Deliveries to Seller. Buyer shall deliver, or cause to be delivered, to Seller:
(i) The Cash Payment;
(ii) The Note;
(iii) The Overriding Royalty Agreement and Short Form Memorandum thereof;
(iv) The Mortgage and the UCC-1 Financing Statement (as-extracted collateral); and
(v) Short Form Memorandums of the Xxxxxx #9 Sublease, Cyprus Creek & Xxxxxx #9 Lease and Sublease, and Cyprus Creek #9 Lease. Each of the foregoing actions shall be deemed to have occurred simultaneously at the Closing and unless each of such actions is taken, none of the other actions shall be taken or be deemed to have been taken, and any acts which may have been performed in respect thereof shall be cancelled and treated as if void and of no force and effect.
Deliveries to Seller. Deliver to Seller an original General Assignment and a conformed copy of the recorded Deed.
Deliveries to Seller. Deliver to Seller a conformed copy of the recorded Deed and other pertinent documents.
Deliveries to Seller. Seller shall have received all of Buyer’s deliveries due prior to or at the Closing, pursuant to Section 2.03(d).
Deliveries to Seller. At the Closing, Buyer shall deliver to Seller the following:
(a) a wire transfer of immediately available funds (to such accounts as Rio shall have specified to Buyer no later than one Business Day prior to the Closing) in an amount equal to the Purchase Price in accordance with Section 3.1(a);
(b) the executed assumption agreement in the form of Exhibit C (the “Assumption Agreement”); and
(c) the certificates referred to in Section 9.3, 9.5 and 9.6.
Deliveries to Seller. Subject to Section 1.10, Purchaser will deliver to Seller the Parent Cash Purchase Price, and will cause the applicable Subsidiary of Warrant Issuer to deliver to the applicable Subsidiary of Seller the KRW Equivalent Subsidiary Cash Purchase Price (as set forth on Schedule 1.6(a)), in each case by wire transfer of immediately available funds to the accounts designated on Schedule 1.6(a) and, in the case of the KRW Equivalent Subsidiary Cash Purchase Price, in United States dollars in the amounts set forth under the heading ‘USD Equivalent Subsidiary Cash Purchase Price’ on Schedule 1.6(a); (ii) Purchaser will deliver to Seller the Purchaser Transaction Documents; and (iii) Purchaser will deliver to Seller the certificates and other documents required to be delivered by Purchaser pursuant to Section 5.3 hereof and certified resolutions evidencing the authority of Purchaser as set forth in Section 3.2 hereof, and all other agreements, records and other documents required by this Agreement as of the Closing Date.”
Deliveries to Seller. Purchaser shall have delivered to Seller the documents and certificates to be delivered by Purchaser under Section 3.3.
Deliveries to Seller. At or before the Closing Time, each of the remaining Shareholders and their respective nominees, if any, will, with respect to any Seller that is selling all of its Shares, cause the Corporation and any Subsidiary to deliver to each member of the Seller Group a release, in form and substance satisfactory to the Seller’s legal counsel, by the Corporation and any Subsidiary of all of its claims against that member of the Seller Group with respect to any matter or thing arising up to and including the Closing Time as a result of that member of the Seller Group being a director, officer, shareholder, employee or creditor of the Corporation or any Subsidiary, as applicable, except for any claims which might arise out of the Sale Transaction, or with respect to the matters set out in Article 11.
Deliveries to Seller. At the Closing, Buyer Parties shall deliver to Seller or its designees the following:
(a) a wire transfer of immediately available funds (to such accounts as Seller shall have specified to Buyer Parties no later than two Business Days prior to the Closing) the dollar amount set forth on the Closing Settlement Statement as payable to Seller. In addition, Seller may instruct Buyer Parties to pay a portion of the dollar amount otherwise payable to Seller directly to the Secured Debt Lender and/or other Lenders in order to obtain a release of the Liens held by the Secured Debt Lender and/or other Lenders, respectively, on the Assets, the Tergas Option or the Shares as applicable. The amount of such payment shall be reflected on the Closing Settlement Statement;
(b) the executed General Conveyances;
(c) the executed Mexican Share Transfer Agreements;
(d) the executed Tergas Option Assignment Agreement;
(e) the certificates referred to in Section 9.3, 9.5 and 9.6;
(f) the executed Termination Agreement; and
(g) the Lien Release Letter.
Deliveries to Seller. At the Closing, Buyer shall deliver to Seller the following:
(a) a wire transfer of immediately available funds (to such accounts as Penn shall have specified to Buyer no later than one Business Day prior to the Closing) in an amount equal to the Purchase Price in accordance with Section 3.1(a);
(b) the executed Assumption Agreement in the form of Exhibit C (the "Assumption Agreement");
(c) the certificates referred to in Section 9.3, 9.5 and 9.6;
