Phase I Closing Deliveries Sample Clauses

Phase I Closing Deliveries. (a) At the Phase I Closing, the Seller will, for itself and as agent for the Selling Affiliates, deliver or cause to be delivered to the Purchaser, for itself and as agent for the Designated Affiliates: (i) the Local Transfer Agreements necessary to transfer the Phase I Business executed by the Seller and/or the applicable Asset Selling Affiliates; (ii) Share Transfer Documents executed by the applicable Share Selling Affiliates, including the share transfer report filed to and accepted by the foreign exchange bank in Korea pursuant to the Korean Foreign Investment Promotion Act with respect to the transfer of Shares of Xxxxx Korea, with applicable stamp duty affixed; (iii) certificates representing such of the Shares as are certificated (duly endorsed in blank or accompanied by stock powers duly executed in blank or other appropriate transfer forms in form reasonably satisfactory to the Purchaser for transfer) with all appropriate stock transfer tax stamps affixed, and such other deeds, including the registration on the share registry book reflecting the transfer of Shares, documents and instruments as are necessary or appropriate to effect the valid transfer of the Shares executed by the Seller and/or the applicable Share Selling Affiliates; (iv) a transition services agreement substantially in the form of Exhibit C (the “Transition Services Agreement”) executed by the Seller and/or the applicable Selling Affiliates; 26 (v) a restrictive covenant agreement in the form of Exhibit I (the “Restrictive Covenant Agreement”) executed by the Seller; (vi) a supply agreement in the form of Exhibit E (the “Seller Supply Agreement”) executed by the Seller and the applicable Affiliates of the Seller; (vii) a supply agreement in the form of Exhibit F (the “Purchaser Supply Agreement”) executed by the Seller and the applicable Affiliates of the Seller; (viii) a license agreement substantially in the form of Exhibit H-1 (the “Singapore License Agreement”) executed by Xxxxx Corporation Asia Pte Ltd. for the licensed use by the applicable Designated Affiliate of part of the premises located at #0 Xxxx Xxxxx Xxxxxxxx, Xxxxxxxxx 000000; (ix) a license agreement substantially in the form of Exhibit H-2 (the “Milwaukee License Agreement”) executed by the Seller for the licensed use by the applicable Designated Affiliate of part of the premises located at 0000 Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000 XXX; (x) for each parcel of Owned Real Property of the Phase I Busine...
Sample 1
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Phase I Closing Deliveries. (a) At the Phase I Closing, the Seller will, for itself and as agent for the Selling Affiliates, deliver or cause to be delivered to the Purchaser, for itself and as agent for the Designated Affiliates:
Sample 1

Related to Phase I Closing Deliveries

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

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