Deliveries and Actions at Closing. (a) At or prior to the Closing, the SPAC shall deliver, or shall cause to be delivered, the following to the Company:
(i) the SPAC Bring-Down Certificate;
(ii) the Certificate of Merger, duly executed by Mxxxxx Sub, which shall have been filed in accordance with Section 2.1(b);
(iii) the SPAC A&R CxX, duly executed by the SPAC, which shall have been filed with the Secretary of State of the State of Delaware, and the SPAC A&R Bylaws, which shall have been duly adopted by the SPAC Board;
(iv) a copy of the Registration Rights Agreement, duly executed by the SPAC and the stockholders of the SPAC party thereto;
(v) invoices or other written evidence reflecting all Unpaid SPAC Expenses;
(vi) certificates of the Secretary of State of the State of Delaware, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to the good standing and non-delinquent Tax status of each of the SPAC and Merger Sub;
(vii) written resignations of all of the directors and officers of the SPAC (other than those set forth on Exhibit G);
(viii) and to the Trustee, the documents, opinions and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination;
(ix) a certificate, dated as of the Closing Date, signed by the Secretary of the SPAC, certifying as to (A) the SPAC’s and Merger Subs’ respective Governing Documents and the incumbency of their respective officers executing this Agreement and each Ancillary Agreement to which the SPAC or Merger Sub, as applicable, is a party and (B) the resolutions of (I) the SPAC Board authorizing the execution, delivery and performance by the SPAC of this Agreement and each Ancillary Agreement to which it is or will be a party, and (II) the board of directors of Merger Sub authorizing the execution, delivery and performance by Mxxxxx Sub of this Agreement and each Ancillary Agreement to which it is or will be a party;
(x) a certification from the SPAC complying with the provisions of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3);
(xi) a copy of the Director Designation Agreement, duly executed by the SPAC; and
(xii) (A) joinders (in form and substance previously filed with the SEC) to that certain letter agreement, dated as of January 19, 2022, from all Persons (other than the SPAC and the Sponsor) party to any Non-Redemption Agreement and Assignment of Economic Interest (or any similar Contract) entered into by the SPAC an...
Deliveries and Actions at Closing. Closing shall take place on the Closing Date at the registered office of the Company. At Closing:
(a) the Seller shall execute, duly stamped share transfer forms pertaining to the Sale Shares and the Seller shall deliver the original share certificates representing the Sale Shares along with the duly executed and stamped share transfer forms to the Company;
(b) the Purchaser shall remit the Purchase Consideration to the bank account of the Seller in accordance with the remittance instructions provided by the Seller pursuant to Clause 2.2; and
(c) the Company shall hold a meeting of its board of directors, at which meeting the board shall record the transfer of the Sale Shares from the Seller to the Purchaser and the Company shall incorporate the name of the Purchaser as the holder of the Sale Shares in the Company’s register of members.
Deliveries and Actions at Closing. At or prior to the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
Deliveries and Actions at Closing. In addition to any other action to be taken and to any other instrument to be executed and/or delivered pursuant to this Agreement, at the Closing:
(a) HD Varese will:
(i) deliver, and/or cause to be delivered, to the Buyer the certificates representing the MV Agusta Shares, duly endorsed in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV Agusta Shares and to properly register the Buyer in the shareholders’ ledger of MV Agusta;
(ii) cause all of the directors of MV Agusta other than Xx. Xxxxxxxxxxx, the Chairman of the board of Cagiva Motor Suisse, SA, and the Chairman of the board of CRC S.A. to resign from office as of the Closing Date, at no cost for the Buyer and/or MV Agusta or the relevant Subsidiary;
(iii) use its best efforts to cause the (effective and alternate) members of the board of statutory auditors of MV Agusta to resign from office as of the Closing Date;
(b) HD Motor will:
(i) deliver, and/or cause to be delivered, to the Buyer appropriate documentation in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV USA Interest and to properly register the Buyer in the shareholders’ ledger of MV USA;
(ii) cause all of the directors of MV USA to resign from office as of the Closing Date at no cost for the Buyer and/or MV USA;
(c) HD will:
(i) execute and deliver to the Buyer the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i);
(ii) deliver the additional documents as to the Receivable copy of which is attached as Schedule 4.2(c)(ii), these being the only documents in possession of HD as to the Receivable, also for the purposes of Article 1262 of the Code;
(d) the Buyer will:
(i) pay, and/or cause to be paid, to HD Varese the MV Agusta Price;
(ii) pay, and/or cause to be paid, to HD Motor the MV USA Price;
(iii) pay, and/or cause to be paid, to HD the Receivable Price;
(iv) execute and deliver to HD the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i);
(v) deliver to the directors who will have resigned in accordance with Paragraphs 4.2(a)(ii) and 4.2(b)(ii) and (if appropriate) the statutory auditors who will have resigned in accordance with Paragraph 4.2(a)(iii), a keep harmless letter in the form of the letter attached as Schedule 4.2(d)(v);
Deliveries and Actions at Closing. (a) At the Closing, the Contributor Parties shall deliver, or shall cause to be delivered, the following to Acquiror:
Deliveries and Actions at Closing. (a) At the Closing, NRGY shall deliver, or shall cause to be delivered, to Holdings GP a counterpart of an assignment (the “Assignment of Interests”), evidencing the assignment, transfer and delivery to Holdings GP of the MGP GP Interests, duly executed by NRGY.
