Phase II Closing. The Purchaser will, and will cause its Affiliates to, in good faith use reasonable best efforts to form and capitalize Designated Affiliates under the laws of the People’s Republic of China in each of Xxxx Xxxx and Wuxi and to obtain all Governmental Authorizations and other licenses and permits in the People’s Republic of China reasonably required for such Designated Affiliates to acquire the components of the Business and the Purchased Assets relating to conduct of the Business in the People’s Republic of China from and after the Phase II Closing (the “China Formation Requirements”). The Seller will, and will cause its Affiliates to, cooperate in good faith with the Purchaser and its applicable Designated Affiliates in connection the Purchaser’s obligations under this Section 5.19.
Phase II Closing. The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Phase II Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Phase II Closing, of each of the following conditions:
(i) The General Seller Representations and the IP and Employee Representations shall be true and correct in all respects as of the Phase II Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Phase II Transferred Interests as of the Phase II Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.
(ii) The Applicable Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by them prior to or on the Phase II Closing Date.
(iii) The Applicable Sellers shall have delivered to Buyers duly executed counterparts to the Phase II Assignment and Assumption Agreement the Transition Services Agreement and such other documents and deliveries set forth in Section 3.02(b) and the Software License Agreement duly executed by CIT Group Inc.
(iv) Buyers shall have received a Seller Closing Certificate, dated as of the Phase II Closing Date and signed by a duly authorized officer of Sellers, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied.
(v) Buyers shall have received a FIRPTA Certificate.
(vi) The Missing Original Note Percentage reflected on the Closing Date Missing Document Statement shall be fifteen percent (15%) or less and the Missing Remaining Required Document Percentage reflected on the Closing Date Missing Document Statement shall be thirty percent (30%) or less.
(vii) The closing of the transactions contemplated by the CIT Bank Agreement shall be consummated at the Phase II Closing.
Phase II Closing. The obligations of Sellers to consummate the transactions contemplated by this Agreement to occur at the Phase II Closing shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Phase II Closing, of each of the following conditions:
(i) The representations and warranties of Buyers contained in Article V shall be true and correct in all respects as of the Phase II Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyers’ ability to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
(ii) Buyers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by them prior to or on the Phase II Closing Date.
(iii) Buyers shall have delivered to the Applicable Sellers the Phase II Estimated Purchase Price (allocated among the Applicable Sellers as set forth in the Phase II Estimated Purchase Price Statement), duly executed counterparts of the Phase II Assignment and Assumption Agreement, the Software License Agreement, the Transition Services Agreement and such other documents and deliveries set forth in Section 3.02(d).
(iv) Sellers shall have received a Buyer Closing Certificate, dated the Phase II Closing Date and signed by a duly authorized officer of Buyers, that each of the conditions set forth in Section 7.03(b)(i) and Section 7.03(b)(ii) have been satisfied.
(v) The closing of the transactions contemplated by the CIT Bank Agreement shall be consummated at the Phase II Closing.
(vi) The Phase I Closing shall have occurred pursuant to and in accordance with Section 3.01(a).
Phase II Closing. The Transferor and the Transferee shall complete the closing of the remaining Overseas Target Shares by e-mail confirmation within five (5) working days after the Transferee or its Designated Party pays all the Remaining Price (the "Phase II Closing"; the date when the Phase II Closing is made shall be referred to as "Phase II Closing Date"). The Overseas Target Shares corresponding to the Phase II Closing (the "Shares for Phase II Closing") are the total number of closed shares minus the number of the Shares for Phase I Closing. The Parties shall use their commercially reasonable efforts to cooperate with the Company in providing the Transferee with a share certificate stating the number of the Shares for Phase II Closing and a updated Register of Shareholders of the Company (original or scanned) within 10 working days after the Phase II Closing Date. The remaining Domestic Target Shares shall be handled according to the provisions of the Share Purchase Agreement. The resignation of the two directors appointed by the Transferor and the appointment of the two directors of the Transferee shall be determined in accordance with the Share Purchase Agreement. For the avoidance of doubt, the Transferee shall have the right to appoint two new directors in accordance with the Share Purchase Agreement only after both the Phase I Closing and the Phase II Closing are completed.
