Closing Obligation Sample Clauses

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Closing Obligation. If the Company and the Sellers have completed all of their respective obligations hereunder, and all of the conditions precedent to the obligations of Buyer to Closing under Article 7 are satisfied (other than obligations and conditions that are to be satisfied by actions taken at the Closing), and Buyer does not proceed with the Closing, then the Company and the Sellers shall be entitled to pursue any right or remedy available to them under the circumstances, in equity, including, without limitation, the right of specific performance to enforce the closing of this Agreement.
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Closing Obligation. At the Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall deliver to Buyer the original executed Assignments and Seller shall execute and deliver to Buyer such other instruments as may be required to convey the Properties to Buyer in accordance with this Agreement. (b) Seller shall deliver or make arrangements to be delivered to Buyer all of Seller’s right, title and interest in and to the Data, and (b) all documents, records, maps, seismic interpretations and data, logs, scout tickets, engineering data, will files, land, accounting and marketing contracts, files and records (the “Records”) that relate to, describe or affect the Assets. (c) Seller and Buyer shall execute and deliver the Preliminary Settlement Statement setting out all adjustments to the Properties Purchase Price as of the Closing Date. (d) Buyer shall deliver to Seller or to the lienholder as agreed between the Parties, to the accounts and in the amounts designated by Seller in the Preliminary Settlement Statement, by direct bank or wire transfer in same day funds, the Adjusted Total Purchase Price reflected in the Preliminary Settlement Statement agreed upon by the Parties. (e) Seller shall deliver to Buyer the certificates referred to in Section 6.5. (f) Seller shall deliver to Buyer the items referred to in Section 6.9. (g) Seller shall deliver on forms supplied by Buyer transfer orders or letters in lieu thereof directing all purchasers of production to make payment to Buyer of proceeds attributable to production from the Assets after the Closing Date. (h) Buyer shall deliver to Seller the certificate referred to in Section 7.5. (i) Energytec shall provide Buyer with executed change of operator forms on all ▇▇▇▇▇ (active or inactive) operated by Energytec on the Properties as required by applicable law in the jurisdiction where the Property is located, to effect a change of operator for the Properties, subject to any applicable operating agreement with non-selling co-owners. (j) Immediately after the Closing, Buyer shall notify all non-operators, oil and gas buyers, governmental agencies and royalty owners that it has purchased the Properties and Seller and Buyer shall execute any necessary transfer orders. (k) Third Party Owners shall delver to Buyer such ...
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Closing Obligation. Subject to the terms and conditions of this Agreement, YRC and Company expect to proceed to the Closing in substantial accordance with the Planning Schedule; provided that, if the Closing does not occur on or before the “Outside Closing Date” of December 15, 2020, then, absent an agreement to extend the Outside Closing Date, either YRC or Company may elect to terminate this Agreement by delivery of written notice to the other party. The Closing date shall be established mutually by YRC and Company, and the Closing may be conducted via electronic means.
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Closing Obligation. REBKEE CO. acknowledges that at certain times, Purchaser’s intended use will require the use of additional parking spaces located on other property REBKEE CO. (or an affiliate of REBKEE CO.) is acquiring that is adjacent to the Property. REBKEE CO. agrees to permit Purchaser (including its invitees) to use at least 1,000 parking spaces adjacent to the Property in connection with Purchaser’s intended use. To the extent an affiliate or subsidiary of REBKEE CO. owns the property on which such parking spaces are located, REBKEE CO. will cause such affiliate or subsidiary to be bound by the terms of this Section XII. Upon mutual agreement, the parties may memorialize the terms of this Section XII in a separate cross-parking agreement. The provisions of this Section XII will survive closing. {Counterpart signature pages follow} {Counterpart signature page 1 of 2} WITNESS the following signature and seal: SELLER: Rebkee Co., a Virginia corporation By: (SEAL) Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President COMMONWEALTH OF VIRGINIA CITY OR COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this day of , 2019, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President of Rebkee Co., a Virginia corporation, on behalf of the corporation. My commission expires Notary Public No. {Counterpart signature page 2 of 2} WITNESS the following signature and seal: # Date Initials PURCHASER: COUNTY OF HENRICO, VIRGINIA a political subdivision of the Commonwealth of Virginia By: (SEAL) Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: County Manager COMMONWEALTH OF VIRGINIA CITY OR COUNTY OF , to-wit: The foregoing instrument was acknowledged before me this day of ▇▇▇▇▇▇▇▇▇▇, County Manager of the County of Henrico, Virginia. My commission expires Notary Public No. Henrico County Real Property Department Under Supervision of the Henrico County Attorney’s Office ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Title Insurance Company: Portions of GPIN Nos. ▇▇▇-▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇ & ▇▇▇-▇▇▇-▇▇▇▇ Consideration: $8,300,00.00 Assessment:
