Deliveries and Closing Actions Sample Clauses

Deliveries and Closing Actions. At the Closing: (A) Seller Representative shall deliver to Buyer: (1) a duly executed certificate from an authorized Person of each of the Sellers, in the form attached hereto as Exhibit B, dated as of the Closing Date, certifying that the conditions set forth in Section 2.6(b)(i) and Section 2.6(b)(ii) have been satisfied, as applicable; (2) a true and complete copy of the resolutions of the board of managers of Hillstone Parent, certified by an authorized Person of Hillstone Parent, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by Hillstone Parent of its obligations hereunder and thereunder; and (3) a true and complete copy of the resolutions of the board of managers or other governing body of each of the Selling Blocker Equityholders, certified by an authorized officer of such Selling Blocker Equityholder, approving and authorizing the execution and delivery of this Agreement and the Transactions Documents to which it is a party, including the performance by such Person of its obligations hereunder and thereunder; (B) Seller Representative shall deliver to Buyer a counterpart to that certain assignment by and between Buyer and Sellers attached hereto as Exhibit C (the “Purchased Equity Assignment”) pursuant to which Sellers shall assign to Buyer the Purchased Equity at the Closing, duly executed by Seller Representative; (C) Seller Representative shall deliver to Buyer (1) that certain assignment and assumption agreement by and between HEP ShaleApps and the Company attached hereto as Exhibit D-1 (the “Hillstone Asset Assignment”) pursuant to which HEP ShaleApps shall assign to the Company the Hillstone Assigned Assets, duly executed by HEP ShaleApps and the Company and (2) that certain intellectual property assignment and assumption agreement by and between one or more members of the Company Group and HEP ShaleApps attached hereto as Exhibit D-2 (the “IP Assignment”) pursuant to which the applicable member(s) of the Company Group shall assign to HEP ShaleApps all of the Assigned IP, duly executed by such member(s) of the Company Group and HEP ShaleApps; (D) Seller Representative shall deliver to Buyer a counterpart to that certain escrow agreement by and among Buyer, Seller Representative and the Escrow Agent attached hereto as Exhibit E (the “Escrow Agreement”), duly executed by Seller Representative; (1) Seller Representative shall deliver to Buye...
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Deliveries and Closing Actions. On the Closing Date, upon satisfaction of the conditions set forth in Sections 3.2 and 3.3: (a) in respect of each Relevant Assignment, if the Relevant Purchase Price is: (i) a positive number, the Purchaser shall pay such amount by wire transfer of immediately available funds, in Japanese Yen, to the Relevant Seller Bank Account, with any bank charges, fees or expenses in respect of such payment being borne by the Purchaser; or (ii) a negative number, the Relevant Seller shall pay such amount by wire transfer of immediately available funds, in Japanese Yen, to the bank account designated in writing by the Purchaser to such Seller, with any bank charges, fees or expenses in respect of such payment being borne by the Relevant Seller; and (b) each Seller shall deliver to the Purchaser each of the documents referred to in Section 3.3(h) to the extent such documents have not already been delivered to the Purchaser. All of the actions to be taken and documents to be executed and delivered at the Closing (as provided in this Section 3.4) shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery will be effective until all are complete.
Sample 1
Deliveries and Closing Actions. At or prior to the Closing: (i) Vistas shall deliver to the Company a duly executed certificate from an authorized executive officer of Vistas, dated as of the Closing Date, certifying that the conditions set forth in Section 8.3(a), Section 8.3(b), Section 8.3(c), and Section 8.3(d) have been satisfied; (ii) Anghami shall have received a counterpart to the Registration Rights Agreement, duly executed by the Sponsors; (iii) Anghami shall have received a counterpart to the Sponsor Letter Agreement, duly executed by the Sponsors and Vistas; and (iv) Vistas shall have given irrevocable instructions to make the payments from the Trust Account and Equity Financing in accordance with Section 6.3(d).
Sample 1
Deliveries and Closing Actions. On each Relevant Closing Date, upon satisfaction of the conditions in respect of the Relevant Assignment set forth in Sections 3.2 and 3.3: (a) if the Relevant Purchase Price, calculated with reference to the Relevant Estimated Working Capital Adjustment Amount instead of the Relevant Final Working Capital Adjustment Amount, is: (i) a positive number, the Relevant Purchaser shall pay such amount by wire transfer of immediately available funds, in Japanese Yen, to the Seller Bank Account, with any bank charges, fees or expenses in respect of such payment being borne by such Purchaser; or (ii) a negative number, the Seller shall pay such amount by wire transfer of immediately available funds, in Japanese Yen, to the bank account designated in writing by the Relevant Purchaser to the Seller, with any bank charges, fees or expenses in respect of such payment being borne by the Seller; and (b) the Seller shall deliver to the Relevant Purchaser the documents referred to in Section 3.3(l) to the extent such documents have not already been delivered to such Purchaser. All of the actions to be taken and documents to be executed and delivered at the Relevant Closing (as provided in this Section 3.4) shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery will be effective until all are complete.
