Documentation and Closing Sample Clauses

Documentation and Closing. SECTION 2.01. The Documents............................................9 SECTION 2.02. The Closing.............................................10 SECTION 2.03. Mutual Closing Conditions...............................11 SECTION 2.04. EMI Closing Conditions..................................12 SECTION 2.05. TWI Closing Conditions..................................13 SECTION 2.06. Subsequent Closings.....................................13
Sample 1
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Documentation and Closing. In the event that Stockholders exercise such Put Option, the sale and purchase of the Additional Shares shall be documented by a Stock Purchase Agreement, or, if the Additional Shares shall be owned by more than one seller, by a Stock Purchase Agreement for each seller, substantially in the form attached hereto as Exhibit G (the "Put Purchase Agreement"). Closing of such transaction shall, as provided in Exhibit G, occur contemporaneously with the Closing hereunder. Buyer's obligation to purchase the Additional Shares is conditioned upon the simultaneous closing of the purchase of the fifty-one percent (51%) shareholding being sold hereunder.
Sample 1
Documentation and Closing. SECTION 2.01. The Closing SECTION 2.02. Purchaser Closing Conditions SECTION 2.03. Seller Closing Conditions SECTION 2.04. Effect of Certain Waivers of Closing Conditions SECTION 3.01. Organization SECTION 3.02. Authority; Enforceability SECTION 3.03. Non-Contravention SECTION 3.04. Governmental Consents SECTION 3.05. Capital Stock of the Companies SECTION 3.06. Subsidiaries SECTION 3.07. Financial Statements SECTION 3.08. Absence of Certain Changes SECTION 3.09. No Undisclosed Material Liabilities SECTION 3.10. Material Contracts SECTION 3.11. Compliance with Laws and Court Orders SECTION 3.12. Litigation SECTION 3.13. Title SECTION 3.14. Sufficiency of the Acquired Assets SECTION 3.15. Intellectual Property Rights SECTION 3.16. Licenses and Permits SECTION 3.17. Tax Matters SECTION 3.18. Employee Plans SECTION 3.19. Environmental Compliance SECTION 3.20. Brokers
Sample 1
Documentation and Closing. VCG will work with AMC's legal, tax and accounting advisors to ensure a timely closing. We will coordinate the creation and review of all required documentation, relating to the execution of the Assignment. The terms and conditions of and the decision to consummate any recommended transaction will be determined by AMC in its sole discretion. Except as expressly empowered in writing by AMC, VCG will not have the authority either to make or to accept any offer or proposal or to enter into any commitment or give any representations or assurances on behalf of AMC. In connection with VCG's activities on AMC's behalf, AMC agrees to furnish VCG with all available information and data concerning AMC and its ownership and the Assets which are reasonably required in connection with the engagement (the "Information"). included in materials provided to potential investors and agents. Notwithstanding the preceding sentence, any claim by third parties arising out of the inaccuracy or incompleteness of the Information shall be subject to AMC's indemnity obligation set forth below. TERM OF EMPLOYMENT VCG's engagement will commence on the date hereof and continue for up to twelve (12) months from the date of the Agreement (the "Termination Date"); provided, however, that the Termination Date may be extended by agreement in writing executed by AMC and VCG. This Agreement may be terminated by AMC in whole at any time prior to the Termination Date upon at least thirty (30) days written notice; however, any termination hereunder will not limit VCG's right to receive the VCG Transaction Fees (as defined below).
Sample 1
Documentation and Closing. SECTION 2.01. The Closing 4 SECTION 2.02. Purchaser Closing Conditions 7 SECTION 2.03. Seller Closing Conditions 8 SECTION 3.01. Organization 8 SECTION 3.02. Authority; Enforceability 9 SECTION 3.03. Non-Contravention 9 SECTION 3.04. Governmental Consents 10 SECTION 3.05. Capitalization of the Companies 10 SECTION 3.06. Subsidiaries 11 SECTION 3.07. Financial Statements 11 SECTION 3.08. Absence of Certain Changes 13 SECTION 3.09. No Undisclosed Material Liabilities 14 SECTION 3.10. Contracts 14 SECTION 3.11. Recorded Music Business and Music Publishing Business. 17 SECTION 3.12. Compliance with Laws and Court Orders 19 SECTION 3.13. Litigation 19 SECTION 3.14. Title 20 SECTION 3.15. Sufficiency of the Securities 20 SECTION 3.16. Intellectual Property Rights. 21 SECTION 3.17. Licenses and Permits 27 SECTION 3.18. Tax Matters 27 SECTION 3.19. Employee Plans 29 SECTION 3.20. Environmental Compliance 30 SECTION 3.21. Brokers 31 SECTION 3.22. Real Property 31 SECTION 3.23. Insurance 31 SECTION 4.01. Organization 32 SECTION 4.02. Authority; Enforceability 32 SECTION 4.03. Non-Contravention 32 SECTION 4.04. Governmental Consents 33 SECTION 4.05. Purchase for Investment 33 SECTION 4.06. Availability of Funds 33 SECTION 4.07. Brokers 33 SECTION 5.01. General 33 SECTION 5.02. Compensation and Benefits 34 SECTION 5.03. Local Modifications 35 SECTION 5.04. Employer Substitution and Related Matters 35 SECTION 5.05. ***** 36 SECTION 6.01. Conduct of Business Prior to the Closing 36 SECTION 6.02. Access to Information; Reports 41 SECTION 6.03. Regulatory and Other Authorizations; Notices and Consents 42 SECTION 6.04. Notice of Developments 45 SECTION 6.05. Insurance; Risk of Loss 45 SECTION 6.06. Books and Records 46 SECTION 6.07. Further Action; Transition Services 47 SECTION 6.08. Confidentiality 48 SECTION 6.09. Intercompany Receivables and Payables 49 SECTION 6.10. Publicity 49 SECTION 6.11. Acquisition Proposals 50 SECTION 6.12. ***** 50 SECTION 6.13. ***** 50 SECTION 6.14. Certain Intercompany Agreements 51
Sample 1
Documentation and Closing 
Sample 1

