Transactions on the Closing Date Clause Samples

Transactions on the Closing Date. Subject to the terms and on the conditions of this Agreement, at or before Closing, each of the following transactions (the "Closing Transactions") shall be consummated in the following order (and only upon the completion of the transaction set forth in the paragraph immediately prior to it): (a) Conversion of 237 Park L.P. (i) LTLP, Metropolis, 237 GP Corp. and 237 Park L.P. shall, and LTLP, Metropolis and 237 GP Corp. shall cause 237 Park L.P. to, (A) take all actions necessary in order to effect the conversion of 237 Park L.P. from a Delaware limited partnership to a Delaware limited liability company, and (B) immediately following such conversion, appoint OHSP as the manager (and submit to OHSP the written resignation of each other manager, if any) of 237 Park LLC, and amend its certificate of formation to reflect such changes.

Transactions on the Closing Date. (a) At the Closing, the Seller will deliver to the Purchaser each of the certificates and other documents contemplated by Section 7.2 hereof. (b) At the Closing, the Purchaser will deliver to the Seller (i) each of the certificates and other documents contemplated by Section 7.3 hereof and (ii) $73,000,000 by wire transfer in immediately available funds to the account or accounts designated by the Seller.

Transactions on the Closing Date. On the date that CVP fixes (hereinafter the “Closing Date”), which shall be (i) within the course of ten (10) calendar days (hereinafter “Days”) following the date on which the Transfer Decree is published in the Official Gazette of the Republic, and (ii) notified to Harvest Vinccler at least five (5) Days in advance, the Parties shall effect the following transactions with the Mixed Company: (A) Forty billion Bolívares (Bs. 40,000,000,000) must be contributed in cash by the Parties in proportion to their stock ownership in the Mixed Company, by means of wire transfers of funds to the bank account of the Mixed Company that it designates; (B) Harvest Vinccler shall (i) transfer to the Mixed Company ownership of all of the tangible assets located in the Republic that are owned by Harvest Vinccler and utilized in connection with the operations derived from the Operating Agreement prior to the Closing Date, which are listed in Annex G, and (ii) exercise its best efforts to assign to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to the petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date, and are listed in Annex G, it being understood that all contracts that are not listed in such Annex shall be maintained under the exclusive responsibility of Harvest Vinccler; and (C) CVP shall (i) ensure that the tangible assets of PPSA that are used in the activities carried out under the Operating Agreement, which are listed in Annex H, are immediately made available to the Mixed Company for the carrying out of its activities, and that thereafter ownership thereof is transferred as soon as possible to the Mixed Company, complying with applicable legal formalities, (ii) exercise best efforts to ensure that PPSA assigns to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date and are listed in Annex H, and (iii) ensure that PPSA enters into the Contract for Sale and Purchase of Hydrocarbons with the Mixed Company in accordance with the form attached hereto as Annex K. It is understood and agreed that the assets and rights referred to in clauses (B) and (C) of this Article 1.4 shall be transferred to the Mixed Company in the condition in whi...

Transactions on the Closing Date. (a) At the Closing, the Company will deliver to ARAC the following: (i) a General Indenture of Conveyance, Assignment and Transfer substantially in the form of Exhibit B attached hereto duly executed by the Company in favor of ARAC and all such other deeds, bills of sale, assignments, or other instruments of transfer and conveyance as shall be necessary or appropriate, in the reasonable judgment of ARAC, to transfer title to and possession of all of the Purchased Assets to ARAC, and the Company shall take all other steps as may be necessary to put ARAC in actual control of all of the Purchased Assets. The Company shall make available to ARAC all documents (or copies thereof) and other data, technical or otherwise, which are owned by the Company which relate to the Purchased Assets or to the Business and which will be necessary for the conduct of the Business after the Closing Date, including, without limitation, such books of accounts and financial records as ARAC may reasonably request; (ii) an employment agreement dated the Closing Date duly executed on behalf of ARAC in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit C (together with the "Restrictive Letter" and any other exhibits attached thereto, the "Employment Agreement"); (iii) restrictive letters dated the Closing Date duly executed by ▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ substantially in the form of Exhibit D attached hereto (the "Non-Compete Agreements"); (iv) an opinion of counsel to the Company and the Shareholders in form and substance satisfactory to ARAC; (v) an unaudited balance sheet of the Company as of August 31, 1997 (the "Reference Balance Sheet Date"), together with a written statement describing any significant changes in financial condition since the Balance Sheet Date; and (vi) such other certificates and documents as may be reasonably requested by ARAC or their counsel. (b) At the Closing, ARAC will deliver to the Company the following: (i) the Cash Consideration; (ii) the Questron Shares; (iii) the Note; and (iv) an Instrument of Assumption relating to the Assumed Liabilities in the form of Exhibit E annexed hereto.

