Examples of China Closing Date in a sentence
Pursuant to section 1.2 of Amendment No. 1, which adds a new section 2.5 to the Purchase Agreement, referring to a China Closing Date that may occur on any date mutually agreed to by the Parties, the Parties hereby agree that the China Closing Date shall occur on February 2, 2009.
Each Seller has duly executed and delivered this Agreement and on the North America Closing Date or the China Closing Date, as applicable, each Seller will duly execute and deliver the Ancillary Agreements to which it is a party.
During the period between Closing and the China Closing Date, the parties further agree to operate Q-Tech in accordance with the terms set forth in Section 7.4 of the Seller Disclosure Schedule.
Each Seller agrees, for a period of three (3) months after the Closing Date (after the applicable China Closing Date with respect to each of the China Subsidiaries), the Business Subsidiaries may continue to use the names “Xxxxx” and “ArvinMeritor,” and for a period of twelve (12) months after the Closing Date distribute products, literature, marketing materials, letterhead or other documents with labeling that uses any of the Names to the extent that such exists on the Closing Date.
Seller may direct all trade debtors to make payment on such accounts receivable arising from the conduct of the Business prior to the close of business on the Closing Date (or, with respect to accounts receivable arising from the conduct of the China Sugus Business, prior to the close of Business on the China Closing Date) to Seller’s specified address and/or account.
Seller and Buyer shall cooperate in good faith in order to ensure that Seller receives payment of the customer accounts receivable arising from the conduct of the Business prior to the close of business on the Closing Date (or, with respect to accounts receivable arising from the conduct of the China Sugus Business, prior to the close of Business on the China Closing Date) and that Buyer receives payment of accounts receivable arising thereafter.
The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby and thereby, have been, and on the North America Closing Date or the China Closing Date, as applicable, the execution and delivery by Buyer of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated thereby will be, duly and validly authorized by all requisite corporate action of Buyer.
Good and valid title to the China Equity Capital will be delivered to the Chinese Buyer on the China Closing Date free and clear of any Encumbrance.
The closing (each a “China Closing”) of the purchase and sale of the China Interests of each of the China Subsidiaries to Purchasers will take place at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the China Closing Date with respect to each such China Subsidiary, at 10:00 A.M. New York time or at such other place and time as Purchaser and ARM shall agree.
Buyer will have on the Base Closing Date (for the avoidance of doubt, without regard to the Buyer’s ability to bring down this representation and warranty as of the Closing) and the China Closing Date sufficient funds available to deliver the Purchase Price (including any post-closing adjustments to the Purchase Price) and to consummate the transactions contemplated by this Agreement.