Common use of Closing Delivery and Payment Clause in Contracts

Closing Delivery and Payment. (a) The Buyback Closing shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as VW and the Company shall agree, at 9:00 a.m. (local time) on, (i) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is exercised, the later of (A) the date of the closing of such over-allotment option and (B) the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied or (ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is not exercised, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied. (b) On the Buyback Closing Date, VW shall deliver to the Company such instruments of transfer, in form and substance reasonably satisfactory to the Company, as shall be sufficient to transfer the Buyback Shares to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt of the instruments of transfer to be delivered to it), the Company shall pay to VW in immediately available funds to the account(s) designated by VW, an amount equal to (i) the aggregate Purchase Price for the Buyback Shares plus (ii) the amount of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of (A) the amount of the Registration Fees (as defined in Section 2.4) plus (B) the amount of the Pre-registration Expenses (as defined in Section 8.1). (c) At the Buyback Closing, counsel to VW shall deliver its opinion to the Company as to the matters set forth in Sections 4.1(a) and 4.3(ii) and (iii), in form and substance substantially similar to the enforceability and conveyance opinions delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback Closing Date. (d) At the Buyback Closing, counsel to the Company shall deliver its opinion to VW, as to the matters set forth in Section 4.1(a), in form and substance substantially similar to the enforceability opinion delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback Closing Date.

Closing Delivery and Payment. (a) The Buyback Closing consummation of the transactions described in Section 2.1 (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ at 10:00 A.M., local time, two Business Days after the day upon which all the conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that the occurrence of the Closing is subject to the satisfaction or waiver of those conditions), or at such other time and place as VW Buyer and Sellers’ Agent acting on behalf of Sellers may agree in writing. The date on which the Closing occurs is called the “Closing Date” and the Company shall agree, at 9:00 a.m. (local time) on, (i) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is exercised, the later of (A) the date of the closing of such over-allotment option and (B) the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be deemed to have occurred at 11:59 p.m. on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied or (ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is not exercised, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfiedDate. (b) On The Parties agree that the Buyback Closing Dateseveral payments of immediately available United States Dollar funds contemplated by Section 2.1 (other than Section 2.1(v)) shall, VW shall deliver after taking into account the offsetting of payments to the Company such instruments of transfer, in form be received and substance reasonably satisfactory to the Company, as shall be sufficient to transfer the Buyback Shares to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt made by each of the instruments of transfer to individual Parties and other Persons, be delivered to it), effected by the Company shall pay to VW in immediately available funds to the account(s) designated by VW, an amount equal to (i) the aggregate Purchase Price for the Buyback Shares plus (ii) the amount making of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of (A) the amount of the Registration Fees (as defined in Section 2.4) plus (B) the amount of the Pre-registration Expenses (as defined in Section 8.1). (c) At the Buyback Closing, counsel to VW shall deliver its opinion to the Company as to the matters wire transfers set forth in Sections 4.1(aAnnex 2.2(b) and 4.3(ii) and (iii), in form and substance substantially similar on the Closing Date to the enforceability and conveyance opinions delivered accounts specified by the respective payees in such counsel Annex at least three (3) Business Days prior to the Closing Date. The making of the payments by any Party of all of the payments required of such Party pursuant to Annex 2.2(b) shall constitute fulfillment of such Party’s obligation to make (or to cause to be made) the payments of immediately available United States Dollar funds required of such Party under Section 2.1(other than Section 2.1(v)). Each of the Parties hereto appoints the Paying Agent as its agent with respect to the making of the wire transfers described in connection Annex 2.2(b). Each of the Parties agree that some or all of the Parties may enter into a separate paying agency, funds flow or other agreement with the Underwriting Paying Agent (and, as the case may be, the lenders under the Acquisition Financing Agreement, and dated as ) with respect to the actions of the Buyback Paying Agent on the Closing Date. (d) At the Buyback Closing, counsel to the Company shall deliver its opinion to VW, as to the matters set forth in Section 4.1(a), in form and substance substantially similar to the enforceability opinion delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback Closing Date.

