Closing and Post Closing Obligations Sample Clauses

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Closing and Post Closing Obligations 
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Closing and Post Closing Obligations. (a) The Closing shall be completed via electronic exchange of documents unless otherwise agreed to by the Corporation and the Lead Agents. At or prior to the Closing Time, the Corporation shall duly and validly deliver to the Agents one or more certificate(s) in definitive form (including such other form of evidence of ownership) or in the form of an electronic deposit pursuant to the non-certificated issue system maintained by CDS Clearing and Depository Services Inc. and Depository Trust Company representing the Offered Shares registered in such name or names as the Agents may notify the Corporation in writing, against payment by the Agents to the Corporation, at the direction of the Corporation, in the lawful money of either (i) Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in Vancouver, British Columbia, or (ii) United States by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in United States Dollars, in each case, of an amount equal to the proceeds of the Offering net of the Agents’ Fees and estimated Agents’ Expenses in accordance with Section 11 hereof. (b) The Corporation shall, during the Effectiveness Period (as hereinafter defined): (i) prepare and file with the SEC and state securities regulators such amendments and supplements to each Blue Sky Registration, the U.S. Registration Statement and the U.S. Final Prospectus used in connection therewith as may be necessary or advisable to keep the Blue Sky Registration and the U.S. Registration Statement current and effective for the Offered Shares held by a Purchaser and the Broker Shares issuable upon exercise of the Broker Warrants for a period ending on the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which all Offered Shares and Broker Shares may be sold pursuant to Rule 144 under the Securities Act or any successor rule (“Rule 144”) and the blue sky laws of any state during any three-month period without the requirement for the Corporation to be in compliance with the current public information required under Rule 144(c)(1) or (iii) such time as all Offered Shares and Broker Shares have been sold pursuant to a registration statement or Rule 144 and any applicable blue sky exemption for resale (collectively, the “Effectiveness Period”); (ii) make any necessary blue sky filings in addition to the Blue Sky Registrations; (iii) pay the expenses incurred ...
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Closing and Post Closing Obligations. 7.1 On or before the Closing Date, the Purchaser shall cause the Company to replace the authorizations of the previous executive(s) or director(s) to operate the respective Bank Accounts of the Target Companies with authorization of the new executive(s) and such other signatories as are designated by the Purchaser. In any event, the Incumbent Directors and/or previous officers of the Target Companies shall have no obligation and shall not, under any circumstances, operate the respective banking accounts of the Target Companies after Closing, and consequently shall not be held liable for any act or omission in relation to the operation of the said banking accounts other than to the extent in breach of such restriction. 7.2 On the Closing Date, or as soon as possible thereafter, the Purchaser shall ensure that the Company and BEA Hotels Romania apply for the registration of the changes resulting from the Closing Procedures set out in §6.4 of this Agreement with the Trade Register (including deregistration of all Incumbent Directors resigning from or recalled from their office on the Closing Date). The Purchaser shall seek to make such applications on the basis of: (i) a written confirmation of the President of the Board and/or the Sole Director of the relevant Target Company; and (ii) an excerpt from the shareholders register issued by the relevant Target Company or by the Central Depository as the case may be. In any event, the Parties undertake to keep this Agreement confidential and not disclose the same to the Trade Registry in the registration proceedings, unless mandated to do so by operation of Applicable Law or by court and/or administrative order. 7.3 No later than prior to the end of the Closing Date, the Vendor shall complete the hand-over and take-over of any and all available documentation in relation to the Target Companies and/or the Property, and in any event all documentation that the Target Companies are obligated to possess by operation of Applicable Law, including the Disclosed Documents, provided that any accounting and tax documents necessary for the preparation of the Final Accounts and/or the Purchase Price Statement may be retained by the Vendor in copy for the purposes of establishing the Final Purchase Price Statement but subsequently destroyed following the final determination of the Closing Adjustment Amount in accordance with the terms of this Agreement.
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Closing and Post Closing Obligations. 6.1 CLOSING DATE The actions and events described in Section 6.3 are the "Closing" of this transaction, which shall be held beginning at 9:00 a.m. local time at SELLER'S offices located at 5555 San Felipe Road, Hous▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ September 15, 2010, or on such earlier or later date or at such other place as the parties agree in writing ("Closing Date"). Time is of the essence in the performance of this Agreement. All events of Closing shall each be deemed to have occurred simultaneously with the other, regardless of when actually occurring, and each shall be a condition precedent to the other. If the Closing occurs, all conditions of Closing shall be deemed to nave been satisfied or wai▇▇▇ (but SELLER'S and PURCHASER'S warranties and representations shall not be waived and shall survive the Closing, to the extent provided in Section 10.4).
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Related to Closing and Post Closing Obligations

  • Closing Obligations At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

  • Post-Closing Obligations (a) Within sixty (60) days following the Restatement Date (or such later date as the Requisite Lenders shall approve; provided, that such date shall automatically be extended if the Credit Parties have been working in good faith to complete the requirements in this Section 5.14(a) during the initial sixty-day period after the Restatement Date), the Credit Parties shall have used commercially reasonable efforts to execute and deliver all documentation reasonably requested by the Requisite Lenders to replace the Administrative Agent and the Collateral Agent with Fortress Credit Corp. (or an Affiliate thereof), including, without limitation, (i) all necessary amendments and bring-down schedules to the Collateral Documents and (ii) reasonable amendments to the operating agreements of the Credit Parties that are limited liability companies, in each case, in form and substance reasonably satisfactory to the Requisite Lenders. (b) Within thirty (30) days following the Restatement Date (or such later date as the Requisite Lenders shall approve), the Credit Parties shall have used commercially reasonable efforts to deliver satisfactory evidence to the Requisite Lenders that all tax Liens against the Credit Parties as of the Restatement Date have been released in full. (c) Within forty-five (45) days (or such later date as the Requisite Lenders shall approve) following receipt by the Borrower of a written statement signed by the Collateral Agent (or other responsible Person) that provides in respect of each of share certificate number 1 (in respect of 100 ordinary shares) and share certificate number 2 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd and share certificate number 9 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer forms, (i) that such certificate or other document has been lost or destroyed and has not been pledged, sold, or otherwise disposed of, (ii) if such certificate or other document has been lost, that proper searches have been made, and (iii) if such certificate or other document is found or received by the Collateral Agent, that the Collateral Agent agrees to promptly return such certificate to the Borrower, (A) PLBY Australia Pty Ltd shall deliver to the Collateral Agent a wet-ink signed share certificate number 3 (in respect of 100 ordinary shares) and a wet-ink signed share certificate number 4 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd together with a certified copy of an up-to-date register of members for PLBY Australia Pty Ltd and the corresponding executed blank stock transfer form, and (B) Honey Birdette (Aust.) Pty Ltd shall deliver to the Collateral Agent, a wet-ink signed share certificate number 10 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd together with a certified copy of an up-to-date register of members for Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer form.

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A ▇▇▇▇ of sale in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Buyer’s Closing Obligations At the Closing, Buyer shall:

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.