Closing Actions Clause Samples

Closing Actions. On the Closing Date, upon satisfaction or waiver of the conditions to Closing set forth in Sections 8.1 and 8.2, the following shall occur: (i) The Buyer shall pay the Closing Consideration to the Sellers by wire transfer of immediately available funds and, subject to receipt of the Closing Consideration, the Sellers shall deliver to the Buyer, duly signed and executed share transfer forms for transfer of the Company Common Shares to the Buyer as well as the original share certificates duly endorsed pertaining to all of the Company Common Shares, free and clear of all Liens, other than restrictions of general applicability under applicable securities Laws or ownership Laws of India, including in respect of foreign ownership. (ii) The Sellers, the Company and the Buyer shall complete and deliver necessary forms and documents in respect of the Company Common Shares including Form FC-TRS, consent letters, undertakings and other documents required to be submitted pursuant to the Form FC-TRS, file the aforementioned documents with the concerned authorized dealer and the Company shall procure the requisite endorsement on the Form FC-TRS pursuant to applicable Law. Thereafter, a complete set of the Form FC-TRS, duly endorsed, shall be handed over to the Board of Directors of the Company (the “Board of Directors”) for its necessary action pursuant to clause (iii) below. (iii) The Company shall cause a meeting of the Board of Directors at which the Board of Directors shall take note of, approve and register the transfer of the Company Common Shares from the Sellers to the Buyer and authorize relevant persons for carrying out relevant notings/changes in all the corporate records of the Company, including the register of members to reflect the Buyer as the legal and beneficial owner of the Company Common Shares. (iv) The Sellers shall deliver or ensure the delivery of the following documents to the Buyer: A. duly stamped equity share certificates endorsed in favor of the Buyer in respect of the Company Common Shares;

Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug): (a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date; (b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing: (i) Dr. Nedim Cen as member of the supervisory board of the Company; (ii) ▇▇. ▇▇▇▇▇▇▇ ▇. Feldt as member of the supervisory board of the Company; (iii) Mr. Michael El-Hillow as member of the supervisory board of the Company; (iv) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (v) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and (vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ as member of the supervisory board of the Company; (c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members; (d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3; (e) payment by Purchaser of the Purchase Price to the Sellers in cash; (f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account; (g) [****] (the “Sellers’ Cash Contribution”)]; (h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account; (i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account; (j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account; (k) delivery by Seller 3 of a fax confirmat...

Closing Actions. 7.2.1 On the Closing Date, the Parties shall perform the following actions (the “Closing Actions”): (i) the Seller shall confirm the outstanding amount, including any interest accrued, under the Additional Funding, if any, that must be repaid on the Closing Date in order to fully repay and terminate the shareholder loan in respect of the Additional Funding (the “Outstanding Amount”); (ii) if the W&I Insurance has been entered into by the Closing Date, (a) the Seller shall deliver to the Purchaser a copy of the Bring-Down Certificate, and (b) the Purchaser shall deliver to the Seller evidence of the fact that the W&I Insurance includes an express waiver from the W&I Insurer of any rights of subrogation as set forth in Clause 13.2.4; (iii) the Purchaser shall pay the Purchase Price to the Seller by transferring the amount set out in Clause 3.1 to the Seller by means of a wire transfer of immediately available funds to the bank account of such Seller as notified by it to the Purchaser; (iv) the Purchaser shall pay the Outstanding Amount, if any, to the Seller by transferring the amount notified to it pursuant to Clause 7.2.1 (i) to the Seller by means of a wire transfer of immediately available funds to the bank account of the Seller as notified by it to the Purchaser; (v) following receipt of the Purchase Price, the Seller shall deliver to the Purchaser a written statement confirming receipt of the Purchase Price; (vi) following receipt of the Outstanding Amount under the Additional Funding, if any, the Seller shall deliver to the Purchaser a written statement confirming receipt thereof and confirming the repayment and termination of the underlying shareholder loan; (vii) the Seller shall deliver evidence to the Purchaser that the pledge on the Shares pursuant to a share pledge agreement dated 20 November 2023 between the Seller as security provider and KBC Bank NV as security agent has been fully and irrevocable released; (viii) the Purchaser and the Seller shall record and sign the transfer of the Shares by the Seller to the Purchaser in the share register of the Company; (ix) the Seller shall deliver to the Purchaser a duly signed letter pursuant to which the Seller grants Euronav a priority right for certain commercial opportunities, substantially on the terms as included in Schedule 7.2.1(ix), and Euronav shall countersign such letter for acceptance; (x) to the extent necessary, the Parties shall sign an assignment agreement pursuant to which the Seller...

