Closing Deliveries at Closing Clause Samples

Closing Deliveries at Closing. Subject to the satisfaction or waiver of the conditions set forth in Article 4 herein, the closing of the contribution of the Conversion Shares for Units contemplated by this Agreement (the “Closing”) shall take place at the offices of P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP at 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately prior to the Effective Time (the date upon which such Closing occurs, the “Closing Date”). At the Closing, each Contributing Shareholder shall deliver to Parent the stock certificate(s) evidencing the Conversion Shares to be contributed by it under this Agreement, in each case together with stock powers duly endorsed in blank or a lost stock affidavit in form and substance reasonably acceptable to Parent, against the issuance by Parent to such Contributing Shareholder of the Units to be acquired by such Contributing Shareholder, which issuance shall be evidenced by appropriate notations on the membership interest ledger of Parent.

Closing Deliveries at Closing. (a) Seller shall convey to Buyer all of its right, title and interest in and to the Interest, free and clear of all liens, claims, encumbrances, security and other adverse interests (“Liens”), and thereupon Seller shall cease to be a Member of, or have any interest in, the Company; (b) Buyer shall pay to Seller the balance of the Purchase Price as contemplated in Section 2(b) above; (c) Buyer and each of the Seller Parties and Key Principals shall each execute and deliver to the other an assignment and assumption agreement in the form attached hereto as Exhibit A and made a part hereof (an “Assignment Agreement”) pursuant to which, among other things, Existing Manager shall resign as “Manager” of the Company, whereupon Buyer shall automatically and without any further action or approval become (or have the right to select) the new Manager of the Company, and Existing Manager shall cease to have any interest in, or rights to distributions from, the Company; (d) The Key Principals shall execute and deliver to Buyer Guarantor an indemnification agreement in the form attached hereto as Exhibit B and made a part hereof (an “Indemnification Agreement”); (e) Buyer and each Seller Party shall deliver reasonable evidence of such party’s authority to enter into the transactions contemplated herein; (f) The Seller Parties and Key Principals shall each execute and deliver a written certificate to the Buyer recertifying and remaking the warranties and representations contained in Section 6 below as of the Closing Date; (g) Buyer shall execute and deliver a written certificate to Seller recertifying and remaking the warranties and representations contained in Section 7 below as of the Closing Date; (h) Seller shall execute and deliver to Buyer a customary non-foreign person affidavit pursuant to Section 1445 and 1446 of the Internal Revenue Code, as amended (i) To the extent so required by Lender, the parties hereto shall execute and deliver the Lender Consent; and (j) Each party hereto shall execute and deliver such other documents and instruments that shall reasonably be required to consummate the transactions contemplated herein.

Closing Deliveries at Closing. Subject to the satisfaction or waiver of the conditions set forth in Article 4 herein, the closing of the contribution of the Conversion Shares for Units contemplated by this Agreement (the "CLOSING") shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP at 1285 Avenue of ▇▇▇ Americas, New York, ▇▇▇ York ▇▇▇▇▇, immediat▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ such Closing occurs, the "CLOSING DATE"). At the Closing, each Contributing Shareholder shall deliver to Parent the stock certificate(s) evidencing the Conversion Shares to be contributed by it under this Agreement, in each case together with stock powers duly endorsed in blank or a lost stock affidavit in form and substance reasonably acceptable to Parent, against the issuance by Parent to such Contributing Shareholder of the Units to be acquired by such Contributing Shareholder, which issuance shall be evidenced by appropriate notations on the membership interest ledger of Parent.

