Receipt of Closing Deliveries. The Company shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(a).
Receipt of Closing Deliveries. Acquirer shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(b).
Receipt of Closing Deliveries. Acquirer shall have received each of the agreements, instruments and other documents set forth in Section 1.2(a)(ii); provided, however, that such receipt shall not be deemed to be an agreement by Acquirer that the amounts set forth on the Company Net Working Capital Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth in Section 1.2(a)(ii) is accurate and shall not diminish Acquirer’s remedies hereunder if any of the foregoing documents is not accurate.
Receipt of Closing Deliveries. The Purchaser shall have executed and delivered, or caused to be executed and delivered, all of the agreements, certificates and other documents specified in Section 2.7, all in form and substance reasonably satisfactory to the Seller.
Receipt of Closing Deliveries. Purchaser will have received each of the agreements, instruments and other documents set forth in Section 2.2(c).
Receipt of Closing Deliveries. Acquirers shall have received each of the following agreements, instruments, certificates and other documents:
(a) share transfer form for the Company Shares, in the form attached hereto as Schedule 9.9(a)(1), duly executed by Seller in favor of each respective Acquiror (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit evidencing that such certificate was lost or never issued, such affidavit in the form attached hereto as Schedule 9.9(a)(2).
(b) a certificate, dated as of the Closing Date on behalf of the Company by its Chief Executive Officer and member of the board of directors of the Company, certifying: (A) that each of the conditions set forth in Article 9 has been satisfied; with respect to the condition under Section 9.1, such certificate may include exception for changes in the ordinary course of business which do not have a Material Adverse Effect and shall be deemed for all purposes and intents as a representation and warranty of the Company and/or Seller, as the case may be, provided that the Fundamental Representations (as defined below) shall not include changes, and (B) that (i) the Charter Documents as in effect as of the Closing and (ii) board and shareholders resolutions approving this Agreement, the Company Ancillary Agreements, the Share Purchase and the other Transactions, in accordance with the terms of this Agreement and other matters, in the forms attached hereto as Exhibit D (the “Board Resolutions”) and Exhibit E (the “Shareholder Resolutions”), and (C) that the Spreadsheet is true, correct and complete;
(c) evidence reasonably satisfactory to the Acquirers Representative of the resignation of each director of the Company in office immediately prior to the Closing as directors of the Company, effective as of, and contingent upon, the Closing. Such resignation to include a standard waiver of claims each director of the Company may have against the Company;
(d) the Spreadsheet in a form reasonably satisfactory to the Acquirers Representative and a certificate executed by a member of the Board of the Company, dated as of the Closing Date, effective as of January 14th, 2022;
(e) the Company Closing Financial Certificate;
(f) evidence reasonably satisfactory to the Acquirers Representative of the Company’s receipt of all consents, waivers and approvals described in Section 5.6; Receipt by the Acquirers Representative of any of the agreements, instruments, certificates or documen...
Receipt of Closing Deliveries. Buyer will have received each of the other agreements, instruments and other documents required to be delivered to it at or before the Closing as set forth in Exhibit A, and all such agreements, instruments and other documents will be effective and will not have been revoked by the Persons executing same.
Receipt of Closing Deliveries. Buyer shall have received each of the agreements, instruments and other documents set forth in Section 1.5(b) and Section 1.5(c); provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the amounts set forth on the Transaction Expenses Certificate, the Company Net Debt Balance Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth in Section 1.5(b) is accurate and shall not diminish Buyer’s remedies hereunder if any of the foregoing documents is not accurate.
Receipt of Closing Deliveries. Parent will have received each of the other agreements, instruments and other documents required to have been delivered to it at or before the Closing as set forth in Exhibit H, and all such agreements, instruments and other documents will continue to be effective and will not have been revoked by the Persons executing same.
Receipt of Closing Deliveries. Parent shall have received each of the agreements, instruments and other documents set forth in Section 1.3(a).