Closing Delivery and Payment. (a) The Buyback Closing shall take place at the offices of ▇▇▇▇Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 191▇▇, ▇▇ ▇▇ ▇▇▇h o▇▇▇▇ & ▇▇ace as ▇▇▇ ▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇:▇▇ ▇▇▇, or at such other place as VW and the Company shall agree, at 9:00 a.m. .m. (local time) on, (i) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is exercised, the later of (A) the date of the closing of such over-allotment option and (B) the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied or (ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is not exercised, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied. (b) On the Buyback Closing Date, VW shall deliver to the Company such instruments of transfer, in form and substance reasonably satisfactory to the Company, as shall be sufficient to transfer the Buyback Shares to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt of the instruments of transfer to be delivered to it), the Company shall pay to VW in immediately available funds to the account(s) designated by VW, an amount equal to (i) the aggregate Purchase Price for the Buyback Shares plus (ii) the amount of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of (A) the amount of the Registration Fees (as defined in Section 2.4) plus (B) the amount of the Pre-registration Expenses (as defined in Section 8.1). (c) At the Buyback Closing, counsel to VW shall deliver its opinion to the Company as to the matters set forth in Sections 4.1(a) and 4.3(ii) and (iii), in form and substance substantially similar to the enforceability and conveyance opinions delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback Closing Date. (d) At the Buyback Closing, counsel to the Company shall deliver its opinion to VW, as to the matters set forth in Section 4.1(a), in form and substance substantially similar to the enforceability opinion delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback Closing Date.

Closing Delivery and Payment. (a) The Buyback Closing delivery of the Shares and payment therefor (the "Closing") shall take place at the offices of ▇▇▇▇▇▇Parker, Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPL.L.P., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. local time, on April 1, 1998 or at such other date, time and place as VW and upon which the Company parties hereto shall mutually agree, at 9:00 a.m. (local time) on, (i) if . The date on which the over-allotment option described in Section 2(d) of Closing occurs is called the Underwriting Agreement is exercised, the later of (A) the date of the closing of such over-allotment option and (B) the 30th day following the Public "Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied or (ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is not exercised, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfiedDate". (b) On At the Buyback Closing Date, VW Closing: (i) Seller shall deliver to Buyer (A) certificates representing the Shares, duly endorsed and in form for transfer to Buyer, (B) the stock books, stock ledgers, minute books and corporate seals of the Company such Group; and (C) the following documents: (1) bills of sale, assignments and other instruments of transferrelating to and evidencing the Related Transactions, each in form and substance reasonably satisfactory to Buyer, duly executed by the CompanySeller Parties or other members of the Retained Group, as shall be sufficient to transfer the Buyback Shares case may be; (2) the Related Agreements, duly executed by the Seller Parties or other members of the Retained Group, as the case may be; (3) assumption agreements and other instruments relating to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt assumption of the instruments of transfer Excluded Liabilities pursuant to be delivered to itSection 6.12(b), each in form and substance reasonably satisfactory to Buyer; (4) good standing certificates with respect to the Seller Parties and the Company shall pay Group, dated within 15 days of the Closing Date, of the Secretaries of State of the States in which each of the Seller Parties is organized and of the States in which each member of the Company Group is organized or qualified to VW in immediately available funds to the account(s) designated by VW, an amount equal to transact business; and (i5) the aggregate Purchase Price for the Buyback Shares plus certificates, resignations, consents, approvals, waivers, forms, evidence, opinions and other documents described in paragraphs (a), (b), (e), (f), (g) and (h) of Section 7.1; and (ii) the amount of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of Buyer shall deliver to Seller Parties (A) the amount payment of the Registration Fees (Purchase Price as defined provided in Section 2.4) plus 2.1(b), and (B) the amount following documents: (1) the Related Agreements, duly executed on behalf of Buyer or the Company Group, as the case may be; (2) good standing certificate with respect to the Buyer, dated within 15 days of the Pre-registration Expenses Closing Date, of the Secretary of State of the State of Delaware; and (as defined 3) the certificates, consents, approvals, waivers and opinions described in paragraphs (a), (d) and (e) of Section 8.1)7.2. (c) At On the Buyback ClosingClosing Date, counsel to VW shall deliver its opinion to all intercompany accounts between any member of the Company as to Group, on the matters set forth in Sections 4.1(a) and 4.3(ii) and (iii), in form and substance substantially similar to the enforceability and conveyance opinions delivered by such counsel in connection with the Underwriting Agreementone hand, and dated as any member of the Buyback Closing Date. (d) At Retained Group, on the Buyback Closingother hand, counsel to the Company shall deliver its opinion to VW, as to the matters set forth in Section 4.1(a), in form and substance substantially similar to the enforceability opinion delivered by such counsel in connection with the Underwriting Agreementbe canceled, and dated the respective amounts shall be recorded as of the Buyback Closing Datecontributions to capital.

