Funds at Closing Buyer and Seller agree that before the recording can take place, funds provided shall be in one (1) of the following forms: cash, interbank electronic transfer, money order, certified check or cashier’s check drawn on a financial institution located in the State, or any above combination that permits the Seller to convert the deposit to cash no later than the next business day.
Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.
Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.
Actions at Closing At the Closing, the following actions will take place:
(a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.
(b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect.
(c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect.
(d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date.
(e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement.
(f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously.
(g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts.
(h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.
Transactions at Closing At the Closing, subject to the terms and conditions hereof:
Unused Escrow Funds In the event that a Closing does not occur when required under the Contract, or in the event that the Closing does occur but Escrow Funds remain in an account with Escrow Agent, the Escrow Agent shall notify OPWC in writing promptly thereafter. After receipt of such notice, OPWC shall deliver written instructions to Escrow Agent directing Escrow Agent’s release of the Escrow Funds. Immediately upon Escrow Agent’s receipt of such notice from OPWC, Escrow Agent shall release the Escrow Funds, or balance thereof, in accordance with OPWC’s written instructions.
Closing Availability After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness, liabilities, and obligations current, Availability shall not be less than $20,000,000.
Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).
(b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.
Payments at Closing Upon the terms and subject to the conditions set forth in this Agreement, Parent will deliver or cause to be delivered on the Closing Date and at the Closing:
3.4.1. to the lenders (or the applicable agents therefor), by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement;
3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof;
3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter);
3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund;
3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9;
3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and
3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter).
Post-Closing Conditions On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:
