Other Transactions Occurring at the Closing Clause Samples

Other Transactions Occurring at the Closing. In addition to the deliveries to be made at the Closing pursuant to Sections 5.2 and 5.3: 5.6.1. The Company will execute and deliver the Company Release. 5.6.2. The Principal Stockholder will execute and deliver the Principal Stockholder Release. 5.6.3. RCGI will deliver certificates representing the 399 Venture Shares to 399 Venture. 5.6.4. 399 Venture will deliver the Debentures to RCGI.
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Other Transactions Occurring at the Closing. In addition to the deliveries to be made at the Closing pursuant to Sections 5.2 and 5.3: (a) on or prior to the Closing Date, all amounts owed to or by related parties of the General Partners, the Company or any of the Subsidiaries (excluding intercompany accounts among the General Partners, the Company and the Subsidiaries) shall be paid in full. Any Seller shall make payment by directing that a portion of such Seller’s share of the Estimated Closing Amount in an amount equal to the aggregate amount which is payable by such Seller pursuant to this Section 5.5(a) be paid by Purchasers directly to the Company on such Seller’s behalf; and (b) at the Closing, the Company shall pay to the employees of the Company who are entitled thereto the amount which will become payable on the Closing Date under the Company’s Long Term Performance Unit Plan, as amended and restated as of August 1, 2006, which amounts shall be treated as Debt for purposes of this Agreement.
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Other Transactions Occurring at the Closing. In addition to the deliveries to be made at the Closing pursuant to Sections 5.2 and 5.3: 5.4.1 Seller and the Company shall complete the Unrelated Asset and Liabilities Transfers. 5.4.2 Each Company Member will enter into a release in a form attached hereto as Exhibit F, whereby such Company Member will irrevocably discharge and forever release IMC Global, Seller and their respective shareholders, directors, officers and employees (in their capacities as shareholders, directors, officers and employees of each of Seller and such Company Member) from any and all liabilities, obligations, actions, causes of action, claims or other matters, whether known or unknown, arising or accruing on or prior to the Closing Date, other than those claims arising from this Agreement or the Ancillary Documents or reflected on the Closing Balance Sheet. 5.4.3 Seller will enter into a release in a form attached hereto as Exhibit G, whereby Seller will irrevocably discharge and forever release each Company Member and their respective shareholders, directors, officers and employees (in their capacities as shareholders, directors, officers and employees of each of Seller and such Company Member) from any and all liabilities, obligations, actions, causes of action, claims or other matters, whether known or unknown, arising or accruing on or prior to the Closing Date, other than those claims arising from this Agreement or the Ancillary Documents or reflected on the Closing Balance Sheet. 5.4.4 The Company, IMC Kalium Ltd. and IMC-Agrico Company will enter into a Supply Agreement in the form attached as Exhibit H hereto (the "Supply Agreement). 5.4.5 The Company and IMC-Agrico Company will enter into a Warehousing Agreement in the form attached as Exhibit I hereto (the "Phosphate Warehousing Agreement"). 5.4.6 The Company and IMC Kalium Ltd. will enter into a Warehousing Agreement in the form attached as Exhibit J hereto (the "Potash Warehousing Agreement" and, together with the Phosphate Warehousing Agreement, collectively, the "Warehousing Agreements" or, individually, a "Warehousing Agreement").
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Other Transactions Occurring at the Closing. In addition to the deliveries to be made at the Closing pursuant to Sections 5.2 and 5.3, on or prior to the Closing Date; (a) the Stockholders who are obligated under Stockholder Notes and Loans shall pay, and the Stockholders whose designees are obligated under Stockholder Loans and Notes shall cause such designees to pay, the entire outstanding principal amount thereof and all accrued and unpaid interest thereon in full; (b) the Stockholders shall cause the principal and all accrued interest under all loans made by AIMCOR to Germany LP and Luxembourg LP to be paid in full; (c) AIMCOR and Consumer Products shall enter into a Trademark License Agreement in the form attached hereto as Exhibit J, pursuant to which and subject to the terms thereof AIMCOR shall grant to Consumer Products the perpetual, royalty-free license to use the AIMCOR(R) ▇▇▇▇ on the terms and conditions set forth therein; (d) AIMCOR, Consumer Products and the Stockholders Committee shall enter into a Services Agreement in the form attached hereto as Exhibit K; (e) the Stockholders, Germany LP and Luxembourg LP, Purchaser and the Escrow Agent shall enter into the Escrow Agreement; (f) Purchaser shall deposit with the Escrow Agent the monies necessary to fund the Escrows; and (g) the Stockholders' Committee shall cause the employment of all employees located at AIMCOR's Denver, Colorado corporate office to be transferred to one or more entities controlled by ▇▇▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ and/or members of their respective families, without cost to the AIMCOR Group.
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Related to Other Transactions Occurring at the Closing

  • Transactions at the Closing The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

  • Transactions to be Effected at the Closing (a) At the Closing, ParentCo shall deliver to the Transferors: (i) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this Agreement

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • 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.

  • 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”).