Transaction at Closing Sample Clauses

Transaction at Closing. (a) Possession of the Included Assets shall be given by Seller to Buyer at closing by: (i) execution by Seller and delivery to Buyer of the assignment of the Leaseholds ("Assignment, Assumption and Indemnification Agreement") in the form of Exhibit "D" attached hereto; (ii) except as provided in Section 6(b) below, delivery by Seller to Buyer of the consent of those lessors under the Lease Agreements whose consent is necessary or required to the Assignment, Assumption and Indemnification Agreement substantially in the form of Exhibit "E" attached hereto; (iii) delivery by Seller to Buyer of a copy of the notices delivered to those lessors to whom notice of the Assignment is required under the Lease Agreements substantially in the form of Exhibit "F" attached hereto; (iv) if, and only if, required by any lender of Buyer, delivery by Seller to Buyer of a statement from such lessors under the Lease Agreements specifically designated by Buyer acknowledging the subsistence of the Lease Agreements, the termination date of the present term, that Seller is not in default, and the date to which all rent and all other charges have been paid in the form of Exhibit "G" attached hereto; (v) execution by Seller and delivery to Buyer of those Deeds for the Real Property in the form of Exhibits "H-1" through "H-4" attached hereto; (vi) delivery by Seller to Buyer of such consents, assignments of Partnership Interests, amendments to partnership agreements, and amendments to certificates of limited partnership, all of which will have been executed by Seller and all other general and, if necessary, limited partners of the lessors of the Leaseholds, as may be necessary or required in order to transfer and assign Seller's Partnership Interests in the lessors of any Leasehold to Buyer; (vii) termination of all of the subleases between Seller as sublessor and Buyer as sublessee for the Leaseholds in the form attached hereto as Exhibit "I", and termination of all of the leases between Seller as lessor and Buyer as lessee for the Real Property in the form attached hereto as Exhibit "J". (viii) execution by Seller and delivery to Buyer of a Xxxx of Sale and Assignment and Assumption Agreement for Included Personal Property, Executory Contracts, rights under insurance policies, and licenses and permits, if any, in the form of Exhibit "K" attached hereto; and (ix) execution by Seller and delivery to Buyer of such other deeds, bills of sale, and other instruments of assignment as the ...
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Transaction at Closing. At the Closing, after counterparts of this Agreement have been executed and delivered by all Parties, each of the following transactions shall occur, (or shall previously occurred) which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 1.7.1 The Sellers shall deliver, or shall cause the Company to deliver, to the Buyer the following documents: (i) Share Transfer Deeds in respect of all the Shares of the Company owned by the Sellers. (ii) Approval of the Board of Directors of the Company to the transfer of the Shares. (iii) The resignation of the directors of the Company. (iv) Approval of the Income Tax Authorities to the exchange of the options of the Company’s employees; 1.7.2 The Buyer shall deliver to the Sellers the following documents: (i) Resolutions of the Shareholders Meeting of the Buyer to increase the share capital of the Buyer and resolutions of the Buyer’s Board of Directors approving the execution and performance of this Agreement including the issuance of the Buyer Shares, Warrants and Loan Shares and any other required corporate approvals according to US and Israeli law. (ii) Approval of the Office of the Chief Scientist and Investment Center. (iii) Approval of the Anti-Trust Controller, if required. (iv) Approval of Ministry of Communications as required under the Company’s license. (v) Approval of Bank Ha’Poalim B.M. to specify the Guarantees to specific loans and to cancel the Guarantees in accordance with an agreed upon repayment schedule of such loans. 1.7.3 The Buyer shall deliver to each of the Sellers its respective share certificate in connection with the Buyer Shares within fourteen days from the Closing. DBSI Investments Ltd. (“DBSI”), the controlling shareholder of the Buyer, shall grant to each of the Sellers, for a period of 24 months from the Closing, a tag along right in connection with any and all sale/s of its shares of the Buyer, during such period, which reduce, in the aggregate, DBSI’s holdings in the Buyer, on a fully diluted basis, to below 50% of its percentage holdings of the Buyer, on a fully diluted basis, immediately following the Closing. This right shall be pro-rata among such Sellers that utilize such right and DBSI, in proportion to their holdings in the Buyer at the date of exercise of this right. A form of the agreement to be enter...
Transaction at Closing. 11.1. Documents to be Delivered and Actions to be Taken by Seller. At the Closing (or as otherwise required) Seller shall deliver to Buyer the following: 11.1.1. A copy of resolutions of Seller authorizing the execution, delivery and performance of the Seller Documents by Seller and a certificate of an authorized officer of Seller dated the Closing Date that such resolutions were duly adopted, are in full force and effect and have not been amended or modified; 11.1.2. A Bill of Sale with respect to txx Xessel; and
Transaction at Closing. 13.1 DDS's Covenants at Closing. The Closing shall take place at the offices of MDSI at10:00a.m. on June 15, 1999 (the "Closing Date"), or at such other place and time as the parties shall mutually agree upon. DDS covenants and agrees that at Closing it shall: (a) Delivery and Issuance of DDS Shares: deliver to MDSI a share certificate in the name of MDSI representing the Purchased DDS Shares, and cause all necessary corporate action and proceedings of DDS to be taken to permit the due and valid authorization, allotment, issuance and registration of the Purchased DDS Shares to and in the name of MDSI;
Transaction at Closing. At the Closing, the following transactions shall be effected: a. Shares: Sellers shall deliver to Buyer certificates representing all the Shares, in marketable form and without restrictions. Each of the stock certificates representing the Shares shall be duly endorsed to Buyer, or accompanied by a duly executed stock power in form sufficient to permit transfer of the Shares to Buyer.
Transaction at Closing. At the CLOSING, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 12.3.1 The COMPANY shall deliver to PUBLICIS the following documents: (a) Resolutions of the COMPANY's Board of Directors, Shareholders Meetings and the Audit Committee approving the affiliation of the COMPANY with the PUBLICIS group and adopting the Affiliation Contract with PUBLICIS. (b) The Affiliation Contract with PUBLICIS duly executed by the COMPANY.

Related to Transaction at Closing

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Transactions at the Closing The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

  • 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.

  • Transactions to be Effected at the Closing (a) Seller shall be entitled to receive immediately 8,785,819 of the Purchase Price Shares (the “Initial Purchase Price Shares”); the remaining 1,500,000 of the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow Agreement. (b) At the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement, and (iii) the Estimated Closing Cash Amount, to be paid by wire transfer of immediately available funds to an account designated in writing by Seller. (c) At the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). (d) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) (i) certificates for the Acquired Shares duly endorsed or accompanied by stock powers duly endorsed in blank (or if the Acquired Shares are not certificated, (ii) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, (iii) a certified copy of the share register of the Acquired Company), with any required transfer stamps affixed thereto, (iv) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s right, title and interest in and to the Acquired Shares, free and clear of all Liens, and (v) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to this Agreement. (e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.

  • 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.

  • 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.

  • Documents at Closing At the Closing, the following documents shall be delivered: (a) Duska will deliver, or will cause to be delivered, to Shiprock the following: (1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

  • Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

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