Common use of The Closing Transactions Clause in Contracts

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver to the Seller the Closing Cash Consideration, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller prior to the Closing; (b) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness set forth on the Closing Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness at least two (2) Business Days prior to the Closing; (c) the Seller shall deliver to the Purchaser the stock certificate representing all of the Shares, free and clear of all Liens other than applicable federal and state securities law restrictions, which certificate shall be endorsed to the Purchaser or accompanied by a stock power executed in blank; (d) the Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Company at least two (2) Business Days prior to the Closing; and (e) the Purchaser, the Company and the Seller shall make such other deliveries as are required by Article III.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver the Closing Payment to the Seller the Closing Cash Consideration, Sellers by wire transfer of immediately available funds to the account(s) accounts designated on, and in writing by accordance with, the Seller prior to the ClosingDistribution Allocation Schedule; (b) the Purchaser shall repay, or cause to be repaid, on behalf of deposit the Company and its Subsidiaries, all amounts necessary to discharge fully Representative’s Fund Amount with the then outstanding balance of all Indebtedness set forth on the Closing Indebtedness Schedule, Representative by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness at least two (2) Business Days prior to the ClosingRepresentative’s Account; (c) the Seller Sellers shall deliver cause the Company to record the transfer of the Securities to the Purchaser the stock certificate representing all of the SharesPurchaser, free and clear of all Liens (other than applicable federal and state securities law restrictions, which certificate shall be endorsed to Liens created or imposed by the Purchaser or accompanied by a stock power executed in blankany applicable securities Laws), upon the books of the Company; (d) (i) the Purchaser shall payrepay the Indebtedness set forth on Schedule 2.02(d)(i) (the “Specified Sub Debt”) and (ii) subject to Section 2.04, the Purchaser shall repay the Indebtedness set forth on Schedule 2.02(d)(ii) (the Indebtedness in this clause (ii), the “Other Sub Debt”); (e) the Purchaser shall pay or cause to be paid, paid any unpaid Transaction Expenses on behalf of the Seller Sellers and the Company (Company, as applicable), the Transaction Expenses by wire transfer of immediately available funds funds, as directed by the Company at least two (2) Business Days prior to the Closing; provided, that with respect to any such amounts that constitute Employee Payments subject to withholding Taxes, the Purchaser shall cause the Company or one of its Subsidiaries to make such payments on or as soon as practicable after the Closing Date through the payroll system of the Company or such Subsidiary, less applicable withholding Taxes; and (ef) the Purchaser, the Company and the Seller Sellers shall make such other deliveries as are required by Article III.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto Parties shall consummate the following transactions (at the “Closing Transactions”) on the Closing DateClosing: (a) the Purchaser Company and Merger Sub shall deliver cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) in accordance with Section 2.4, Parent shall deliver, or cause to be delivered, the Closing Paying Agent Amount as set forth in the Estimated Closing Statement to the Seller the Closing Cash ConsiderationPaying Agent, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller prior to the ClosingPaying Agent; (bc) in accordance with Section 2.3, Parent shall deliver, or cause to be delivered, the Purchaser aggregate Per Option Closing Merger Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options by wire transfer of immediately available funds to the account designated in writing by the Company; (d) in accordance with Section 2.5, Parent shall deliver, or cause to be delivered, to the Representative, the Representative Amount, by wire transfer of immediately available funds to the Representative; (e) in accordance with Section 2.12, Parent shall deliver, or cause to be delivered, to the Escrow Agent the Escrow Amount, by wire transfer of immediately available funds to the Escrow Account; (f) Parent shall repay, or cause to be repaidrepaid all amounts, or take such other action, on behalf of the Company and its SubsidiariesVH Companies, all amounts necessary to discharge fully the then outstanding balance of all Company Indebtedness set forth on and such other outstanding obligations of the Closing Indebtedness ScheduleVH Companies under the Credit Facilities, by wire transfer of immediately available funds to the account(s) designated by the holders of such Company Indebtedness at least two and such other outstanding obligations or take such other permitted action pursuant to the applicable Payoff Letter; (2g) Business Days the Company shall deliver to Parent (i) dated not earlier than 10 days prior to the ClosingClosing Date, a statement in accordance with Treasury Regulations sections 1.1445-2(c)(3) and 1.897-2(h) certifying that the Company is not, and has not been, a “United States real property holding corporation” for purposes of sections 897 and 1445 of the Code and (ii) the notification to the IRS described in Treasury Regulations section 1.897-2(h)(2) regarding delivery of the statement referred to in the preceding clause (i), signed by a responsible corporate officer of the Company; (ch) Parent, Merger Sub and the Seller Company shall deliver to the Purchaser the stock certificate representing all of the Shares, free and clear of all Liens make such other than applicable federal and state securities law restrictions, which certificate shall be endorsed to the Purchaser or accompanied deliveries as are required by a stock power executed in blank;Article VII hereof; and (di) the Purchaser Parent shall pay, or cause to be paid, on behalf of the Seller and Company, the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Company at least two (2) Business Days prior to the Closing; and (e) the Purchaser, the Company and the Seller shall make such other deliveries as are required by Article IIIRepresentative.