Closing and Post-Closing Deliveries Sample Clauses

Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement: (a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law (as defined below) to effect or record the transfer of any Asset for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens other than Permitted Liens; (b) Seller will execute and deliver to Buyer a B▇▇▇ of Sale conveying the Assets to Buyer, which is attached hereto as Exhibit A; (c) Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, which is attached hereto as Exhibit B; (d) B G Staff Services Inc. and T▇▇▇▇▇ ▇▇▇▇▇▇▇ will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit C (e) B G Staff Services Inc. and J▇▇▇▇▇ ▇▇▇▇▇▇ will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D; (f) B G Staff Services Inc. and R▇▇▇▇▇ ▇▇▇▇ will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E; (i) Buyer and Seller will execute and deliver to each other a Lease Assignment and Assumption Agreement with respect to the Pawtucket Offices (the “Lease Assignment”), which includes as an exhibit thereto the consent of Hope Artiste Village LLC, the owner of the Pawtucket Offices, to the Lease Assignment, a copy of which is attached hereto as Exhibit F, and Seller and Hope Artiste Village LLC will deliver to Buyer occupancy to the Pawtucket Offices; (h) Seller will deliver to Buyer executed UCC Termination Statements and other evidence satisfactory to Buyer, such as payoff letters, to evidence the release of any and all Liens (as defined below) on the Assets, other than Permitted Liens; (i) Seller will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Assumed Contracts, in accordance with Section 4.8 (j) Seller will deliver to Buyer, no later than five Business Days prior to the Closing Date, copies of the Certificates of Insurance (as defined below); (k) Seller will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer...
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Closing and Post-Closing Deliveries. (a) At Closing, ▇▇▇▇▇▇▇▇ shall execute, where applicable, and deliver to Purchaser: (i) a General Conveyance in the form attached as Schedule "J"; (ii) all Conveyance Documents, including all RMF2s and AC2s, provided that such documents shall not require Vendor to assume or incur any obligation or to provide any representation or warranty beyond that contained in this Agreement; (iii) copies of all consents to disposition and applicable waivers of Rights of First Refusal obtained by Vendor with respect to this Transaction, other than customary post-closing consents; (iv) the certificate required by Subclauses 10.2(a) and (d) substantially in the form attached as Schedule "L"; (v) no interest" letters, and discharges of any Security Interests from the holder thereof; (vi) receipt for payment of the amounts hereunder payable to Vendor by Purchaser at Closing; (vii) such other documents as may be specifically required hereunder or as Purchaser may reasonably request by reasonable notice to Vendor, including reasonable evidence of Vendor's capacity and authority to convey and transfer all of the Assets to the Purchaser. (b) At Closing, Purchaser shall execute, where applicable, and deliver to Vendor: (i) the Purchase Price in accordance with Clause 2.2, subject to any adjustments provided for in this Agreement, the Section 116 Withholding Amount provided for in Clause 2.6, applicable GST; (ii) a General Conveyance in the form attached as Schedule "J"; (iii) the certificate required by Subclause 10.3(d) substantially in the form attached as Schedule "K"; and (iv) such other documents as may be specifically required hereunder. (c) Five (5) Business Days before the Closing Date Vendor shall prepare and deliver drafts of the Conveyance Documents to Purchaser for Purchaser's review and approval. (d) Within five (5) Business Days of the Closing Date, originals, or where originals are not available, copies of Vendor's records, files, reports and data pertaining to the Assets, insofar as such delivery is permitted and required hereunder, unless and to the extent to which Purchaser agrees to allow Vendor to deliver such records, files, reports and data at a later date.
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Closing and Post-Closing Deliveries. (a) Subject to the conditions set forth in Articles IV and V to the closing of the transactions contemplated by this Agreement (the “Closing”) being satisfied or waived (other than those conditions which, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions on the Closing Date), the Closing will occur on November 19, 2012 (the “Closing Date”) at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; provided that if the conditions set forth in Articles IV and V to the Closing are not then satisfied or waived, the Closing shall occur at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the second Business Day after the date that all of the conditions set forth in Articles VI and V to the Closing shall have been satisfied or waived (other than those conditions which, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions on the Closing Date) by the party entitled to waive the same, or at such other time, place and date that the Investors and the Company may agree in writing. (b) At the Closing, subject to the terms and conditions set forth herein and in the Credit Agreement, (i) the Company shall issue and deliver to each Investor the shares of Common Stock issuable to such Investor pursuant to Section 1.02 in electronic form via book entry transfer (free delivery) to the account(s) maintained by such Investor’s broker at the Depository Trust Company as set forth in a written notice by such Investor to the Company, (ii) Technitrol shall deliver, or the Company shall cause Technitrol to deliver, to the Investors the Warrant, and (iii) the Company shall pay or cause to be paid the costs, fees and expenses of the Investors contemplated by Section 10.04 of the Credit Agreement. Immediately following receipt by the Investors of sufficient evidence of the foregoing, the Investors shall cause the Lenders to make the Term Loans (as defined in the Credit Agreement) to the Borrowers on the terms and conditions set forth in the Credit Agreement, and, no later than ten (10) Business Days following the Closing, the Investors shall deliver to the Company $27,685,000 principal amount of the Convertible Notes held by the Investors. (c) Following the consummation of the Exchange Offer, assuming the terminat...
