Execution and Closing Sample Clauses

Execution and Closing. The consummation of the transaction contemplated by this Agreement shall occur immediately upon the execution of this Agreement and the receipt of Seller of the Shares at which time Buyer shall be delivered all required materials in connection with the conveyance of the Assets and at which time Buyer shall assume full control of the Assets. After execution of this Agreement, Seller will provide, at its own expense, full delivery to Buyer of any and all materials, elements, agreements and physical properties and materials that may be required herein for Buyer to effectively and efficiently assume all right, title and benefits of the acquired Assets. Should it be required by Buyer, the Seller shall provide assignments, such bills of sale and instruments of transfer and conveyance as shall be reasonably be required by Buyer for the transfer to Buyer of all right, title and interest of Seller in and to the Assets. The parties shall also deliver to each other such officer certificates and other instruments as may be reasonably required to effect the transaction contemplated herein. ASSET LIABILITY, BUYERS REPRESENTATIONS AND ISSUANCE OF SHARES

Execution and Closing. This Supplement shall be executed and delivered in advance of the Closing at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 on February 13, 2017 (the “Execution Date”). The sale and purchase of the Series 2017A Notes to be purchased by each Purchaser shall occur at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 at 10:00 a.m. Chicago time, at a closing (the “Closing”) on April 20, 2017 or on such other Business Day thereafter on or prior to April 28, 2017 as may be agreed upon by the Company and the Purchasers. At the Closing, the Company will deliver to each Purchaser the Series 2017A Notes to be purchased by such Purchaser in the form of a single Tranche A Note and/or Tranche B Note (or such greater number of Series 2017A Notes of each tranche, as applicable, in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company in accordance with wire transfer instructions provided by the Company to such Purchaser pursuant to Section 4 of the Supplement as it relates to Section 4.10 of the Note Purchase Agreement. If, at the Closing, the Company shall fail to tender such Series 2017A Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Execution and Closing. A. Purchaser has (a) executed this Agreement on and as of May 6, 2015, and the execution thereof by Seller is subject to, and shall occur upon, the approval of the Bankruptcy Court as of the date of said approval (the “Execution Date”); (b) executed that certain Escrow Agreement referred to and required in the Bidding Procedures Order, accompanied by the deposit with the escrow agent named therein (the “Escrow Agent”) of the sum of $1,300,000, equivalent to 10% of the Purchase Price (the “Escrow Deposit”), transmitted on the date hereof by wire transfer to the Escrow Agent; provided, that Seller and Purchaser shall deliver written instructions to the Escrow Agent to the effect that the Escrow Deposit shall be (i) applied to the payment of the Purchase Price by the Purchaser, if this Agreement is approved by the Bankruptcy Court (as defined below), or (ii) returned to the Purchaser if the purchase of the Assets by Purchaser is not approved by the Bankruptcy Court (as defined below) or if Agreement is terminated for any reason. B. Seller shall continue to operate the Business with its employees from the Execution Date to the Closing Date as described in subsection E. of this Section 1.5. C. Unless mutually extended by the parties, the final closing of the transactions contemplated in this Agreement (the “Closing”) will occur within five (5) business days after the Sale Order, as defined in Section 1.6 (A)(6), has been entered by the Bankruptcy Court (the “Closing Date”). D. [RESERVED] E. The Parties agree that continuity of business operations up until the Closing Date is of the essence to this Agreement. Therefore, 1. From the Execution Date until the Closing Date, except as otherwise consented to in writing by Purchaser, Seller shall: a. conduct the Business only in the ordinary course of business; b. use its best efforts to (a) preserve the present business operations and organization, and (b) preserve the present relationships with any person or entity having business dealings with the Business including, without limitation, customers and suppliers; c. maintain all of the Assets named on Addendum A in their current condition; d. maintain the books, accounts and records of the Business in the ordinary course of business; continue to collect accounts receivable and pay accounts payable associated with the Business utilizing procedures consistent with past practices and without discounting or accelerating payment of such accounts; and comply with all contra...

Execution and Closing. The parties hereto agree that the Closing shall take place at a location outside the United States of America, to be designated by Loral no later than five Business Days prior to the Closing Date.

Execution and Closing. The Share Purchase shall take place at such time and place as the Seller and the Purchaser mutually agree upon, orally or in writing (which time and place is designated as the “Closing”). The Seller shall deliver to the Purchaser either (i) a certificate or certificates representing the CXXX Shares or (ii) instruments of assignment or transfer that shall, in the reasonable opinion of the Purchaser be necessary to transfer the CXXX Shares to the Purchaser. The Purchaser shall also make the full payment of 7,482777.20 US Dollars to the Seller by either (i) bank wire transfer or (ii) cashier’s check. The Agreement is not deemed executed and the Share Purchase is not deemed completed until the Purchaser receives the physical certificates representing the CXXX Shares delivered by the Seller and the Seller receives the full payment made by the Purchaser.

