Consummation of Purchase. Each of the following shall have occurred:
(a) The Agent shall have received a complete and correct copy of each of the Asset Purchase Agreement, the Supply Agreement, and the License Agreement, in each case including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith, and all such documentation shall be satisfactory to the Agent; provided that the Agent agrees that the executed versions of each of the Asset Purchase Agreement, the Supply Agreement, and the License Agreement (together with all exhibits and schedules thereto) in the form delivered to it on July 9, 2012, is satisfactory to it.
(b) The Asset Purchase and the other transactions contemplated by the Asset Purchase Documents shall have been, or simultaneously with the making of the Initial Loan hereunder shall be, consummated in accordance with applicable law and on the terms described in the Asset Purchase Documents, without material waiver or amendment thereof (or consent thereunder) unless consented to by the Agent (it being understood and agreed that any increase or decrease in the Purchase Price of more than 10% shall be deemed a material amendment).
Consummation of Purchase. The purchase of the Purchased Interest shall occur on a date selected by the Non-Defaulting Parties, which date shall be not later than ten (10) Business Days after written notice by the Administrative Agent to the Defaulting Lender of the exercise of the option to purchase by the Non-Defaulting Parties. The purchase price paid by the Non-Defaulting Parties to the Defaulting Lender pursuant to the preceding provisions of this Section 10 shall be paid on such date in immediately available funds, and concurrently therewith the Defaulting Lender shall execute and deliver to the Non-Defaulting Parties documents reasonably satisfactory to the Non-Defaulting Parties, assigning to the Non-Defaulting Parties the Defaulting Lender’s Purchased Interest, without covenant or warranty, express or implied, except that the Defaulting Lender shall warrant its ownership of the Purchased Interest, the amount of indebtedness outstanding thereunder, and its authority and capacity to execute and deliver such documents. Also concurrently therewith, the Non-Defaulting Parties shall execute and deliver to the Defaulting Lender documents reasonably satisfactory to the Defaulting Lender, assuming the Purchased Interest and releasing and holding harmless the Defaulting Lender from all liability, damages, costs and expenses with respect to the making of the Loan arising in connection with events or circumstances occurring after the date of such purchase and sale. To the extent a Non-Defaulting Lender acquires all or any portion of a Purchased Interest, such Non-Defaulting Lender’s Proportionate Share shall thereafter be increased to include such portion of such Purchased Interest so acquired. Nothing contained in this Section 10.4 shall preclude the Non-Defaulting Parties from exercising any or all rights and remedies that such Non-Defaulting Parties may have, as set forth herein or otherwise, with respect to or against any Defaulting Lender.
Consummation of Purchase. Any purchase pursuant to Section 6.1 or Section 6.2 above shall occur on a date selected by Lead Lender as specified in its notice as required thereby. The applicable Purchase Price shall be paid on such date in immediately available funds and, concurrently therewith, Participant shall execute and deliver to Lead Lender documents assigning its pro rata share to the other Lender. Each Lender agrees to be responsible for any expenses incurred by or on behalf of it, including, without limitation, legal fees and recording costs, in connection with the aforesaid purchase.
Consummation of Purchase. The Lessor’s security interests in and to the Equipment identified in a particular Lease and in the related Acquisition Fund will be terminated and released in conjunction with the Lessor’s receipt of the full Purchase Price or the final Rental Payment due under such Lease unless an Event of Default shall have occurred and be continuing as of such date. On such date, the Lessor shall deliver to the Lessee and the Sub-Lessee such deeds, releases, termination statements, bills of sale and other documents and instruments as the Lessee and Sub-Lessee shall reasonably require to evidence the transfer of all right, title and interest of the Lessor in and to such Equipment to the Sub-Lessee free and clear of all liens and encumbrances created by or arising, directly or indirectly, through the Lessor.
Consummation of Purchase. Upon receipt by the Trustee of a Purchase Notice, the Holder of the Subordinate Secured Notes in respect of which such Purchase Notice was given shall (unless such Purchase Notice is withdrawn in accordance with Section 6.6) thereafter be entitled to receive solely the Qualifying Change of Control Purchase Price. The Qualifying Change of Control Purchase Price shall be paid to such Holder on the Qualifying Change of Control Purchase Date (provided the conditions in Section 6.4 have been satisfied).