Transactions on the Closing Date. On the Closing Date, subject to the terms and conditions hereof:

Transactions on the Closing Date. (a) At the Closing the Exchanging Stockholders and HTR, as the case may be, shall deliver to the Acquirors the following: (i) the Certificate of Merger executed by HTR; (ii) stock certificates, evidencing all of the HTR Shares, in each case endorsed in blank or with an executed blank stock power attached, and with all necessary stock transfer tax stamps attached thereto; and (iii) each of the certificates, instruments and other documents and agreements contemplated by Article 8 hereof. (b) At the Closing the Acquirors shall deliver to the Exchanging Stockholders and HTR, as the case may be, the following: (i) the Certificate of Merger executed by HTR Acquisition; (ii) (A) an irrevocable instruction letter to UOL's transfer agent, instructing it promptly to issue stock certificates and (B) either (1) promissory notes or (2) cash payments evidencing the Merger Consideration set forth in Section 2.4(b); and (iii) each of the certificates, instruments and other documents and agreements contemplated by Article 7 hereof.

Transactions on the Closing Date. (a) At the Closing, the Company will deliver, or cause to be delivered, to QDL and/or Questron the following: (i) each of the certificates and documents contemplated by Article 7; and (ii) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron. (b) At the Closing, QDL and/or Questron will deliver to the Company and/or the Shareholders the following: (i) the Initial Cash Consideration; (ii) the stock certificates representing the Closing Shares; (iii) each of the certificates and documents contemplated by Article 8; and (iv) such other certificates, documents, instruments and agreements as the Company shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to the Company. (c) At the Closing, wire transfers from or on behalf of QDL will be made to the entities listed on Schedule 2.5 (c) (the "Schedule 2.5(c) Creditors") in the aggregate amounts set forth on Schedule 2.5(c), which amount shall represent all of the outstanding indebtedness of the Company owed to those Schedule 2.5 Creditors as of the Closing Date (the "Schedule 2.5(c) Debt").

Transactions on the Closing Date. On the Closing Date, the Sellers shall deliver to the Purchaser the following documents: (a) An executed Deed of Stock Transfer from each of the Sellers, transferring its portion of the Shares to the Purchaser, together with a duly completed and executed notice of such transfer to the Israeli Registrar of Companies, all of the foregoing in form and substance acceptable for filing with the Israeli Registrar of Companies; (b) Copies of letters sent by Epsilor to the Investment Center of the Ministry of Industry and Trade, giving notice of the transfer to the Purchaser of the Shares, and copies of its approvals in principle of this transaction; and (c) An opinion of counsel to the Sellers, attached as Exhibit 2.2(c) to this Agreement.

Transactions on the Closing Date. (a) At the Closing, Sellers will deliver to Buyer the following: (i) stock certificates, in form suitable for transfer, registered in the name of each Seller, evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and with any necessary stock transfer tax stamps attached thereto; (ii) all stock certificates, stock books, stock transfer ledgers, minute books and the corporate seals of the Company; (iii) resignations of all of the directors and officers of the Company; and (iv) each of the certificates and documents contemplated by Article 6. (b) At the Closing, Buyer will deliver to Sellers the following: (i) the Cash Consideration and the Notes; and (ii) each of the certificates and documents contemplated by Article 7.