Upon the Closing. If the Closing of the transactions contemplated by the Purchase Agreement occurs, then upon receipt of written instructions from the Buyer and the Seller, the Escrow Agent shall (i) deliver the Escrowed Property to the Seller, and (b) deliver the Interest not previously distributed pursuant to Section 3(c), if any, to the Buyer.
Upon the Closing the nominee of the New Shareholder shall be appointed as a Director to the Board in accordance with Article 88 of the Company's Articles of Association, or by the convention of a regular or special meeting.
Upon the Closing. Buyer shall become a successor employer and shall assume all Liabilities and obligations under, and be bound by, the collective bargaining agreements listed on Section 8.4(j) of any Seller Disclosure Letter.
Upon the Closing. Shochet will transfer or assign to BlueStone all of its furniture, fixtures and telephone and computer equipment relating to the properties covered by the Shochet Leases (the "Shochet Equipment") and all rights relating to the Shochet Equipment in accordance with this Section 5, except for such furniture, fixtures and telephone and computer equipment which are owned by Shochet Holding and not used in the operation of Shochet (the "Shochet Holding Equipment"), provided that the value of the Shochet Holding Equipment does not exceed 5% of all the value of the Shochet Equipment. A list of the Shochet Equipment and leases pertaining to any Shochet Equipment ("Shochet Equipment Leases") is set forth on Schedule 5(b) attached hereto. Shochet will provide BlueStone with a list of the Shochet Holding Equipment prior to the Closing Date.
Upon the Closing. If the Closing of the transactions contemplated by the Asset Purchase Agreement occurs on or before June 30, 1996 (the "Target Date"), then upon receipt of written instructions from the Undersigned, the Depository shall disburse the Deposits to the Seller as a credit against the purchase price of the assets of the Company as referenced in the Asset Purchase Agreement and shall disburse the Accrued Earnings to the Purchaser.
Upon the Closing. As soon as reasonably practicable prior to the anticipated Closing Date, the Purchaser and the Seller shall provide the Escrow Agent with written notice (the "Closing Notice") of such anticipated Closing Date together with instructions as to the account(s) of each of the Seller and the Purchaser (the "Account Information") into which the Escrow Agent shall wire transfer the Deposit and the Income, respectively, on the Closing Date. On the Closing Date, the Purchaser and the Seller shall confirm to the Escrow Agent that the Closing is occurring and the Escrow Agent shall deliver the Deposit to the Seller, and any Income shall be distributed to the Purchaser, in each case, in accordance with the instructions set forth in the Closing Notice.
Upon the Closing of the transactions contemplated herein and hereby, the Escrow Agent shall deliver the Deposit, together with all interest which shall have accrued thereon, to the Seller, and the amount thereof shall be credited by the Seller as a partial payment of the Purchase Price by the Purchaser.
Upon the Closing. Each Stockholder hereby represents and warrants that he, she or it has adequate information regarding the terms of this Agreement, the scope and effect of the releases set forth in this Section 5.11, and all other matters encompassed by this Section 5.11 to make an informed and knowledgeable decision with regard to this Section 5.11, and that he has independently and without reliance upon the Released Parties made his, her or its own analysis and decision to enter into this Agreement. Each Stockholder further agrees not to institute any litigation, lawsuit, claim or action against any Released Party with respect to any and all claims released in this Section 5.11. Each Stockholder acknowledges that he has had the benefit of advice of competent legal counsel with respect to his decision to enter into the release provided for in this Section 5.11. Each Stockholder further acknowledges that the consideration payable to him pursuant to this Agreement provides good and sufficient consideration for the releases set forth in this Section 5.11. This Section 5.11 is intended to benefit each of the Released Parties and their respective heirs and personal representatives, each whom shall be entitled to enforce the provisions hereof.
Upon the Closing. Buyer shall remit to the Sellers as additional purchase price in the manner provided on Schedule 1.2 hereto an amount equal to $300,000 multiplied by each full month occurring between the Effective Date and the Closing Date plus $300,000 multiplied by a fraction equal to the number of days passed in the month in which the Closing occurs divided by the number of days in such month (the "Income Amount"). As soon as practicable following the Closing Date, but in no event later than sixty (60) days following the Closing Date, Buyer shall determine the aggregate pre-tax net income of the Centers for the period between the Effective Date and the Closing Date ("Net Income"). Net Income of the Centers shall be computed based on the accrual basis of accounting consistently applied in accordance with generally accepted accounting principles. In the event that such Net Income is greater than the Income Amount, Buyer shall remit to the Sellers in the manner provided on Schedule 1.2 said difference promptly upon such determination. Alternatively, if the Net Income is less than the Income Amount, Sellers and Owners shall be obligated, jointly and severally, to pay to Buyer such difference promptly upon such determination.
Upon the Closing. Buyer and HP will own One Hundred Percent (100%) of the partnership interests in the Partnership.