Closing Delivery and Payment. The delivery of the Shares and the payment of the Purchase Price (athe “Closing”) The Buyback Closing shall take place at the offices of ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ at 10:00 A.M. New York time on the fifth Business Day after the date on which all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or at such other place as VW and waiver of those conditions) are satisfied or waived (the Company shall agreedate on which all of the conditions are satisfied or waived, at 9:00 a.m. (local time) onthe “Satisfaction Date”); provided, (i) however, that if the over-allotment option described in Section 2(d) Issuance has not occurred prior to the Satisfaction Date, Buyer may elect, by delivery of written notice to Seller within one Business Day after the Underwriting Agreement is exercisedSatisfaction Date, to postpone the later of Closing until a date not more than 45 days after the Satisfaction Date; provided, further, that if the Buyer so notifies Seller, (A) the date conditions to the Closing set forth in Sections 7.2(a), 7.2(b) and 7.2(f) (and any right of the closing of such over-allotment option Buyer to terminate this Agreement pursuant to Section 8.1(b), 8.1(d) or 8.1(e)) shall be deemed to be irrevocably waived by Buyer and (B) the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date Cash Consideration shall be increased by an amount of interest (calculated at 30 day LIBOR in effect on the next succeeding Business DaySatisfaction Date as reported in the Wall Street Journal) or as soon thereafter as practicable for the period between the fifth day after the conditions set forth in Section 5 have been satisfied or (ii) if the over-allotment option described in Section 2(d) of the Underwriting Agreement is Satisfaction Date to, but not exercisedincluding, the 30th day following the Public Closing Date (unless such day is not a Business Day, in which case the Buyback Closing Date shall be on the next succeeding Business Day) or as soon thereafter as practicable after the conditions set forth in Section 5 have been satisfied. (b) On the Buyback Closing Date, VW shall deliver . The date on which the Closing occurs is hereinafter referred to as the Company such instruments of transfer, in form and substance reasonably satisfactory to the Company, as shall be sufficient to transfer the Buyback Shares to the Company, and in exchange therefor (and upon receipt of confirmation from the Company's transfer agent of its receipt of the instruments of transfer to be delivered to it), the Company shall pay to VW in immediately available funds to the account(s) designated by VW, an amount equal to (i) the aggregate Purchase Price for the Buyback Shares plus (ii) the amount of the Underwriting Commission Fees (as defined in Section 3.3), if any, minus (iii) the sum of (A) the amount of the Registration Fees (as defined in Section 2.4) plus (B) the amount of the Pre-registration Expenses (as defined in Section 8.1). (c) At the Buyback Closing, counsel to VW shall deliver its opinion to the Company as to the matters set forth in Sections 4.1(a) and 4.3(ii) and (iii), in form and substance substantially similar to the enforceability and conveyance opinions delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback “Closing Date”. (d) At the Buyback Closing, counsel to the Company shall deliver its opinion to VW, as to the matters set forth in Section 4.1(a), in form and substance substantially similar to the enforceability opinion delivered by such counsel in connection with the Underwriting Agreement, and dated as of the Buyback Closing Date.