On Closing. (A) the Seller shall procure that GGL will sell; and
On Closing. (a) Buyers shall pay the Cash Purchase Price as adjusted as set forth in Clause 4.2.2(a) and (b) to the Bank Account in USD in the manner specified in Clause 4;
On Closing. 2.3.1 the Cash Consideration shall be paid by the Purchaser or any of its Affiliates in immediately available funds to the account of the Seller that has been notified to the Purchaser prior to the date of this Agreement; and
On Closing. 5.1.1 the Company shall issue, allot and deliver to the Subscriber the Subscription Shares credited as fully paid and carrying the right to participate in full in all dividends and other distributions declared, paid or made on the Ordinary Shares on or after Closing and ranking pari passu in all other respects and form one class with the Ordinary Shares in issue on Closing, and will enter the Subscriber’s name in the register of members of the Company as the legal and beneficial owner of the Subscription Shares, and will issue and deliver to the Subscriber a share certificate in respect of such Subscription Shares;
On Closing. (i) the full Subscription Amount shall be available on the Euro-denominated blocked account in the Issuer’s name with KBC Bank NV ([***]) (the “Blocked Account”). To this end, the Investor or its designee shall instruct or cause the instruction of the wire of the Subscription Amount in Euros to the Blocked Account two (2) Business Days prior to Closing, it being understood that any bank charges, costs and expenses relating to this payment shall be borne by the Investor or its Affiliates;
On Closing. (a) the Purchasers shall procure that each relevant Group Company repays to the relevant member of its Seller Group the amount in the applicable currency of any Estimated Inter-Company Non-Trading Payables and shall acknowledge on behalf of each relevant Group Company the payment of the Estimated Inter-Company Non-Trading Receivables in accordance with clause 8.3(b); and
On Closing. (2) Except as expressly set out in this Agreement, no representations or warranties of any nature or kind have been made or will be made by the Vendor, or anyone acting on behalf of the Vendor, whether before or after execution of this Agreement or the Closing Date, to or for the benefit of the Purchaser with respect to the Purchased Assets, including without limitation, any representation or warranty relating to any of the following matters: physical condition (which includes environmental condition and soil condition), quantity, quality, fitness for purpose, zoning, compliance with Applicable Laws, lawful use, availability of lawful access to or from the Property.
On Closing. (a) The Vendor shall deliver to Caleco such documents as may be necessary to record the assignment and the transfer of the Technology and the Intellectual Property to Caleco, including the documents set out in paragraph 14(c) above;
On Closing. (a) Equitable mortgage of shares in Farah (Australia) Pty Limited (first ranking) (Exhibit 1.4.1(a));
On Closing. (a) Falconbridge, the Seller and each FNA Group member shall take all necessary corporate action to cause, upon Closing, the resignation of any director or officer of each FNA Group member and shall deliver in respect of each such resigning officer or director either (x) an executed release dated with effect as of the Closing releasing and forever discharging each FNA Group member of which such person was an officer or director from all actions, causes of action, suits, debts, duties, obligations, covenants, contracts, liabilities, claims and demands whatsoever which such director or officer has or shall or may have for or by reason of or in any way arising out of any cause, matter or thing whatsoever or (y) an indemnity in respect thereof;