Sample 1
Deliveries and Closing Actions. At the Closing: (A) Parent shall deliver to the Company a duly executed certificate from an officer of Parent in substantially the form attached hereto as Exhibit J, dated as of the Closing Date, certifying that the conditions set forth in Section 2.04(c)(i) through Section 2.04(c)(iv) have been satisfied; (B) Parent shall deliver to the Company a duly executed agreement by and between Parent and X. Xxxxx Principal Sponsor Co. II, LLC (“Sponsor”) substantially in the form attached hereto as Exhibit F (the “Sponsor Earn Out Agreement”); (C) Parent shall deliver to the Company a counterpart to the Registration Rights Agreement; (D) Parent shall pay the Merger Consideration pursuant to the terms and subject to the conditions of this Agreement and the Ancillary Documents in accordance with Section 2.02(a) hereof and the Closing Settlement Statement; and (E) Parent shall deliver to the Company a counterpart to the Director Nomination Agreement, duly executed by Parent.
Sample 1
Deliveries and Closing Actions. At the Closing: (A) Each Buyer shall deliver to Seller Representative, (x) a duly executed certificate from an officer of each Buyer, dated as of the Closing Date, certifying that the conditions set forth in Section 2.5(c)(i) and Section 2.5(c)(ii) have been satisfied and (y) the Seller Representative Expense Amount by wire transfer of immediately available funds to an account designated in writing by Seller Representative, which Seller Representative Expense Amount shall not bear interest and shall be used by Seller Representative in accordance with Section 8.13(c); (B) Buyers shall deliver to Sellers, by wire transfer of immediately available funds to the account(s) designated in writing by Seller Representative to Buyers, in consideration for the LP Interests and the GP Interests, an amount equal to the Initial Purchase Price; (C) Each Buyer shall deliver to Seller Representative a counterpart to the assignment substantially in the form attached hereto as Exhibit A duly executed by each Buyer; (D) Buyers shall pay each Outstanding Transaction Expense by wire transfer of immediately available funds in the amounts as has been designated in the Estimated Adjustment Statement to the accounts designated by such payees; and (E) Buyers shall pay the First Lien Debt Payoff Amount and the Second Lien Debt Payoff Amount (if any) pursuant to payoff letters delivered to Buyers prior to the Closing by Seller Representative to the payees set forth on such payoff letters by wire transfer of immediately available funds to the accounts designated by such payees.
Sample 1

Related to Deliveries and Closing Actions

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Subscription Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

  • Closing Actions On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company; (v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and (vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account; (l) at the request of Purchaser, either (i) execution by Sellers of an unconditional and irrevocable waiver of all their claims, including payment claims regarding the loan amount and any accrued interest, under the Shareholder Loans and any other claims of Sellers against the Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the “Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to an Affiliate of Purchaser for a purchase price of [****]; (m) execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares, substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and delivery of Share Certificates by way of endorsement (Indossament) to Purchaser; (n) notification by Purchaser to the Company of the change of ownership in the Sold Shares, and entering of Purchaser in the Company’s share register; and (o) confirmation by the Parties in writing that the Closing Conditions have been fulfilled or waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or waived in accordance with this Agreement and that as a consequence thereof the Sold Shares have been transferred to Purchaser (the “Closing Confirmation”).

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

  • 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:

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

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

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

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