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Closing and Post-Closing Deliveries. Except as noted, the following documents and actions will be delivered and taken on or before the Closing Date:
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Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement: (a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens; (b) Seller will execute and deliver to Buyer a ▇▇▇▇ of Sale conveying the Assets to Buyer, which is attached hereto as Exhibit A; 10
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Closing and Post-Closing Deliveries. (a) At the Closing, the Company shall: (i) irrevocably instruct the Transfer Agent to record the issuance of the Shares to Buyer in book-entry form pursuant to the Transfer Agent’s regular procedures; (ii) deliver to Buyer the Warrant registered in the name of Buyer; (iii) deliver to Buyer a certificate of good standing in respect of the Company issued by the Secretary of State of the State of Delaware dated as of a date within five (5) Business Days of the Closing Date; and (iv) deliver to Buyer a copy of the investor rights agreement, dated as of the Closing Date, (the “Investor Rights Agreement”), between the Company and Buyer, addressing the respective rights and obligations of Buyer as an investor in the Company, duly executed by the Company. (b) At the Closing, Buyer shall deliver to the Company: (i) by bank wire transfer of immediately available funds of U.S. dollars to an account designated in writing by the Company, an amount in cash equal to the Subscription Amount; and (ii) a copy of the Investor Rights Agreement, duly executed by Buyer. (c) As promptly as practicable following the Closing, the Company shall deliver to Buyer evidence from the Transfer Agent of the issuance of the Shares.
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Closing and Post-Closing Deliveries. (a) At or prior to the Closing, the Sellers shall deliver or cause the Seller Stockholder to deliver the following: (i) to the Company, stock certificates evidencing the Repurchased Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps; (ii) to the Investors, copies of the resolutions of the board of directors of each Seller and any Affiliate of either Seller that is a party to this Agreement and any Ancillary Agreement authorizing and approving this Agreement and the Ancillary Agreements, as applicable, and the transactions contemplated hereby and thereby, certified by the corporate secretary of such Person to be true and complete and in full force and effect and unmodified as of the Closing Date; (iii) to the Investors, (A) resignations, in form and substance reasonably satisfactory to the Investors, of all of the (1) members of the board of directors of each of the Company and the Subsidiaries and (2) officers of the Company and (B) resolutions in form and substance reasonably satisfactory to the Investors, appointing each of the individuals specified in writing to the Sellers at least three (3) Business Days prior to the Closing to the offices indicated on such writing, in each case effective upon the Closing; (iv) to the Investors, the certificate required by Section 9.3 (Officer's Certificate); (v) to the Investors, affidavits or certifications in form and substance reasonably satisfactory to the Investors as are necessary to exempt the transactions contemplated by this Agreement from the provisions of Section 1445 of the Code; and (vi) to the Investors, such other instruments, certificates and documents, in form and substance reasonably acceptable to the Investors and the Sellers, as may be reasonably necessary to effect the Closing. (b) At or prior to the Closing, the Investors shall deliver or cause to be delivered the following: (i) to the Company, the Reissued Share Purchase Price by wire transfer of immediately available funds to an account or accounts designated by the Company at least two (2) Business Days prior to the Closing; (ii) to the Sellers, copies of the resolutions of the board of directors, sole member or manager, as applicable, of each of the Investors, authorizing and approving this Agreement, the transactions contemplated hereby and the Stockholders Agreement, certified by the corporate secretary, if any, of such Person to be true an...
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Closing and Post-Closing Deliveries 
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Related to Closing and Post-Closing Deliveries

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Deliveries (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Seller’s Closing Deliveries Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill ▇▇ Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jame▇ ▇. ▇▇▇▇, ▇▇., ▇▇q., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.