Closing Actions and Deliveries Sample Clauses
Closing Actions and Deliveries. At or prior to the Closing, the Parties will take the following actions and make the following deliveries:
(a) Buyer will pay to Seller the Closing Payment as set forth in Section 2.5(a);
(b) Buyer will pay to Seller an award agreement evidencing the Common Stock as set forth in Section 2.5(b);
(c) Seller will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title;
(d) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit B;
(e) Seller and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included in the Assets to Buyer, in the form attached hereto as Exhibit C;
(f) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit D;
(g) Buyer and ▇▇▇▇▇▇ will execute and deliver to each other the Employment Agreement;
(h) Seller will execute and deliver to Buyer a closing certificate, in the form of Exhibit F to this Agreement;
(i) Seller will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit G to this Agreement;
(j) Buyer will execute and deliver to Buyer a closing certificate, in the form of Exhibit H to this Agreement;
(k) Buyer will execute and deliver to Buyer a certificate of its secretary, in the form of Exhibit I to this Agreement;
(l) Seller will deliver to Buyer a consent to the assignment of the Real Property Lease and estoppel letter from the landlord for Seller’s Office, in form of Exhibit J to this Agreement, or such other form reasonably acceptable to Buyer;
(m) Seller will deliver to Buyer an assignment of any other Business Contract required in the sole discretion of Buyer, and if required thereby, a consent to the assignment of such contracts, in a form reasonably acceptable to Buyer; and
(n) Seller will deliver the Assets, if capable of physical delivery, to Buyer at Seller’s Office.
Closing Actions and Deliveries. Upon the terms and subject to the satisfaction or waiver by the appropriate parties, if applicable, of the conditions set forth in Article VII, to effect the purchase and sale of the Securities and consummate the other Transactions, the parties shall on the Closing Date take the following actions:
Closing Actions and Deliveries. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall take the following actions or make the following deliveries on the Closing Date:
(a) Buyer shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to the account designated in writing by Seller at least three (3) Business Days prior to the Closing Date, an aggregate amount in cash (the “Estimated Purchase Price”) equal to (i) $231,250,000, minus (ii) Seller’s good faith estimate of the aggregate amount of Indebtedness (including the Payoff Indebtedness) of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), plus (iii) Seller’s good faith estimate of the aggregate amount of Cash and Cash Equivalents of the Company as of immediately prior to the Closing (“Estimated Cash”), plus (iv) the amount, if any, by which Seller’s good faith estimate of Net Working Capital as of immediately prior to the Closing (“Estimated Net Working Capital”) exceeds the Target Net Working Capital, minus (v) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital as of immediately prior to the Closing, minus (vi) Seller’s good faith estimate of Transaction Expenses (“Estimated Transaction Expenses”), plus (vii) Seller’s good faith estimate of the Audit Expenses (“Estimated Audit Expenses”), minus (viii) the Adjustment Escrow Amount.
(b) Buyer shall repay, or cause to be repaid, on behalf of the Company, all amounts necessary to discharge fully the then outstanding balance of the Payoff Indebtedness that have been included in the Estimated Indebtedness, by wire transfer of immediately available funds to the account(s) designated in the Pay-Off Letters;
(c) Buyer shall pay, or cause the Company to pay, by wire transfer of immediately available funds, the Estimated Transaction Expenses to the applicable recipients thereof as set forth on the Estimated Closing Statement;
(d) Buyer shall pay or cause to be paid to the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement, by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent, an amount equal to the Adjustment Escrow Amount;
(e) The Company shall deliver to Buyer duly executed written resignations or removals, effective as of the Closing, of each of the Company’s officers and each of the members of the board of managers of the Company, unless otherwise requested by ...
Closing Actions and Deliveries. All actions to be taken and all documents to be executed and delivered in connection with the consummation of the transactions provided for herein shall be in form and substance agreed upon by the Parties and their respective counsel. All actions to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and no action shall be deemed taken nor any document executed and delivered until all have been taken, executed and delivered.
Closing Actions and Deliveries. 11 3.3 Closing Costs; Taxes and Fees................................... 13
Closing Actions and Deliveries. 6 ARTICLE III COVENANTS
Closing Actions and Deliveries. Leland shall have taken the actions and delivered the items described in Section 11.02, including all required approvals for the conveyance of the Assets and the transfers of the Liabilities.
Closing Actions and Deliveries. At Closing: • the Primary Parties shall enter and shall cause the other Designated Sellers and the other Designated Purchasers, as the case may be, and the Seller shall cause Guangdong Nortel Telecommunications Equipment Co. and, subject to Section 10.7, LG-Nortel Co. Ltd. to enter into the Ancillary Agreements to which they are parties respectively, to the extent such agreements have not yet been entered into, and perform their respective obligations to be performed under the Ancillary Agreements; • each Primary Party shall deliver copies of the resolutions of its board of directors or other equivalent bodies and that, where legally required or expressly provided for in the by-laws of the concerned Designated Seller and Purchaser, of the Designated Sellers and the Designated Purchasers authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements; • the Seller shall cause NN SA to deliver to the Purchaser a duly executed share transfer form showing the transfer, to the Designated Purchaser for France, of the Shares; • the Purchaser shall deliver to the Seller the Promissory Note duly executed; and • the Purchaser shall deliver, or cause to be delivered, to the Seller and the other relevant Designated Sellers, and the Seller shall deliver, or cause to be delivered, to the Purchaser and the other relevant Designated Purchasers, all documents specifically required by the Transaction Documents or applicable Law (it being understood, however, that such instruments shall not require the Purchaser, the other Designated Purchasers, the Seller, the other Designated Sellers or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement or the relevant Local Asset Sale Agreement).
Closing Actions and Deliveries. The Sanitary District shall have taken the actions, and delivered the items described in Section 11.03, including all required approvals for the conveyance of the Assets and the transfers of the Liabilities.
Closing Actions and Deliveries. At the closing of any sale of Membership Interests contemplated by this Section 3.6, each Member that is selling its Membership Interests shall deliver to the Member purchasing such Membership Interests (or its designee(s)) an assignment certificate for its Membership Interest in favor of the purchasing Member and a letter of resignation of each Manager designated to the Board by such selling Member, and the purchasing Member shall deliver to each selling Member the applicable Call Purchase Price by wire transfer of immediately available funds.