Phase II Closing. At the same time of PHOENIX’s Phase II Closing, Long De Hong Kong agrees to transfer 5,210,780 Series D1 Preferred Shares held by it in the Company (the "Long De’s Shares for the Phase II Closing") to Run Lxxxx Xxx for a consideration of US$10,992,887.76 (the "Consideration for Long De’s Phase II Closing"). Run Lxxxx Xxx agrees that: (1) on the premise that the First Closing for Long De’s Co-sale is completed and the closing conditions for Long De’s co-sale listed in Article 5.1 hereof are fully met or exempted in writing by Run Lxxxx Xxx (the closing conditions listed in Article 5.1 (1) hereof shall not be exempted), Run Lxxxx Xxx will pay in full the Consideration for Long De’s Phase II Closing to Long De Hong Kong and purchase the Long De’s Shares for the Phase II Closing within 10 working days from the date of completion of PHOENIX's Phase II Closing or within other period agreed in writing by the Parties (the "Latest Payment Date"). If Long De suffers losses due to Run Liang Tai's delay in paying the above the Consideration for Long De’s Phase II Closing, Run Lxxxx Xxx shall compensate Long De for such losses; (2) the remaining price shall be paid to PHOENIX in accordance with the provisions of the Share Purchase Agreement and the Supplementary Agreement. For the avoidance of doubt, on the premise that Run Lxxxx Xxx and Long De continuously abide by this Agreement, the remaining price under the Supplementary Agreement shall be adjusted as follows: the remaining price is equal to US$448 million minus the Consideration for the First Closing, the Deposit and the interest thereon, the Deposit of Remaining Price and the interest thereon, and the Consideration for Long De's Phase II Closing. Upon completion of the payment of the above remaining price, the Borrowing (as defined below) of US$9,671,045.96 owed by Run Lxxxx Xxx to PHOENIX will be fully repaid. For the avoidance of doubt, the provisions of this Article 3.2 shall not affect the obligations and responsibilities related to the payment of the remaining price stipulated in the Supplementary Agreement. Long De Hong Kong agrees to use its commercially reasonable efforts to cooperate with the Company in providing Run Lxxxx Xxx or its designated party with the Share Certificate which is certified by the Company's Cayman Agent as true and states the number of the Long De's Shares for the Phase II Closing and the updated Register of Shareholders (original or scanned) of the Company within five working days...
Phase II Closing. The obligation of the Purchaser to consummate the Phase II Closing and the other transactions contemplated by this Agreement in connection therewith is subject to the satisfaction, on or before the Phase II Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
Phase II Closing. The closing of the purchase and sale of the Working Interest in Phase II (the “Phase II Closing”) shall be held at the offices of the Company (or by delivery of closing documents and items by email, facsimile, or overnight courier, and delivery of closing funds by wire transfer) on a mutually acceptable date within three (3) business days following delivery of the Company’s exercise notice in accordance with Section 4.1(c), above. At the Phase II Closing:
Phase II Closing. (a) The Phase II Closing shall be an escrow closing under the terms of the Escrow Agreement-Phase II whereby all funds and documents necessary to complete the Phase II Closing shall be deposited with the Escrow Agent (the “Phase II Closing”). The Escrow-Phase II shall remain in force to pay all Post Closing Invoices-Phase II. The Escrow Agent shall release funds and documents only pursuant to the Escrow Agreement-Phase II and the Instruction Letters-Phase II.
(b) After receiving the written acknowledgment that the Pre-Conditions to the Phase II Closing have been either satisfied or waived, Cobalt shall be responsible to (i) set the Phase II Closing for a mutually agreeable date, (ii) arrange for the timely delivery of all of the documents and funds necessary to close the Phase II Closing and (iii) coordinate the release of all of the escrowed documents and funds pursuant to the Escrow Agreement-Phase II and any Instruction Letters-Phase II.
(c) Subject to the provisions of Section 6.7 regarding the effect of using Developer Bonds or Midwest Disaster Bonds on the deliverables, Cobalt shall deposit, or cause to be deposited, the originals of the documents identified in Section 6.6, the Letter of Credit-Phase II, the Cobalt Contributions-Phase II and any documents necessary to accomplish the transfer of title of the Milwaukee Parcels and, if applicable, the Private Parcels with the Escrow Agent (collectively, the “Cobalt Closing Deliverables-Phase II”).
(d) The Phase II Closing will be commenced after the deposit of the Net Bond Proceeds-Phase II (or in lieu thereof, the net proceeds from the sale of Developer Bonds or Midwest Disaster Bonds) and written confirmation from the CDA Chairperson that all of the other City Closing Deliverables-Phase II (defined below) and the CDA Closing Deliverables-Phase II (defined below) have been completed.
Phase II Closing. Buyer shall purchase each Phase II Property from Seller as soon as the Asserted Defect for that Phase II Property is cured but in no event after November 7, 2006. The date or dates on which each such Phase II Property is purchased by Buyer from Seller shall be the Phase II Closing Date for that Property. If the Asserted Defect with respect to the Phase II Property is not cured by November 7, 2006 and Buyer has not agreed to purchase the Phase II Property without curative, then such Phase II Property shall automatically be removed from the sale and transactions contemplated by the PSA and herby and the Parties shall have no further obligations to each other with respect to such Property.
Phase II Closing. If Buyer exercises its option to purchase the Phase II Property, the purchase and sale of the Phase II Property shall be closed at the Title Company on a date determined in accordance with the provisions of Section 2(b) above. If Buyer exercises its right of first refusal to purchase the Phase II Property, closing shall occur within sixty (60) days of the date on which Buyer exercises such right. At each Closing, Xxxxx and Seller shall deliver such written instructions to the Title Company as may be necessary to complete the transactions contemplated by this Agreement.
