of the parties to the transaction, and certificates representing the stock transferred to the purchaser or lender according to the terms of any pledge or security agreement.
Closing Transaction. Subject to the conditions set forth in Sections 7.1 and 7.2, the Parties will consummate the following transactions (including the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities, the “Closing Transactions”) at the Closing:
(a) The Seller will deliver to the Buyer such bills of sale and other instruments of assignment as Buyer reasonably deems necessary in order to effect the transfer of the Purchased Assets to the Buyer, including, without limitation, the Xxxx of Sale and the Assignment and Assumption Agreement;
(b) The Buyer will deliver to the Seller one or more instruments as the Seller reasonably deems necessary in order to give effect to the assumption of the Assumed Contracts and the Assumed Liabilities by the Buyer, including, without limitation, the Assignment and Assumption Agreement;
(c) There will be delivered to the Buyer and the Seller, as applicable, the certificates and other documents and instruments required to be delivered to such Parties under Sections 7.1 and 7.2.
Closing Transaction. (a) On the terms and subject to the conditions set forth in this Agreement, the parties agree to consummate the following closing transactions on the Closing Date:
(i) Buyer will deliver the Purchase Price determined in accordance with Section 1.3 hereof;
(ii) Seller will convey all of the Purchased Assets to Buyer and will deliver to Buyer bills of sale and all other instruments of conveyance consistent herewith which are necessary of desirable to effect or evidence transfer of the Purchased Assets to Buyer, free and clear of all liens, claims, charges, interests and encumbrances, and such other instruments and documents as are required herein to be delivered by Seller to Buyer at the closing; and
(iii) Seller shall deliver to Buyer a certificate of Seller to the effect that Seller has provided or caused to be provided notice (the "Hearing Notice"), which Seller reasonably believes to be adequate, either by publication or mailing, of the hearing on confirmation of the Order (the "Hearing") to all persons entitled to receive such notice under the Bankruptcy Code and the Federal rules of Bankruptcy Procedures and to all other claimants against Seller or which Seller has actual knowledge.
(b) The closing of the transactions contemplated by this Agreement (the "Closing") will take place by an exchange of closing payments and documents, which may be in counterparts, on the date which is the later to occur of: (i) the 5th business day following entry by the Bankruptcy Court of the Order, (ii) the first day on which 4 there is no stay of such order in effect and (iii) the date on which all the conditions to closing set forth in Article 2 have been satisfied; or on such other date as the parties may mutually agree, but in no event on any date later than October 31, 1995. The date and time of the Closing is herein referred to as the "Closing Date".
Closing Transaction. 5 Code ............................................................... 5
Closing Transaction. At the Closing, the Seller Parties and the Buyer Parties will consummate the following transactions (collectively, the “Closing Transactions”): (i) the Seller Parties will deliver to the Buyer Parties and the Escrow Agent, as applicable, the various certificates, instruments, and documents referred to in Section 8.1 below, and (ii) the Buyer Parties will deliver to the Escrow Agent and the Seller Parties, as applicable, the Preliminary Purchase Price and the various certificates, instruments, and documents referred to in Section 8.2 below.
Closing Transaction. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) Seller (or its applicable Subsidiary) and Buyer shall consummate the Share Purchase in accordance with Section 2.01 and (b) immediately following the Share Purchase, (i) Seller shall cause ELIC and Buyer shall cause the Company to enter into the Reinsurance Agreement and the Trust Agreement, (ii) Seller and Buyer shall direct the Trustee to enter into the Trust Agreement, (iii) the Guarantor will enter into the Guarantee, (iv) Seller shall cause ELIC to transfer to the Trust Account, on behalf of the Company, free and clear of all Liens (other than Permitted Liens or Liens created under the Reinsurance Agreement or the Trust Agreement), the Transferred Assets, (v) Buyer shall or shall cause the Company to transfer to the Trust Account free and clear of all Liens (other than Permitted Liens or Liens created under the Reinsurance Agreement or the Trust Agreement), Investment Assets meeting the requirements of the Reinsurance Agreement that have an aggregate Fair Market Value (as defined in the Reinsurance Agreement) at least equal to the amount by which the Estimated Initial Required Balance exceeds the Estimated Initial Premium and (vi) the parties shall otherwise cause the transactions contemplated thereby to occur on the Closing Date to be consummated.
Closing Transaction. If Buyer or its Affiliates desire to exercise the Post-Closing Right of First Refusal, it shall give written notice (the “Notice of Exercise”) to that effect to the Post-Closing Selling Party within thirty (30) days after the Post-Closing Transfer Notice is delivered to Buyer. The Post-Closing Right of First Refusal shall be exercisable at the price and upon the payment and other terms set forth in the Post-Closing Transfer Notice, unless otherwise agreed to in writing by Buyer and the Post-Closing Selling Party.