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Closing Obligation. At the Closing, the following events shall occur: (a) Sellers and Buyer shall execute, acknowledge and deliver to each other the Assignment and B▇▇▇ of Sale in substantially the form attached as Annex “E” conveying the Assets to Buyer; (b) Sellers and Buyer shall execute, acknowledge and deliver transfer orders or letters-in-lieu thereof directing all parties paying for production to make payment to Buyer of proceeds attributable to production from the Leasehold Interests after the Effective Time (to the extent such proceeds have not previously been disbursed to Sellers); (c) Buyer shall, or shall cause the person its designates as the new operator to, execute, acknowledge, and deliver to Sellers the Texas Railroad Commission Form P-4 for each unit and well comprising a part of the Assets necessary to transfer operations with respect to such units and w▇▇▇▇ to Buyer or its designee, and Sellers shall, or shall cause the current operator to, execute and timely thereafter file such Forms with the Texas Railroad Commission; (d) Buyer shall pay the Initial Adjusted Purchase Price to Sellers; (e) Sellers shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement; and (f) Buyer shall execute such other instruments and take such other action as may be necessary to carry out its obligations under this Agreement.
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Closing Obligation. The Parties acknowledge and agree that LSB's or its subsidiaries' obligation to acquire and pay for the LSB Acquired Assets is conditioned only upon the closing of the acquisition by ON of the Acquired Assets other than the LSB Acquired Assets, and that LSD or its subsidiaries are unconditionally obligated to acquire the LSD Acquired Assets if ON consummates its acquisition of the Acquired Assets (exclusive of the LSD Acquired Assets).
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Closing Obligation. 8.1 After the Closing, the Target Company and the NIO Parties undertake that, during the performance of this Agreement, they shall have the obligation to promptly, completely and accurately disclose to the Investors or the Directors appointed by the Investor with respect to their breaches of the representations, warranties and covenants hereunder. 8.2 Unless acting in accordance with the Transaction Documents or with the prior written consent of the Investors, the Target Company and the NIO Parties covenant that the Target Company and other Group Members will at all times: 8.2.1 Carry out operations in the ordinary course, and maintain its normal business partnership with customers to ensure that the goodwill and operations of the Group Members will not suffer from the Material Adverse Effect after the Closing Date; 8.2.2 To regulate the related-party transactions, and none of the Affiliates of the Group Members shall infringe upon the interests of the Group Members through related-party transactions and dealings; 8.2.3 Perform executed contracts, agreements or other documents relating to the assets and business of the Group Members in a timely manner; 8.2.4 Guarantee that the Target Company and other Group Members will continue to operate legally, and obtain and maintain the governmental approval documents and other permits and consents necessary for their operation; and 8.2.5 Promptly notify the Investor in writing of any event, fact, condition, change or other circumstances that have had or may have Material Adverse Effect on the Target Company or other Group Members. 8.3 After the Closing Date, the Target Company shall immediately establish a sound financial system, including but not limited to financial internal control system, in order to ensure that the internal financial authorization of the Company is clear, financial data and records are accurate and the financial treatment complies with the PRC Laws and internal management rules of the Company; and prohibit use of personal accounts for receipts and payments of the Company. 8.4 The NIO Parties warrant that when NIO Co., Ltd. and Anhui Jianghuai Automobile Group Limited by Shares sign a supplementary agreement or renew the cooperation agreement for automobile manufacturing cooperative factories, such agreement shall further specify the mechanism for loss subsidy, assumption and recovery of product quality liability, and the adjustment mechanism for single vehicle processing costs. 8.5 NIO HK and N...
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Closing Obligation 
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Related to Closing Obligation

  • 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”).

  • Purchaser’s Closing Obligations On the Closing Date, Purchaser, at its sole cost and expense, will deliver the following items to Seller at Closing as provided herein: (a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3; (b) A counterpart original of the Assignment of Leases, duly executed by Purchaser; (c) A counterpart original of the Assignment, duly executed by Purchaser; (d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so; (e) Written notice, in the form of Exhibit K, executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the "Tenant Notice Letters"); (f) A counterpart original of the Closing Statement, duly executed by Purchaser; (g) Counterpart originals of the transfer tax declarations, each duly executed by Purchaser; (h) A certificate, dated as of the date of Closing, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein) or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.2(c). If, despite changes or other matters described in such certificate, the Closing occurs, Purchaser's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (i) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

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