Closing Calculation of Purchase Price and Closing Deliveries Clause Samples
Closing Calculation of Purchase Price and Closing Deliveries
Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:
Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of ▇▇▇▇▇▇ & Jaclin, LLP, ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).
Closing Deliveries of Buyer (i) Buyer and Target shall have entered into the Sellers’ Release and such release shall be in full force and effect as of the Closing: (ii) Buyer shall have executed and delivered to Sellers the Promissory Note(s), and such notes shall be in full force and effect as of the Closing; (iii) Buyer shall have entered into the Security Agreement, and such agreement shall be in full force and effect as of the Closing; (iv) Buyer shall have entered into the Sellers’ Non-Competition Agreement, and such agreement shall be in full force and effect as of the Closing; (v) Target shall have entered into ▇▇. ▇▇▇▇▇▇▇’▇ Employment Agreement, and such agreement shall be in full force and effect as of the Closing; (vi) Intentionally omitted; (vii) Intentionally omitted; (viii) Buyer shall have obtained from ACF ▇▇▇▇▇ I, LP and Jax Legacy Investments I, LLC (“Buyer’s Lenders”) a consent to the transactions contemplated by this Agreement including (A) the acquisition of Target, (B) the issuance of the Promissory Notes by Buyer, and (C) the pledging of assets by Buyer pursuant to the Security Agreement; (ix) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to: (i) the certificate of incorporation of Buyer and any amendments to thereto; (ii) the bylaws of the Buyer and any amendments thereto; and (iii) authorizing resolutions of the board of directors (or a duly authorized committee thereof) of the Buyer relating to this Agreement and the transactions contemplated hereby; and (x) Buyer shall have delivered the Closing Cash Payment to Sellers.
Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.
Closing Deliveries by Buyer (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, or cause to be delivered, to Parent: (i) the Closing Payment or Delayed Payment, as applicable; provided, that the portion of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the Closing; (ii) copies of the resolutions of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (v) the certificate required by Section 8.03(a); and (vi) such other documents as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.