Closing Actions. On the Closing Date, (i) each Investor shall pay the pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement to the Company, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall irrevocably instruct the Company’s transfer agent to deliver to each Investor who has so paid the pro rata Purchase Price one or more stock certificates, evidencing the Shares duly executed on behalf of the Company and registered in the name of the Investor, within three (3) Business Days after the Closing.

Closing Actions. All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent, and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to the Closing).

Closing Actions. (a) In accordance with Section 2.5(e), Purchaser shall make the following payments: (i) to Sellers, an amount equal to the Purchase Price minus the Indemnity Escrow Amount; (ii) to People’s United Bank, National Association, as escrow agent of the parties hereto (the “Escrow Agent”), an amount equal to the Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”). (b) At the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Assets, held or owned by Seller Parent as of the Closing. (c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Land, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a ▇▇▇▇ of sale in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”) duly executed by ▇▇▇▇ Markets transferring the tangible Personal Property included in the Transferred Assets; (ii) with respect to each parcel of owned Real Property included in the Transferred Assets, a deed of special warranty in form and substance satisfactory to Purchaser (each, a “Deed”), duly executed and notarized by the applicable Seller; (iii) with respect to each Deed, real property transfer tax returns, duly executed and notarized by the applicable Seller; (iv) with respect to that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Thomaston Land; (v) the Escrow Agreement, duly executed by Seller Parent; (vi) the Transition License Agreement, duly executed by Seller Parent; (vii) the Transition Services Agreement, duly executed by the relevant parties; and (viii) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement. (d) At the Closing, Purchaser shall deliver to Sellers each of the following: (i) the Assignment and Assumption of Lease, duly executed by Purchaser; (ii) the Escrow Agreement, duly executed by Purchaser; (iii) the Transition License Agreement, du...

Closing Actions. Simultaneously with, or immediately following, this Agreement becoming effective, the respective parties thereto shall enter into each other Transaction Document and the following actions shall be taken and the following deliveries shall be made (such actions and deliveries, the “Closing Actions”): (a) First, LIN-Texas shall contribute to Station Venture, and Station Venture shall accept from LIN-Texas, $100,000,000. (b) Second, in partial payment of the Loan (as defined in the Credit Agreement), Station Venture shall pay to GE Capital an aggregate amount equal to (i) $100,000,000 plus (ii) the amount of accrued but unpaid interest under the Credit Agreement as of the date of this Agreement (the payment of the amount described in clause (ii), the “Interest Payment”); provided that, if GE and LIN would be obligated pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, to pay or cause to be paid any amounts to Station Venture in respect of the Interest Payment (assuming that the Interest Payment was payable on the date of this Agreement under the Credit Agreement), then (x) NBCH shall pay to Station Venture an amount equal to the aggregate amount payable by GE and LIN pursuant to the GE Shortfall Funding Agreements and the LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (y) Station Venture shall issue a promissory note payable to NBCH in the amount of NBCH’s payment pursuant to the foregoing clause (x). For all purposes of this Agreement, (1) the payment made pursuant to clause (x) of the immediately preceding sentence shall constitute a GE Shortfall Funding and (2) the promissory note issued pursuant to clause (y) of the immediately preceding sentence shall constitute a GE Shortfall Funding Agreement. (c) Third, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally release and discharge LIN from its obligations under the Guarantee and LIN-Texas from its obligations under the Guarantor Pledge Agreement and (ii) acknowledges and agrees that the Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall be required by any other Person to effect such terminations. (d) Fourth,...

Closing Actions. Each of the actions required to be taken pursuant to Section 3.2 or otherwise to effect the transactions contemplated hereby, including the payment of the Buyer's Membership Interest Purchase Price, shall have been duly performed and complied with, and Seller shall have received satisfactory evidence of any and all such actions.

Closing Actions. Concurrently with and in exchange for the closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below: (a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a); (b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser); (c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank; (e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date; (f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date; (g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable); (h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former memb...