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver or cause to be delivered to the Seller Paying Agent an amount in cash equal to the result (i) the Closing Cash ConsiderationPayment Amount, minus (ii) the Closing Equity Award Payment Amount; (b) the Purchaser shall deliver, or cause to be delivered, to the Company a cash amount, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller prior to the Closing; (b) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness set forth on the Closing Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) an account designated by the holders of such Indebtedness Company at least two (2) three Business Days prior to the ClosingClosing Date, equal to the Closing Equity Award Payment Amount; (c) the Seller Purchaser shall deliver issue or transfer, or cause to be issued or transferred, to the Purchaser Company Unitholders and the stock certificate representing all of LGC Stockholders set forth on Annex I, the Shares, free and clear of all Liens other than applicable federal and state securities law restrictionsStock Merger Consideration as set forth on the Payment Schedule, which certificate shall may be endorsed represented by book-entry interests or one or more certificates issued to the Purchaser or accompanied by a stock power executed each such Company Unitholder and LGC Stockholder, in blankeither case, at Purchaser's election; (d) the Purchaser shall pay, or cause to be paid, on behalf of the Seller and Sellers, the Company (as applicable)and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Company Transaction Expenses to be paid at the Closing, by wire transfer of immediately available funds as directed funds, to the account(s) designated by each Person to whom such Company Transaction Expenses are to be paid and delivered in writing by the Sellers Representative or the Company to Purchaser at least two (2) three Business Days prior to the Closing; andClosing Date; (e) the Purchaser, the Company and Sellers Representative or the Seller Company, as applicable, shall make such other deliveries as are required by Article IIIII hereof.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (at the “Closing Transactions”) on the Closing DateClosing: (a) the Purchaser Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) Parent and/or Bank shall deliver or cause to the Seller be delivered to Stockholder the Closing Cash Consideration, by wire transfer of immediately available funds to the account(s) an account or accounts designated in writing by the Seller prior Stockholder to the ClosingParent; (bc) Leasing shall deliver or cause to be delivered to Parent stock or share certificates, together with duly executed stock powers (or other evidence of transfer), representing all of the Purchaser outstanding capital stock (or shares in the share capital) of the Designated Subsidiaries (the “Designated Subsidiary Certificates”); (d) Parent and/or Bank shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness set forth on the Closing Indebtedness Payoff Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness at least two (2) Business Days prior to the ClosingIndebtedness; (ce) the Seller shall deliver to the Purchaser the stock certificate representing all of the Shares, free and clear of all Liens other than applicable federal and state securities law restrictions, which certificate shall be endorsed to the Purchaser or accompanied by a stock power executed in blank; (d) the Purchaser Parent and/or Bank shall pay, or cause to be paid, on behalf of the Seller and the Company (as applicable)Company, the Transaction Expenses by wire transfer of immediately available funds as directed in writing by the Company at least two (2) Business Days prior to the ClosingStockholder; and (ef) the PurchaserParent, Bank, Leasing and the Company and the Seller shall make such other deliveries as are required by Article III.

The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (a) the Purchaser shall deliver to the Seller the Closing Cash Consideration, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller prior to the Closing; (b) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness indebtedness for borrowed money, if any, set forth on the Closing Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness at least two (2) Business Days prior to indebtedness for borrowed money in the Closingapplicable Payoff Letter; (c) the Seller shall deliver to the Purchaser the stock certificate representing all of the Shares, free and clear of all Liens other than applicable federal and state securities law restrictions, which certificate shall be endorsed to the Purchaser or accompanied by a stock power executed in blank; (d) the Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Company (as applicable), the Transaction Expenses (all of which are set forth on the Transaction Expenses Schedule) by wire transfer of immediately available funds as directed by the Company at least two three (23) Business Days prior to the Closing; (d) the Purchaser shall deposit with the Escrow Agent, the Escrow Deposit by wire transfer of immediately available funds in accordance with Section 1.06 hereunder; and (e) the Purchaser, the Company and the Seller shall make such other deliveries as are required by Article III.