on the Closing Date. (a) the Seller shall (and, to the extent relevant, shall cause its Affiliates to):
(i) deliver to the Purchaser duly signed transfer forms for the Shares (including duly endorsed share certificates for RIAS and a transfer notice with respect to MIF);
(ii) procure that a meeting of MIF’s shareholders’ meeting is convened on the Closing Date in order to amend the by-laws to reflect the sale of the share held by the unlimited partner (“part de commandité”), to amend the company’s corporate name to reflect such sale and to replace the General Partner;
(iii) procure the delivery of letters of resignation of any Person (as identified by the Purchaser as soon as possible prior to the Closing Date to permit their replacement in accordance with applicable Laws) who has been appointed as officer or director of the Group Companies, with effect from the Closing Date;
(iv) procure that a meeting of the related Group Companies’ corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) above;
(v) make or procure the discharge and repayment in cash by the relevant members of the Seller’s Group of the Intra-Group Receivables as appearing in the Intra-Group Payment Notice, to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant Group Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companies;
(vi) deliver the share transfer register (“registre des mouvements de titres”) and shareholders’ accounts (“comptes individuels d’actionnaires”) or equivalent documents in the relevant jurisdiction for each of the Group Companies (provided that these of the Companies shall be updated so as to record the transfer of Shares provided for hereunder);
(vii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate decision) for the Companies, at which the Purchaser or the designated Purchaser has been approved as a shareholder of the Company;
(viii) prov...
on the Closing Date. The Parties further agree that Buyer shall pay all (i) Taxes and Assessments for the period after 12:01 a.m. on the Closing Date, and (ii) all Property Expenses for the period after 12:01 a.m. on the Closing Date. The Parties further agree that Buyer shall be entitled to receive all Property Income for the period after 12:01 a.m. on the Closing Date. At the Closing, all Taxes, Assessments, Property Income, and Property Expenses that are for the period that begins before Closing and ends after Closing shall be prorated and accounted for between Seller and Buyer as of 12:01 a.m. on the Closing Date based on, in the case of the Taxes and Assessments, the latest mileage rate and assessment available, and in the case of the Property Income and Property Expenses, the provisions of the Tenant Leases, the Books and Records, and reasonable estimates of the Property Expenses for the year based upon historical data prepared in accordance with generally accepted accounting principals on an accrual basis. The proration of Property Income and Property Expenses shall be prepared by Buyer's certified public accountants and provided to Seller at least ten (10) days prior to Closing. Should any part of such proration be inaccurate or in error based on the actual bills when received, the adversely-affected Party shall receive from the other Party without prior demand, a reimbursement from the other Party correcting such proration. All prorations shall be credited to the appropriate Party at the Closing. All refundable, non-applied Collateral collected by Seller or held by Seller or others for the benefit of the Seller for existing Tenant Leases shall be delivered to Buyer at the Closing. All insurance deposits held by the Mortgagee shall be returned to Seller or credited to Seller at Closing if retained by the Mortgagee for the benefit of Buyer. In addition, Seller shall receive credit, at Closing, for any tax escrows held by the Mortgagee that remain with the Mortgagee and are applied to the Taxes prorated in accordance with this Section, but not tax escrows applied to back taxes. All remaining Collateral held by Mortgagee shall be credited at Closing in accordance with the Final Inspection Report as agreed upon by Buyer and Seller. The provisions of this Section shall survive the Closing.
on the Closing Date. Subject to the terms and conditions set forth in this Agreement, on the Closing Date the Issuer will issue and sell the Initial Notes to be issued and sold by each of them hereunder to each of the Purchasers, severally and not jointly, and each of the Purchasers, severally and not jointly, shall purchase from the Issuer the Initial Notes to be purchased by each of them, in each case in amounts equal to the respective amounts set forth on Schedule II hereto opposite such Purchaser’s name, and in each case at the purchase prices set forth on Schedule II hereto.
