Contemporaneous Deliveries Sample Clauses

Contemporaneous Deliveries. Contemporaneously with the execution and delivery of this Agreement: (i) the Purchaser is executing and delivering to the Company, for transmittal to Xxxx Capital, the Lock-Up Agreement; (ii) the Purchaser and the Company are executing and delivering the RRA with respect to the Shares; and (iii) the Purchaser, Xxxx Capital and California Bank & Trust, as escrow holder, are executing and delivering the Escrow Agreement.
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Contemporaneous Deliveries. 14 Section 5.2 Additional Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 5.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 5.4 Repurchase of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 5.5 Accounts Receivable True Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 5.6 Inventory True Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 5.7 Accounts Receivable and Inventory Indemnity . . . . . . . . . . . . . . . . . . . . . . . . 18 PAGE ---- Section 5.8 Allocation and Proration of Certain Items . . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE 6.
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Contemporaneous Deliveries. (a) Contemporaneously with the execution and delivery of this Agreement, the Parties have, and have caused their respective Subsidiaries to, execute and deliver the following Operative Agreements to which each such Party or Subsidiary is a party: (i) Services Agreements; (ii) Supply Agreement; (iii) License Agreement; (iv) Operating Agreement; (v) Employee Matters Agreement; (vi) Contribution Agreements; and
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Contemporaneous Deliveries. Contemporaneously with its execution and delivery of this Agreement, the Member and the Agency shall each deliver to the other Party such certificates, legal opinions and other documents as shall be reasonably requested by either Party.
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Contemporaneous Deliveries. Contemporaneously with the execution and delivery of this Agreement, the Company and each Guarantor shall: (a) Execute and deliver the Supplement and cause all other parties thereto (including, but not limited to, the Trustee and the Collateral Agent, as applicable) to execute and deliver the Supplement; (b) Deliver to the Holder a certificate, duly executed by an executive officer of the Company, to the effect that the Company and the Guarantors have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the date hereof, including any conditions required to be satisfied under the Existing 2028 Notes Indenture for the Supplement to be adopted and effective as of the date of this Agreement and as of the Settlement Date; and (c) Cause to be delivered to the Holder customary legal opinions from Xxxxxx & Xxxxxxx LLP, as counsel to the Company, and Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, as counsel to the Company.
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Related to Contemporaneous Deliveries

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Simultaneous Closing The Formation Transactions shall close simultaneously with the closing of the IPO and the receipt of the net proceeds of the IPO by the Company (the “Closing”). The date on which the Formation Transactions close shall be the “Closing Date.”

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Simultaneous Adjustments In the event that this Article 11 requires adjustments to the Conversion Rate under more than one of Sections 11.06(4), 11.07 or 11.08, and the record dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying, first, the provisions of Section 11.06, second, the provisions of Section 11.08 and, third, the provisions of Section 11.07.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

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