Upon Closing. If Closing is completed hereunder, Escrow Holder shall pay the Deposit to Seller as a credit against the Purchase Price.
Upon Closing when Buyer is obliged to answer the enquiry from tax authority or other authority, or report tax or negotiate tax duty, Seller shall provide Buyer with all the help when Buyer request so, and Seller shall provide Buyer with all the information, documents, accounting book and other business records.
Upon Closing this Agreement shall be recorded against and shall run with the Tax Minimum Area and shall be binding on successors in title to the Tax Minimum Area. Prior to Substantial Completion of each of Phase 1 and Phase 2 of the Project, the parties’ rights and obligations pursuant to this Agreement concerning any such phase that has not reached Substantial Completion shall not be assigned without the prior written approval of the other party; provided that: (a) without the prior written approval of Developer, City Bodies may assign this Agreement to another agency or instrumentality of City that legally is able to perform the respective obligations hereunder; and (b) without the prior written approval of City, Developer may:
(i) assign this Agreement to any entity or to-be-formed entity in which Developer or its affiliates or primary shareholders either maintains a controlling interest or has effective control as a member;(ii) assign the obligation under the Developer Obligation Agreement with respect to a parcel within the Tax Minimum Area to a third party that acquires an interest in such parcel (but not including other rights under this Agreement, including, but not limited to, receiving proceeds pursuant to the Loan Agreement); and (iii) execute and deliver the Project Loan Documents, including, without limitation, a collateral assignment of this Agreement. Notwithstanding any assignment permitted under this Section, the applicable City Bodies or Developer, as the case may, shall remain liable to perform all of the terms and conditions to be performed by it under this Agreement, and the approval by the other party of any assignment shall not release any City Bodies or Developer, as the case may be, from such performance; provided that, if any City Bodies assigns this Agreement to another agency or instrumentality of City that: (a) has full power and authority to accept an assignment of this Agreement and carry out the respective obligations hereunder; and (b) expressly assumes all such obligations in writing; then the applicable City Bodies shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption. Notwithstanding the foregoing, after Substantial Completion each of Phase 1 or Phase 2 of the Project, Developer may assign its rights and obligations hereunder with respect to such phase that has reached Substantial Completion in whole and/or in part to a third-party purchaser of all a...
Upon Closing. The Buyer Warranties are given subject to the matters Disclosed in the Buyer Disclosure Letter.
Upon Closing. Upon the Closing, without prejudice to Purchaser’s rights under the remaining provisions of this Agreement, Purchaser shall assume full Liability and responsibility for all Operations of Seller with respect to the Acquired Assets; provided, however, that notwithstanding anything in this Agreement to the contrary, Seller does not warrant or guarantee that Purchaser will become the operator of all or any portion of the Acquired Assets under any applicable joint operating agreements, as such will be controlled by the applicable joint operating agreements.
Upon Closing the Shareholders agree to authorize and direct the New Board of Xerion to apply all diligence and effort to prepare and apply for listing ("Listing") on the NASDAQ Small Cap stock exchange, the American Stock Exchange or other reputable and nationally listed North American stock exchange.
Upon Closing. Notwithstanding any other terms contained in this Agreement or in the Option Agreements, each of the Options with an exercise price less than the Per Share Price (the “Designated Options”) is being repurchased by the Company upon Closing pursuant to Section 1 hereof, and the Seller shall receive consideration therefor in accordance with Section 1(c) hereof.
Upon Closing. (a) the Vendor shall deliver to the Purchaser the certificates representing all of the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by an appropriate official), with any and all applicable security transfer taxes paid, and together with all other instruments, certificates or documents as may be required by the Company’s transfer agent to record the transfer of the Company Shares to the Purchaser or as may otherwise be required to transfer the Company Shares to the Purchaser free and clear of all liens, charges and encumbrances of any kind whatsoever; and
(b) the Purchaser shall deliver to the Vendor the Purchase Price.
Upon Closing. Upon Closing (as defined in the Purchase Agreement) of the transactions contemplated by the Purchase Agreement, Purchaser and Seller shall jointly deliver to the Escrow Agent irrevocable wire transfer instructions and the Escrow Agent shall release and deliver the Escrowed Funds to the parties identified in such instructions in accordance with such instructions. Such instructions may be delivered via facsimile.
Upon Closing the Seller shall deliver to the Purchaser a copy of the resolution of the shareholders assembly of the Seller approving and authorizing the transfer of the Purchased Assets hereunder and all the transactions contemplated hereby, and such resolution shall be in form and substance in accordance with the applicable laws and regulations.