on the Closing Date. The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Walter V. Stafford, Esq., General Counsel of the Borrower, subxxxxxxxxxx xx xxx effect set forth in Exhibit E-1, (ii) Simpson Thacher & Bartlett, counsel for Holdings and the Borroxxx, xxxxxxxxxxlly xx xxx effect set forth in Exhibit E-2, and (iii) the opinion of UK counsel, substantially to the effect set forth in Exhibit E-3, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.
on the Closing Date. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, after deduction of costs of collection Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 180 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 150 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any net Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed.
on the Closing Date. Not later than the 90th day after the Closing Date, the Borrower shall have:
on the Closing Date. (i) Tenant shall be open and operating its business at the Premises.
(ii) The representations and warranties of Seller set forth in Section 11 hereof shall be true, correct and complete in all material respects on and as of the Closing Date.
(iii) Each physical/engineering and environmental assessment approved by Buyer during the Inspection Period shall continue to accurately reflect the environmental condition of the Premises.
(iv) Seller shall not have filed or have had filed against it a petition seeking relief under the bankruptcy or other similar laws of the United States or any state thereof.
(v) Buyer shall have received the Title Commitment for the Premises “marked-up”, or an equivalent title insurance “proforma” effectively dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company unconditionally to issue to Buyer an original owner’s policy of title insurance for the Premises in the amount of the Purchase Price applicable to the Premises, subject only to the Permitted Exceptions.
(vi) Title Company shall deliver to Buyer a “closing protection” or “insured closing” letter, evidencing the authority of any agent of Title Company which conducts the Closing and issues the Buyer’s owner’s policy of title insurance for or on behalf of Title Company.
on the Closing Date. The Purchased Securities will be available for delivery to you against payment to the Corporation of the amount of the Purchase Price for the Purchased Securities in freely transferable United States funds. The Subscriber acknowledges that the Offering may be completed at one or more partial closings in the discretion of the Corporation and that the Closing as contemplated in this Agreement may be effected at one or more of such partial closings. The Subscriber hereby irrevocably appoints the Corporation to act as its agent for the purpose of acting as its representative at the Closing and hereby appoints the Corporation, with full power of substitution, as the Subscriber’s true and lawful attorney in its place or stead to execute in its name or, if applicable, the Disclosed Purchaser’s name and on its behalf or, if applicable, on behalf of the Disclosed Purchaser, all closing receipts and documents required, to complete or correct any minor administrative errors or omissions in any form or document provided by the Subscriber, to approve any opinion, certificate or other document addressed to the Subscriber, to waive, in whole or in part, any representation, warranty, covenant or condition for the Subscriber’s benefit and contained in this Agreement. Upon completion of the Closing, the Corporation is irrevocably entitled to the Purchase Price for the Purchased Securities, subject to the rights of the Subscriber under this Agreement and any applicable laws.
on the Closing Date. Subject to the terms and conditions set forth in this Agreement, on the Closing Date each of the Norwegian Issuer and the US Issuer will issue and sell the Initial Notes to be issued and sold by each of them hereunder to each of the Purchasers, severally and not jointly, and each of the Purchasers, severally and not jointly, shall purchase from the Norwegian Issuer and the US Issuer the Initial Notes to be purchased by each of them, in each case in amounts equal, with respect to each Issuer and each Purchaser, to the respective amounts set forth on Schedule II hereto opposite such Issuer’s and such Purchaser’s name, and in each case at the purchase prices set forth on Schedule II hereto.
on the Closing Date. To the extent possible, Seller shall obtain xxxxxxxx and meter readings as of the Closing Date and all utility charges to be prorated between Seller and Buyer shall be prorated based upon the information then available. Seller and Buyer shall make any adjustments required to be made subsequent to the Closing in the event the information available at the Closing is incorrect, which adjustments shall include, without limitation, any adjustments required in connection with the Operating Costs, which adjustments shall be made in a reasonable period following the availability of correct or adjusted information.