Closing Deliveries at Closing. (a) CMD shall deliver to Investor Shareholder each of the following: (i) share certificates of the Consideration Shares and such other evidence of the entry of the Investor Shareholder (or its designated nominees) into the register of shareholders of CMD; and (ii) such other customary documents as Investor Shareholder may reasonably request and may be required to give effect to this Agreement; (b) Investor Shareholder shall deliver to CMD each of the following: (i) duly executed transfer forms in respect of the transfer of each of the Asia Dairy I Assets and Asia Dairy II Assets, accompanied by the certificates for each of the Asia Dairy I Assets and Asia Dairy II Assets and all other documents which may be required to give good title to each of the Asia Dairy I Assets and Asia Dairy II Assets or which may be necessary to enable CMD to procure the registration of each of the Asia Dairy I Assets and Asia Dairy II Assets in the name of CMD; (ii) an original resignation of each director of Asia Dairy I and Asia Dairy II designated by Investor Shareholder with effect from the Closing Date, each such resignation to be executed under seal and confirm that the resigning director has no claims whatsoever against Asia Dairy I and Asia Dairy II, respectively; (iii) a copy of the special resolutions of the shareholders of Asia Dairy I in respect of the adoption by Asia Dairy I of the Restated Articles I which shall be effective on or prior to Closing; (iv) a copy of the special resolutions of the shareholders of Asia Dairy II in respect of the adoption by Asia Dairy II of the Restated Articles II which shall be effective on or prior to Closing; and (v) such other customary documents as CMD may reasonably request and may be required to give effect to this Agreement.

Closing Deliveries at Closing. (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place simultaneously at the offices of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom, ▇▇9 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ 10:00 a.m., local time, and Fran▇ ▇▇▇▇▇▇▇▇, ▇▇tary, Berlin, Germany (the "Notary") on the second business day after which all of the conditions set forth in Article VIII are satisfied or, to the extent permitted by applicable Law, waived, or on such other date and at such other time and place as HWI and the Lemmerz Shareholders shall agree (the date on which the Closing actually occurs being referred to herein as the "Closing Date"). (b) At the Closing, the Lemmerz Shareholders shall cause Newco Holding to deliver, or cause to be deliv-

Closing Deliveries at Closing. 3.1 The Closing and the Phase I and

Closing Deliveries at Closing. (a) The closing of the transactions contemplated by this Agreement (the "Closing") shall be held at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, located at ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ West, Suite 2500, Montréal, Québec, commencing at 10:00 a.m., Montréal time (or such other time as the parties may agree) on the Closing Date. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser: (i) a certificate or certificates evidencing all of the Purchased Securities duly endorsed in blank for transfer or accompanied by powers of attorney for the transfer of the Purchased Securities duly executed in blank, in either case, by the holder of record, together with evidence satisfactory to Purchaser that Purchaser has been entered in the applicable securities register and register of transfers of the Partnership and the General Partner as the holder of record of the Purchased Securities; (ii) certified copies of (A) the limited partnership agreement in respect of the Partnership, (B) the charter documents and by-laws of the General Partner, (C) all resolutions of the board of directors or shareholders, as applicable, of each of the General Partner and Seller approving the entering into and completion of the transactions contemplated by this Agreement, the Asset Transfer Agreement, the Supply Agreement and the Power Purchase Contracts Assignment Agreement, as applicable, (D) all resolutions of the board of directors of MPCo approving the entering into of the Load Transfer Agreement, and (E) a list of the officers and directors of the General Partner authorized to sign agreements together with their specimen signatures; (iii) a certificate of status with respect to each of the Partnership, the General Partner, Seller and ACI issued by the appropriate government official of their respective jurisdiction of organization; (iv) the certificate referred to in Section 6.2(c); (v) copies of all consents, approvals or waivers required in connection with the consummation of the transactions contemplated by this Agreement, including the authorization of the Ministère du développement durable, de l'Environnement et des Parcs for the transfer of all permits and certificates required by Environmental Laws, in all cases to the extent obtained by Seller or MPCo, as applicable, prior to the Closing; (vi) copies of the records and minutes books of the Partnership and the General Partner to the extent such records and books are in the possession of Seller or any of its Af...

Closing Deliveries at Closing. 11.1. The Closing ("Closing") shall take place at the offices of Settlement Agent at 10:00 a.m. on the Closing Date. Closing shall not be deemed to have been concluded until all the requirements of this Article 11 have been satisfied.

Closing Deliveries at Closing. The closing of this Agreement, shall occur at a place and time mutually acceptable to Seller and Purchaser two (2) Business Days after the satisfaction of the condition referred to in Article IV.