Closing of the Transaction and the Share Purchase Agreement Sample Clauses

Closing of the Transaction and the Share Purchase Agreement. The Share Purchase Agreement was signed in March 2016 and closing of the Transaction was at 29 April 2016. The Share Purchase Agreement was negotiated between representatives of the Company, on behalf of the Subsidiary, and representatives of the Vendor. The main elements in the Share Purchase Agreement were structured as follows:  The acquisition was carried out by means of a transfer of 100 % of the shares in the Target  The estimated purchase price for the shares in the Target was paid on the closing date in cashThe purchase price is subject to auditing and adjustment 45 business days after the closing date of the Transaction  The purchase price was based on an agreed Gross Real Estate Value of SEK 740,000,000  The Gross Real Estate Value was reduced due to deferred tax by an estimated amount of approximately SEK 28,039,000  The Company paid, through the Subsidiary, for 15 % of the losses in the Target, estimated to SEK 15,000,000, equalling SEK 2,250,000, which increased the purchase price (Tax Loss Carry Forward)  As security for the Vendor's obligations under the Share Purchase Agreement, the Vendor will hold SEK 10 million of the purchase price on escrow until 1 May 2017 The Share Purchase Agreement for the acquisition of the Target was entered into with the Vendor as seller and the Subsidiary as buyer. The purchase price, which was paid on the closing date was a preliminary amount based on a pro forma balance sheet. The final purchase price will be calculated based on the closing accounts to be prepared by the Vendor and reviewed by the Target's auditor and the Company 45 business days after the closing date. The Share Purchase Agreement contains warranties regarding the Target, the Property, the Lease Agreements and tax, collectively deemed by the Group and its legal advisors to be in line with Swedish market practice with customary limitations regarding the Vendor’s liability for breach of warranties and in respect of thresholds and time limits for making claims. The maximum liability of the Vendor will also apply to the tax warranties.
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Related to Closing of the Transaction and the Share Purchase Agreement

  • Closing of the Securities Purchase (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held at such time or date that is agreed to in writing by the Seller and the Company (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Company shall mutually agree in writing.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Ancillary Documents (a) Project Co shall not:

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