Consummation of Purchase. On the Closing Date, the Purchaser will transfer the Purchase Price to the following bank account of the Trustee, and such transfer shall consummate the sale of the Shares from the Sellers to the Purchaser: Account No. 247462 in the name of K. H. Trustees Ltd. (for LOGAL Shareholders) at Bank Hapoalim, Branch No. 781 (Montefiore Branch), 39 Montefiore St., Tel-Aviv, Israel. As soon as practicable following thx Xxxxxxx (xxxxxxxxx xxxxxxx xx xxx Trustee of the full payment of the Purchase Price), the Trustee shall (i) transfer to each Seller its portion of the Purchase Price, and (ii) deliver the deeds of transfer of shares covering all of each Seller's Shares and the certificates representing said Shares to the Company for cancellation and replacement, so that 74% of the Shares will be registered and evidenced by a share certificate in the name of the Purchaser and delivered to the Purchaser and 26% of the Shares will be registered and evidenced by a share certificate in the name of the Trustee and delivered to the Trustee (the "Escrow Shares"). In the event that the Closing does not occur with respect to any Seller's Shares, all deeds of transfer of shares and certificates shall be returned by the Trustee to each Seller respectively, and no Seller shall receive any portion of the Purchase Price for any of the Shares, unless all Sellers and the Purchaser shall jointly instruct the Trustee otherwise.
Consummation of Purchase. Upon the consummation of a purchase and sale pursuant to Section 4.01, (a) CB&I or its assignee will deliver to PDM the aggregate purchase price of the Shares subject to the Call Notice in immediately available funds and (b) PDM will by deed Transfer to CB&I or its assignee such Shares free and clear of all Liens against payment, and will surrender to CB&I the legended certificates evidencing such Shares (and such Transfer will be entered in the U.S. part of the CB&I shareholders register).
Consummation of Purchase. Section 11.01. Consummation of Purchase 13 Section 11.02. No Optional Prepayment. 13 Section 12.01. Acknowledgement of Trust 13 Section 12.02. Assignment and Leasing by the Purchaser 13 Section 12.03. Release and Indemnification 13
Consummation of Purchase. (i) The purchase price payable by either the Company or its designees as permitted by Section 2.2(b) or a non-selling Stockholder or their respective Affiliates (collectively, the "Purchasing Stockholder") to Seller shall be paid as set forth in the Bona Fide Purchaser's offer (except that no payment need be made until at least 15 days subsequent to the completion of the procedure described in Section 2.2(b), if applicable) and Seller's Stock shall be transferred as provided in such written offer.
(ii) At the closing of the purchase and sale of Seller's Stock pursuant to Section 2.2(b), (A) each Purchasing Stockholder shall deliver to Seller any and all consideration required pursuant to the terms of the Bona Fide Purchaser's offer and (B) Seller shall deliver to each such Purchasing Stockholder a stock certificate or stock certificates evidencing such Seller's Stock together with appropriate instruments of assignment duly executed in a proper form to effect the transfer of such Stock from Seller to each such Purchasing Stockholder on the books and records of the Company.
Consummation of Purchase. If TerraForm does exercise the Elective Call Option, then from and after receipt by SunEdison of the written notice from TerraForm of such election, SunEdison shall permit TerraForm, at TerraForm’s expense, to make all determinations and communicate with Invenergy with respect to the matters associated with the implementation of the Call Option pursuant to the terms and conditions of the Invenergy Option Agreements, including with respect to the determination of the Call Option Price, the selection of the appraiser, and the closing of the Call Option under the Invenergy Option Agreement. If permitted, TerraForm or one or more of TerraForm’s designees will acquire the Invenergy Units directly from Invenergy, but if such direct purchase is not permitted, SunEdison and TerraForm shall take such steps as are necessary to cause TerraForm or the relevant TerraForm designees to acquire the Invenergy Units from SunEdison immediately after SunEdison acquires such units from Invenergy, pursuant to agreements necessary or appropriate to fully implement such arrangement. In connection therewith, the Parties shall cooperate to obtain all necessary governmental approvals, including with respect to federal energy regulatory and antitrust filings and approvals.
