Common use of On Closing Clause in Contracts

On Closing. (a) Buyers shall pay the Cash Purchase Price as adjusted as set forth in Clause 4.2.2(a) and (b) to the Bank Account in USD in the manner specified in Clause 4; (b) Ampco shall execute the Note Sale and Purchase Agreement; (c) Ampco shall issue the Converting Note and the Notes to SHB and deliver to SHB the Converting Note and the Notes dated the date of the Closing and registered in the name of SHB; (d) immediately following endorsement and transfer of the Converting Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement and the automatic conversion of the Converting Note into the Consideration Shares, Ampco shall deliver to Altor a duly executed share certificate representing the Consideration Shares registered in the name of Altor or a copy of an account statement issued by Ampco’s transfer agent, evidencing a book entry notification for the Consideration Shares in the name of Altor; (e) immediately following endorsement and transfer of the Altor Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement, Ampco shall register the Altor Note in the name of Altor; (f) Ampco shall execute the Shareholder Support Agreement; (g) Buyers shall, on behalf of ÅAB, pay or cause the payment of the Bank Pay-Off Amount to the Bank Account; (h) Buyers shall confirm that the R&W Insurance Premium has been paid to the R&W Insurance Company in accordance with the invoice attached hereto as Schedule 7.3.2(g); and (i) Buyers shall procure that extraordinary shareholders’ meetings in the the Acquired Companies are held, at which (i) all board members and deputy board members of each Acquired Company (other than employee representatives) shall be removed and new board members and deputy board members shall be elected, and, if applicable, (ii) the auditor of each Acquired Company shall be removed and new auditor shall be elected.

On Closing. (a) Buyers Falconbridge, the Seller and each FNA Group member shall pay take all necessary corporate action to cause, upon Closing, the Cash Purchase Price resignation of any director or officer of each FNA Group member and shall deliver in respect of each such resigning officer or director either (x) an executed release dated with effect as adjusted as set forth of the Closing releasing and forever discharging each FNA Group member of which such person was an officer or director from all actions, causes of action, suits, debts, duties, obligations, covenants, contracts, liabilities, claims and demands whatsoever which such director or officer has or shall or may have for or by reason of or in Clause 4.2.2(aany way arising out of any cause, matter or thing whatsoever or (y) and (b) to the Bank Account an indemnity in USD in the manner specified in Clause 4respect thereof; (b) Ampco Falconbridge and Seller shall execute deliver or cause to be delivered: (i) a certified copy of the Note Sale resolutions of the board of directors of each of Falconbridge and Purchase the Seller, as applicable, approving the execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; (cii) Ampco shall issue a certificate of a senior officer of Falconbridge that, to the Converting Note best of such officer's knowledge and except as such officer may therein specify (such exception to be without prejudice to any rights which Acquirer may have with respect to the matters exempted), the representations and warranties herein of Falconbridge and the Notes to SHB Seller are true and deliver to SHB the Converting Note and the Notes dated the date correct as of the Closing Date and that each of Falconbridge and the Seller have performed all of their covenants and agreements to be performed hereunder on or prior to the Closing Date; (iii) duly registered share certificates endorsed in the name of SHB; (d) immediately following endorsement and the Acquirer, or as it may direct in writing, or other instrument evidencing the transfer to the Acquirer or its Affiliate of the Converting Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement and the automatic conversion of the Converting Note into the Consideration Shares, Ampco shall deliver to Altor a duly executed share certificate representing the Consideration FNA Group Shares registered in the name of Altor or a copy of an account statement issued by Ampco’s transfer agent, evidencing a book entry notification for the Consideration Shares in the name of Altor; (e) immediately following endorsement and transfer of the Altor Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement, Ampco shall register the Altor Note in the name of Altor; (f) Ampco shall execute the Shareholder Support Agreement; (g) Buyers shall, on behalf of ÅAB, pay or cause the payment of the Bank Pay-Off Amount to the Bank Account; (h) Buyers shall confirm that the R&W Insurance Premium has been paid to the R&W Insurance Company in accordance together with the invoice attached hereto as Schedule 7.3.2(g)related minute books; and (iiv) Buyers a certificate from a senior officer of Falconbridge dated as of the earlier of the Closing Date and the date on which Inco first takes up shares of Falconbridge under the Inco Offer confirming, to the best of such officer's knowledge, that no Material Adverse Change shall procure that extraordinary shareholders’ meetings in have occurred since the Balance Sheet Date with respect to the Acquired Companies are held, at which (i) all board members condition of the Divested Business and deputy board members of each Acquired Company (other than employee representatives) shall be removed and new board members and deputy board members shall be elected, and, if applicable, (ii) the auditor of each Acquired Company shall be removed and new auditor shall be electedFNA Group taken as whole.