75% YFAT Closing Clause Samples

75% YFAT Closing. (i) (A) Step I.A in Annex A-4 shall have been completed and (B) the conditions in Section 8.1(a) with respect to the 75% YFAT Sale (in each case other than with respect to those related to the shareholder change application to SAMR and SAFE shareholder and company type change application) shall have been satisfied prior to the submission of the shareholder change application to SAMR for the 75% YFAT Sale. (ii) After all the actions set forth in Section 3.2(b)(i) have taken place or been satisfied in accordance thereto, YFAT shall submit the application for shareholder change application to SAMR for the 75% YFAT Sale in accordance with Step I.B in Annex A-4. (iii) On the fourth Business Day following (and excluding) the date on which the applicable conditions set forth in Section 8.1(a) have been satisfied and all of the conditions set forth in Section 8.1(c) and Section 8.2 and steps to be completed prior to the date on which the 75% YFAT Closing occurs as set forth in Annex A-4 have been satisfied (other than those conditions that by their nature are to be satisfied at such Closing Step, subject to the satisfaction or waiver of those conditions), the closing of the 75% YFAT Sale shall take place (a) at the offices of Yanfeng at No. 399 Liuzhou Road, Shanghai, the P.R.C., (b) remotely via electronic exchange of documents and signatures or (c) at such other time and place or in such other manner as the Parties may mutually agree in writing, as set forth in the YFAT Equity Transfer Agreement (the “75% YFAT Closing”). Concurrently with the 75% YFAT Closing, KEIPER Seating shall pay to YFAS the YFAT Purchase Price. On the same Business Day as the 75% YFAT Closing, 75% (seventy five percent) equity interests of YFAT shall be transferred to KEIPER Seating by YFAS and YFAS shall cause YFAT to deliver to KEIPER Seating the updated shareholder register and the capital contribution certificate to reflect the 75% YFAT Sale.
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Related to 75% YFAT Closing

  • At Closing (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property. (2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent. (3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy. (4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default.

  • 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.

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

  • 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.

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the ▇▇▇▇▇▇▇ money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.