Related to Documentation and Closing

  • Closing Documentation The Parent shall have received the --------------------- following documents, agreements and instruments from the Company: (i) an opinion of Xxxx Xxxx Xxxx & Freidenrich LLP, dated the Closing Date and addressed to the Parent and Newco, in substantially the form of Exhibit F hereto; --------- (ii) certificates dated as of a recent date from the Secretary of State of the States of Delaware and any other applicable states to the effect that each of the Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of the Company and its Subsidiaries on file with said Secretary of State; (iii) a copy of the Certificate of Incorporation of the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (iv) evidence, reasonably satisfactory to the Parent, of the authority and incumbency of the persons acting on behalf of the Company in connection with the execution of any document delivered in connection with this Agreement; (v) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Company and its Subsidiaries from the states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (and Schedule thereto) of this Agreement; (vi) the corporate minute books and stock record books of the Company and its Subsidiaries; (vii) estoppel letters of lenders to the Company, in form and substance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) owing by the Company as of the Closing; and (viii) such other instruments and documents as the Parent shall reasonably request not inconsistent with the provisions hereof.

  • Closing Documentation, etc For purposes of determining compliance with the conditions set forth in §12, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by any Agent or any Co-Lead Arranger to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent active upon the Borrowers’ account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to such effect on or prior to the Closing Date.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • Documentation and compliance (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

  • POSSESSION AND CLOSING Possession of the Property shall be delivered to Purchaser by Seller at the Closing, subject to the Permitted Exceptions and the rights of the Tenants under Tenant Leases. Purchaser shall make its own arrangements for the provision of public utilities to the Property and Seller shall terminate its contracts with such utility companies that provide services to the Property.

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. 8.2 As soon as practical after the receipt of this Agreement and any relevant counter-offers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described, Xxxxxx Holder shall close this escrow (the "Closing") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement. 8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. 8.6 Escrow Holder shall verify that all of Xxxxx's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and in no way constitute instructions to Escrow Holder. 8.7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's Contingency, as defined in paragraph 9.2, then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of the breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. 8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein. 8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any such report if the written contract which Xxxxx entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others.

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

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

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