Execution and Closing. 3.1. On the Agreement Date: 3.1.1. The Purchaser shall deliver to the Seller, documentation evidencing the authority of the Purchaser to execute, deliver and perform this Agreement. 3.1.2. The Seller shall deliver to the Purchaser, documentation evidencing the authority of the Seller to execute, deliver and perform this Agreement. 3.1.3. The Company shall deliver to the Purchaser and Seller, documentation evidencing the authority of the Company to execute, deliver and perform this Agreement. 3.1.4. The Seller shall deliver to the Purchaser and the Company, copies of the ROFO Waiver Letters. 3.2. Closing shall take place on the Agreement Date at Mumbai, India. 3.3. At Closing, the following events shall occur: 3.3.1. The Seller shall deliver to the Purchaser, from the Depository Participant: (i) holding statement of the Seller Depository Account confirming the holding of the Purchase Shares; (ii) a separate confirmation that there is no Encumbrance on the Purchase Shares; and (iii) the client master list of the Seller Depository Account. 3.3.2. The Seller shall deliver to the Purchaser a copy of the Permanent Account Number card, issued to Seller. 3.3.3. The Company shall deliver to the Purchaser and the Seller i) a confirmation from its statutory auditor that the fair market value of the Equity Shares of the Company is equal or higher than the value determined in accordance with Rule 11UA and Rule 11UAA of the Income Tax Rules, 1962; and ii) a valuation certificate, in Agreed Form, under the relevant provisions of the Non-Debt Instruments Rules. 3.3.4. For the purposes of Section 281 of the IT Act, the Seller shall deliver to the Purchaser, a certificate from a chartered accountant, in Agreed Form, giving the status of the pending tax proceedings and any pending tax dues against the Seller under the IT Act and stating that there no tax proceedings that would render the transfer of the Purchase Shares to the Purchaser to be void, and including a snapshot of the website of the income tax authorities in India, evidencing that there are no tax proceedings against the Seller, except a Tax claim for INR 23,357 (Indian Rupees twenty three thousand three hundred fifty seven) made by the assessing officer with respect to Assessment Year 2012-13 (“Tax Assessment Status”) along with a reliance letter to be issued by such chartered accountant issuing the Tax Assessment Status to the Purchaser for relying on the Tax Assessment Status. 3.3.5. The Purchaser shall credit ...

Execution and Closing. 8 2.10 Actions to Occur on the Execution Date.................................................. 10 2.11 First Quarterly Payment Date............................................................ 12

Execution and Closing. The Share Exchange shall take place at such other time and place as the Sellers and the Purchasers mutually agree upon, orally or in writing (which time and place is designated as the "Closing"). The Sellers shall deliver to the Purchasers either (i) a certificate or certificates representing the CXXX Shares or (ii) instruments of assignment or transfer that shall, in the reasonable opinion of the Purchasers be necessary to transfer the CXXX Shares to each of the Purchasers. The Purchasers shall also deliver to the Sellers either (i) a certificate or certificates representing the Yingfeng Shares or (ii) instruments of assignment or transfer that shall, in the reasonable opinion of the Sellers be necessary to transfer the Yingfeng Shares to the Sellers. The Agreement is not deemed executed and the Share Exchange is not deemed consummated until the Sellers receive the physical certificates representing the Yingfeng Shares delivered by the Purchasers and the Purchasers receive the physical certificates representing the CXXX shares delivered by the Sellers.

Execution and Closing. This Agreement (the "Execution") shall be signed by all --------- parties and the date of the signature by the last party signing this Agreement shall be called the "Execution Date".

Execution and Closing. The consummation of the transaction contemplated by this Agreement (the "Closing") will take place at the offices of Seller (the "Closing”). Upon the execution of this Agreement, Seller shall deliver to Buyer the Studio Assets, the Intellectual Property Assets and the Television Assets. Buyer shall take possession of the Assets and have full use and control of those Assets. After execution of this Agreement, Buyer and Seller will be allowed to verify warranties and representations made by the respective parties. Additionally, Seller will provide at its own expense an audit of the acquired Assets. Unless agreed to otherwise by both parties in writing, at the Closing the Seller shall provide assignments, such bills of sale and instruments of transfer and conveyance as shall be reasonably be required by Buyer for the transfer to Buyer of all right, title and interest of Seller in, to the Assets. Each party shall also deliver to each other such officer certificates and other instruments as the other party shall reasonably request after the closing as may be reasonably requested.