As of the Closing the Shareholder shall have delivered to the Buyer a written notice confirming that each of the conditions to the Shareholder's obligations under this Agreement that are specified in Section 6.3 have been satisfied or waived by the Shareholder.
As of the Closing. Seller shall pay to all Offered Employees who accept employment with Buyer as of the Closing any and all liabilities relating to or arising out of their employment with Seller prior to the Closing or the termination of that employment, including without limitation any payments and benefits due to such Continuing Employees as accrued salary, vacation pay, bonus, commissions, reimbursable business expenses or other forms of compensation.
As of the Closing. (i) Except as set forth in a letter to be delivered by the Acquired Entities to Republic no later than 10 days after the date hereof, with respect to each taxable period of each Acquired Entity, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against any Acquired Entity; (iii) no Acquired Entity has consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) no Acquired Entity has requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or threatened against or with respect to any Acquired Entity regarding Taxes; (vi) no Acquired Entity has made an election or filed a consent under Section 341(f) of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Effective Date; (vii) there are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of any Acquired Entity; (viii) no Acquired Entity will be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Effective Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) beginning after the Effective Date or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Effective Date; (ix) no Acquired Entity has been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) no Acquired Entity is a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Tax...
As of the Closing. (l) An officers certificate setting forth a copy of the resolutions adopted by Company's Board of Directors authorizing the terms of this Stock Purchase Agreement, the transactions contemplated herein and the Closing and certifying as to the authority of the officers executing this Stock Purchase Agreement and any documents to be delivered by Purchaser at the Closing.
As of the Closing. Date and except as set forth on Exhibit “E”, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation in any material respect of the securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Collateral Agent, or the Collateral Agent, as an agent of the Collateral Agent, of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by Laws affecting the offering and sale of securities generally and those that have been obtained or made and are in full force and effect.
As of the Closing it is estimated that Kryptosima will have significant accounts payable, and will have a need to immediately purchase additional equipment and telecomm lines. The agreed-to plan of action is for Kryptosima to receive sufficient operating funds from Bentley each month beginning October 1 to meet its monthly operating expenses, plus pay off 1/8 of this debt each month as shown in Schedule B. If Bentley is for any reason unwilling or unable to transfer this amount of cash to Kryptosima on the 1st of any month during the first 12 months following The Closing, and becomes more than 30 days past due, then the former owners of Kryptosima shall have a right to, and Bentley shall immediately take all necessary steps to affect, a registration by Bentley to lift the trading restriction on their stock.
As of the Closing. After Closing and completion of the audit (or the review and acceptance) by the Parent's independent certified public accountants (which shall be completed within sixty (60) days of the Closing), the Book Value Amount shall be adjusted up or down as finally determined in accordance with Section 1.3.1, and each party shall pay in cash to the other within fifteen (15) days after the Book Value Amount is finally determined such amounts as may be necessary to give effect to the correct Book Value Amount, as finally determined. Except for any payments required by the immediately preceding sentence, payments due hereunder with respect to any adjustments to the Book Value Amount under this Subsection 1.4.2 shall be paid by delivery on the applicable determination date (i.e. within one hundred fifty (150) days after Closing in the case of accounts receivable and within two hundred forty (240) days after Closing in the case of inventory) of one or more promissory notes which shall bear interest at the rate of eight percent (8%) per annum and shall mature on the Second Installment payment date. Amounts due under the notes may be set-off against any installments due to Shareholders under Subsection 1.2.2 hereof. Any account receivable or inventory which results in a reduction in Book Value Amount under this Subsection 1.4.2 shall be assigned to the Shareholders upon execution by Shareholders of the promissory note referred to above.
As of the Closing. (i) the Buyer, based upon its due diligence review of the Company, shall have determined in its discretion that the assets, business and prospects of the Company are suitable for the Buyer's intended purposes; (ii) the Buyer shall have secured financing for the transactions contemplated by this Agreement in an amount and upon terms acceptable to the Buyer in its discretion; (iii) Buyer, at its sole and exclusive option, shall have obtained the opinion of an investment banker confirming to the Buyer's satisfaction that the terms and conditions of this Agreement are fair to the Buyer and its shareholders; and (iv) the Board of Directors of the Buyer shall have approved of the transactions contemplated by this Agreement.
As of the Closing. As of the Closing, upon filing of the Amended Charter and after giving effect to the Transactions, (i) the authorized capital stock of the Company will consist of 200,000,000 Class A Common Shares and 20,000,000 Class B Common Shares, of which (A) 99,764,706 Class A Common Shares will be issued and outstanding, consisting of 47,700,000 CD&R Investor Shares, 990,000 SNW Shares and 51,074,706 CMH Shares (or as may be appropriately adjusted in the event that an SNW Failure Notice shall have been delivered pursuant to Section 1.2(d)), (B) 4,156,863 Class A Common Shares will be reserved for issuance under the Unilever Warrant; and (C) no Class B Common Shares will be reserved for issuance and (ii) no shares of capital stock of the Company will be held by the Company in its treasury or by the Company’s Subsidiaries. The Class A Common Shares to be held by CD&R Investor, SNW and CMH will have been duly authorized and, when issued, sold and delivered in accordance with this Agreement and the Amended Charter, will be validly issued, fully paid, non-assessable, free of preemptive rights and restrictions on transfer and other Liens, other than such restrictions on transfer as may be imposed by the Stockholders Agreement, and will be issued in accordance with applicable securities and other Laws, assuming the accuracy of the representations and warranties of CD&R Investor, CMH and SNW in Articles 3, 4 and 5, respectively. Upon delivery of and payment for the Shares in accordance with the terms and conditions of this Agreement, each of CMH, SNW and CD&R Investor will acquire good and valid title to all of their respective Shares, free and clear of any Lien.