Closing Actions Clause Samples

Closing Actions. 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller...

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) ▇▇. ▇▇▇▇▇▇▇ ▇. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (v) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmat...

Closing Actions. 4.2.1 At the Closing Date, the Parties shall perform the following actions for the transfer of the Shares for which they are responsible: each Party shall deliver to the other Parties evidence that it is duly authorised to sign this Agreement; the Seller shall deliver to the Purchaser the agreed form of the Escrow Agreement executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the Group Companies; MVO B.V. and Nooren B.V. shall deliver to the Purchaser the agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Company Subsidiaries), as the case may be, and the Purchaser shall give full discharge to each former director of the Company and the Subsidiaries; and each Party shall take all other action required for the execution of the notarial deed of transfer referred to in Clause 4.2.2. 4.2.2 The Seller shall transfer the Shares to the Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and the Company, before the Notary, of a notarial deed of transfer in Agreed Terms.

Closing Actions. Subject to the terms of this Agreement, (a) at the First Closing, (i) the Purchaser is delivering the First Closing Purchase Price in the amount of $1,500,000 to the Seller by wire transfer to such account previously specified by the Seller; (ii) the Seller is delivering a Convertible Note in the face amount of the First Closing Purchase Price to the Purchaser; (iii) the Seller is delivering to each of Presencia and PVI Holding a check in the amount of $25,000 payable to it in immediately available funds for the reimbursement of fees and expenses described in Section 19 hereof. (iv) the Purchaser and PVI Holding are delivering to each other an intercreditor agreement (the "Intercreditor Agreement"); (v) the Seller and Cablevision are delivering to each other an amendment to the Option Agreement by and between the Seller and Cablevision dated as of June 25, 2002 (the "Option Agreement"); (vi) the Seller and Cablevision are delivering to each other an amendment to the Proprietary Information Escrow Agreement by and among the Seller, Cablevision and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated as of June 25, 2002 (the "Escrow Agreement"); (vii) the Seller and each of ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are delivering to each other employment and stock option agreements; (viii) the Seller is delivering to PVI Holding an amended and restated convertible promissory note against delivery by PVI Holding of the Convertible Promissory Note dated as of June 25, 2002 previously issued to PVI Holding by the Seller (the "Amended and Restated PVI Holding Note"); (ix) PVI Holding is delivering to the Seller its waiver and consent with respect to the transactions contemplated hereunder to the extent required under the Stock Purchase Agreement or the PVI Holding Note Purchase Agreement, including without limitation its waiver of its rights pursuant to Section 6.2 of the Stock Purchase Agreement as such rights relate to the issuance of shares of common stock upon exercise of the warrant described in Section 2.4(c)(x) that may be delivered in connection with the Third Closing; (x) the Seller is delivering to the Purchaser an opinion of the Seller's counsel in a form as agreed to by the parties; (xi) the Seller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the other Transaction Documents; (xii)...

Closing Actions. All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent, and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to the Closing).

Closing Actions. Each of the actions required to be taken by Universal, Parent and CHI Maine pursuant to Section 3.2 or otherwise to effect the transactions contemplated hereby shall have been duly performed and complied with, and the General Partner and the Partnership shall have received satisfactory evidence of any and all such actions.

Closing Actions. 5.2.1 On the Closing Date, the following actions shall occur in the following order (the “Closing Actions”, which in their entirety shall constitute the “Closing”): (A) the Buyers shall deliver to the Seller (unless delivered earlier) documentary evidence in form and substance reasonably satisfactory to the Seller confirming that all Regulatory Approvals have been obtained and fully satisfied; (B) the Seller shall deliver to the Buyers an extract from the Seller’s Share Account showing the Seller’s title to the Sale Shares free from any Encumbrances and dated not earlier than 3 (three) Business Days prior to the Closing Date; (C) the Buyers shall provide the Seller with details of the Buyers’ Share Accounts for the purposes of transfer of the Sale Shares; (D) the Buyers shall pay the First Instalment (as defined in Schedule 2 to this Agreement), in immediately available funds with the same date value, without any set-off, deduction or counterclaim, to the Seller’s Account (such payment to be evidenced by confirmation to the Seller from the Seller’s Bank that the entire amount of the First Instalment has been credited to the Seller’s Account); (E) the Buyer 2 and the Seller shall enter into the pledge agreement pursuant to clause 6.1 hereto. (F) subject to fulfillment of the Closing Actions specified in clauses 5.2.1(A)- 5.2.1(E) above the Seller shall transfer: (i) Shares 1 to the Buyer’s 1 Share Account; (ii) Shares 2 to the Buyer’s 2 Share Account, by delivering to the Registrar the transfer instructions (in Russian: передаточные распоряжения) in relation to the Sale Shares in the form prescribed by the Registrar duly signed by the Seller. ​ 5.2.2 At Closing the Parties shall execute such further documents and take such further actions as may be necessary to give full force and effect to the provisions of this Agreement. 5.2.3 If in any respect the Closing Actions set out in clause 5.2.1 are not complied with on the Closing Date, the Closing shall only be deemed to have taken place if the Part(y)(ies) not in default confirms in writing on the Closing Date that it/they accept(s) that the Closing may take place (without prejudice to all rights or remedies available to such Part(y)(ies), including the right to claim damages). 5.2.4 If in any respect the Closing Actions set out in clauses 5.2.1(A), 5.2.1(C), 5.2.1(D) and 5.2.1(E) are not complied with on the Closing Date and the Seller does not confirm that the Closing may take place as set out in clause 5.2...

Closing Actions. Each of the actions required to be taken pursuant to Section 3.2 or otherwise to effect the transactions contemplated hereby, including the payment of the Buyer's Membership Interest Purchase Price, shall have been duly performed and complied with, and Seller shall have received satisfactory evidence of any and all such actions.

Closing Actions. On the Closing Date, the following actions (the "Closing") shall be taken: