Exchange at Closing. At Closing, Seller shall deliver to Purchaser the Special Warranty Deed for the Property, a certificate of occupancy for the house located on the Property issued by the applicable governmental authority, and, if applicable, a certificate of final approval by FHA or VA. At Closing, Purchaser shall pay to Seller the Purchase Price in full. Purchaser agrees that Purchaser shall not take possession of the Property, and that Seller shall not provide keys to the Property to Purchaser, until such time as the appropriate Deed has been recorded with the Register of Deeds in the county where the Property is located.
Exchange at Closing. Notwithstanding Section 3.1(b), each holder of a Certificate, upon surrender thereof to the Exchange Agent at the Closing together with a Letter of Transmittal (properly completed and duly executed) and any other required documents of transfer, and provided such holder has provided Parent and the Exchange Agent with at least five (5) Business Days’ written notice of its intention to so surrender its Certificates, shall be entitled to receive at or immediately after the Closing in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificates (and shall also be entitled to the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3). Promptly following such surrender, the Exchange Agent shall deliver the portion of the Merger Consideration or Warrant Payment (as applicable) payable out of the Exchange Fund in respect of such surrendered Certificates.
Exchange at Closing. At Closing, Seller shall deliver to Purchaser the Deed for the Property, a certificate of occupancy for the house located on the Property issued by the applicable governmental authority, and, if applicable, a certificate of final approval by the FHA or VA. At Closing, Purchaser shall pay to Seller the Purchase Price in full.
Exchange at Closing. (a) Not less than five (5) days prior to the Closing Date the Platform Owners shall deliver to UPH the financial statements of the Platform Entities for the calendar quarter ending December 31, 2016 (or, if available, the audited financial statements of the Platform Entities for the calendar year ending December 31, 2016) that have been prepared in good faith in accordance with SAP or MN SAP, as applicable, are consistent in all material respects with the books, records and accounts of the Platform Entities and contain the information required to calculate Closing Platform Capital and Surplus (the “Platform Closing Balance Sheet”) together with records and work papers necessary to compute and verify the information set forth in the balance sheet contained therein.
Exchange at Closing. At Closing upon performance by the Company of the obligations set forth in Section 6.1(b), Companies shall deliver to the Escrow Agent designated in the Escrow Agreement to be entered into pursuant to Section 5.8 hereof resolutions on behalf of each holder of the Common Stock Certificates authorizing the cancelation of said certificates to be held by and the Acquiror Common Stock and Acquiror Preferred Stock be disbursed by the Escrow Agent pursuant to the terms of said Escrow Agreement.
Exchange at Closing. At the Closing, each Crossflo Principal Officer and any other Crossflo Stockholder who participates in the Closing shall deliver the Certificate or Certificates representing such Crossflo Stockholder’s shares of Crossflo Capital Stock (or affidavits of lost certificates in lieu thereof), duly endorsed in blank or accompanied by stock powers duly executed in blank, and in exchange for such delivery shall receive the Closing Merger Consideration (as determined pursuant to Section 2.2) to which such Crossflo Stockholder is entitled, payable by delivery of a stock certificate naming such Crossflo Stockholder as the holder thereof, subject to (b) below.
Exchange at Closing. (a) Not less than five (5) days prior to the Closing Date, (i) GHS shall deliver to UHC the financial statements of GHP and GHM for the calendar quarter ending September 30, 2015, as filed with OCI and DOC, respectively, (or, if available, internally prepared financial statements of GHP and GHM for the calendar year ending December 31, 2015; provided, that the internally prepared financial statements of Unity for the calendar year ending December 31, 2015, are also available) that have been prepared in good faith in accordance with SAP or MN SAP, as applicable, are consistent in all material respects with the books, records and accounts of GHP and GHP’s Subsidiaries and contain the information required to calculate Closing GHP Capital and Surplus (as applicable, the “GHP Closing Balance Sheet” and the “GHM Closing Balance Sheet”) together with records and work papers necessary to compute and verify the information set forth in such balance sheets, and (ii) UHC shall deliver to GHS the financial statements of Unity for the calendar quarter ending September 30, 2015, as filed with OCI, (or, if available, internally prepared financial statements of Unity for the calendar year ending December 31, 2015; provided, that the internally prepared financial statements of GHP and GHM for the calendar year ending December 31, 2015, are also available) that have been prepared in good faith in accordance with SAP, are consistent in all material respects with the books, records and accounts of Unity and contain the information required to calculate Closing Unity Capital and Surplus (the “Unity Closing Balance Sheet”) together with records and work papers necessary to compute and verify the information set forth in such balance sheet.
Exchange at Closing. At the Closing, each Polexis Principal Stockholder shall deliver (i) the Certificate or Certificates representing such Polexis Principal Stockholder's shares of Polexis Capital Stock (or affidavits of lost certificates in lieu thereof), duly endorsed in blank or accompanied by stock powers duly executed in blank and (ii) fully executed stock powers with respect to that Principal Stockholder's shares of SYS Common Stock which are to be deposited with the Escrow Agent, and in exchange for such delivery shall receive (i) the Cash Consideration (as determined pursuant to Section 2.1) to which such Polexis Principal Stockholder is entitled, payable by wire transfer of immediately available funds to the account specified by such Polexis Principal Stockholder, and (ii) the Stock Consideration (as determined pursuant to Section 2.1) to which such Polexis Principal Stockholder is entitled, payable by delivery of a Convertible Promissory Note and a stock certificate naming such Polexis Principal Stockholder as the holder thereof.
Exchange at Closing. Notwithstanding the provisions of Section 4.01(a) hereof, to the extent that a holder of record of shares of Company Common Stock has delivered to the Exchange Agent on or prior to Closing its Stock Certificates for surrender and cancellation, together with stock powers duly executed and endorsed in blank and otherwise in proper form for transfer of such Stock Certificates in accordance with this Agreement, then the shares of Company Common Stock represented by such Stock Certificates shall be accepted for surrender at the Closing and the holder of such Stock Certificate shall be entitled to receive the Merger Consideration payable with respect of the shares of Company Common Stock represented by such Stock Certificates at the Closing.
Exchange at Closing. (a) At the Closing, AHC and APT shall deliver to the Sunstate Shareholders: (i) certificates for the AHC Merger Stock and the Preferred Stock;
