Conduct of Closing. (a) At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Purchaser:
Conduct of Closing. 5 1.7 Net Working Capital Determination.......................................... 6 1.8 Cash and Cash Equivalents Determination.................................... 8 1.9
Conduct of Closing. (a) At or prior to the Closing, Executive shall deliver to Purchaser:
Conduct of Closing. Subject to the fulfillment of all of the conditions set forth in paragraph 7 of this Agreement and the delivery of all certificates required thereby, except such conditions as may be waived by the parties in writing pursuant to paragraph 8(b) of this Agreement, on the Closing Date:
Conduct of Closing. 48 12.3. Certain Closing Costs; Prorations; Post-Closing Adjustments............................................. 49 ARTICLE 13 - CONDUCT OF SELLER AND BUYER AFTER CLOSING.......... 51
Conduct of Closing. At the Closing, Chelsea and RHSI shall execute and deliver assignments of the Partnership Interests to UPC; UPC shall execute and deliver the Security Agreement and Financing Statement; Chelsea, RHSI and UPC shall execute the agreement embodying the terms set forth in Exhibit A. Chelsea, RHSI and UPC shall also execute and deliver such other documents and take such other actions as are necessary or desirable in the reasonable opinion of their respective counsel to carry out the Acquisition and the provisions of this Agreement.
Conduct of Closing. 25 ARTICLE 8 - CONDUCT OF THE PARTIES AFTER CLOSING..... 26 ARTICLE 9 - SURVIVAL OF REPRESENTATIONS, WARRANTIES, GUARANTEES, AND COVENANTS................ 27
Conduct of Closing. 7.2.1 Subject to the fulfillment of all of the conditions set forth in Sections 6.1 and 7.2.2 and the delivery of all certificates and opinions required thereby, except such conditions as may be waived by the parties, on the Closing Date CCA shall deliver share certificates to each of the Subscribers (or the authorized representative of a Subscriber) representing that number of shares of the common stock of CCA to which each Subscriber is entitled, in accordance with Schedule 2.3.
Conduct of Closing. (a) At Closing, (i) Parent will deliver to Sellers Representative the various certificates, instruments, and documents referred to in Section 8.2, (ii) Sellers Representative will deliver to Parent the various certificates, instruments, and documents referred to in Section 8.1, (iii) Parent will cause to be delivered to Sellers Representative, on behalf of and for the benefit of Shareholders, the Merger Consideration specified in Section 2.2 as provided in Section 2.8(b) (exclusive of the Alpha Shares deposited with the Escrow Agent pursuant to the Escrow Agreement) with the Cash Consideration being delivered by wire transfer of immediately available funds in accordance with instructions provided by Seller Representative, (iv) each Seller will deliver to Escrow Agent five stock powers duly executed in blank (with any required signature guarantees) to facilitate any disbursements and distributions of the Escrow Amount required pursuant to the terms of the Escrow Agreement, (v) Parent, at the direction of Sellers Representative, which direction is hereby irrevocably given, will cause the Escrow Amount to be delivered to the Escrow Agent to hold pursuant to the Escrow Agreement, (vi) Sellers Representative will deliver to Parent a certified copy of the Organizational Documents of, and a certificate of good standing, with respect to the Company issued by the Secretary of State of West Virginia as of a date not more than five days prior to the Closing Date, (vii) Parent will cause to be delivered to Sellers Representative a certified copy of Alpha’s Organizational Documents and a certificate of good standing, existence or similar document with respect to Alpha, Parent and Merger Sub, in each case issued by the appropriate Governmental Authority of the jurisdiction of formation as of a date not more than five days prior to the Closing Date, (viii) Sellers Representative will deliver the written resignations of each officer and director of the Company such resignations to be effective as of the Effective Time, and (ix) each Shareholder will deliver such other certificates, instruments of conveyance and documents as may be reasonably requested by Alpha, Parent or Merger Sub prior to the Closing Date to consummate the transactions contemplated by this Agreement.
Conduct of Closing. At the Closing, the Title Company, upon confirming that all funds, documents and other items required by Sections 3.6 – 3.10 of this Agreement have been deposited into escrow, shall: (i) disburse the remaining Purchase Price in accordance with the settlement sheets approved and executed by the parties; (ii) record the special warranty deed in the office of the Clerk and Recorder for Xxxxxxx County, Colorado; (iii) deliver the original bills of sale, assignments, tenant letters, documents and keys to Buyer; (iv) file the appropriate reporting documents in accordance with Section 3.12 of this Agreement; and (v) deliver copies of the executed Closing documents to each of the parties.