(b) At the Closing, Holdings GP shall deliver, or shall cause to be delivered, to NRGY (i) a counterpart of the Assignment of Interests duly executed by Holdings GP; and (ii) the Purchase Price.
Deliveries and Actions at Closing. (a) At Closing, the Real Property Seller shall terminate the Lease and deliver possession of the Real Property to the Purchaser. The Real Property Seller shall also deliver the following at Closing, which, if a document, shall be duly executed and in recordable form if intended to be recorded:
(1) A Warranty deed conveying fee simple title to the Real Property, free and clear of all liens, restrictions and encumbrances except the Permitted Exceptions (the “Warranty Deed”). The Warranty Deed shall be in the form attached hereto as Exhibit B.
(2) Such documents as are reasonably required by the Title Company as a condition to insuring title to the Real Property without exceptions, other than the Permitted Exceptions, including the Real Property Seller's affidavit that no improvements, additions, alterations or repairs whatsoever have been made to the Real Property by the Real Property Seller within the last ninety-five (95) days immediately preceding Closing, or if there have been any such improvements, additions, alterations or repairs that the providers thereof have been paid in full. Provided, however, that if any such improvements, additions, alterations or repairs have been made with Purchaser’s prior agreement to pay for the same (the “Purchaser Improvements”) and Purchaser has not paid for the Purchaser Improvements at or before Closing, the Purchaser shall pay for the same at Closing and if Purchaser does not so pay for the same at Closing the inability of the Real Property Seller to provide such affidavit as to the Purchaser Improvements shall not be a default of the Real Property Seller under this Agreement and the failure of the Title Company to issue insurance as a result of such failure of Purchaser shall not be a condition precedent which will otherwise excuse Purchaser from its obligation to purchase the Real Property at Closing.
(3) The Real Property Seller's certificate that the Real Property Seller's representations and warranties set forth herein are true and correct as of Closing.
(4) An affidavit that the Real Property Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended.
(5) The Real Property Seller's affidavit establishing that no amounts are required to be withheld at the Closing for Georgia income taxes (and in the event such affidavit is not provided, the Real Property Seller authorizes the closing agent or attorney to withhold any applicable amounts from the Real Prop...
Deliveries and Actions at Closing. At the Closing the Parties shall deliver the following documents, instruments and agreements, and shall take the following described actions, all of which shall be deemed part of a single transaction. No part of the described deliveries and actions shall occur unless all shall occur.
Deliveries and Actions at Closing. At the Closing (a) the Seller Parties will deliver or cause to be delivered to the Buyer Parties, and the Buyer Parties will deliver or cause to be delivered to the Seller Parties, the various certificates, instruments and documents required to be delivered pursuant to Article X, (b) the Seller Parties shall take or cause to be taken the actions required to be taken by the Seller Parties pursuant to Article X and (c) the Buyer Parties shall take or cause to be taken the actions required to be taken by the Buyer Parties pursuant to Article X.
Deliveries and Actions at Closing. 34 9. TERMINATION..........................................................36
