Closing Post Closing Clause Samples
Closing Post Closing. 46
8.1 City’s Closing Documents 46 8.2 HUPEG Entities’ Closing Documents 48 8.3 Extension of Closing Date 51 8.4 Electronic Registration 51 9.1 Notices 52 9.2 City as Regulatory Authority 53 9.3 Obligations as Covenants 53 9.4 Covenants of HUPEG 53 9.5 One Voice for HUPEG Entities 54 9.6 Fees and Costs 54 9.7 Index and Headings 54 9.8 Invalidity of Provisions 54 9.9 Successors and Assigns 54 9.10 Designating Applicable HUPEG Entities 54 9.11 Tender 55 9.12 Amendment of Agreement 55 9.13 Further Assurances 55 9.14 Entire Agreement 55 9.15 Time of Essence 56 9.16 Planning Act 56 9.17 No-Merger 56 9.18 Governing Law 56 9.19 Counterparts 56 9.20 MOU Superseded 56 9.21 Relationship of the Parties 56 THIS AGREEMENT made as of the 26th day of October, 2021. B E T W E E N: WHEREAS the capitalized words used herein have the meaning ascribed thereto in Section 1.1 unless the context otherwise requires; AND WHEREAS in December, 2017 Hamilton City Council (“City Council”) adopted a motion to seek opportunities (the “Initiative”) for private sector participation in the redevelopment of the Arena, the Concert Hall and the Convention Centre (collectively, the “Entertainment Venues”) in a manner that would eliminate the City’s subsidization of those three venues; AND WHEREAS ▇▇▇▇▇ responded to the Initiative by proposing, at its own cost, to redevelop or renovate, as applicable, the Entertainment Venues (and take on the ongoing capital and operating requirements of those facilities, with no subsidy from the City (except as specifically provided in this Agreement or the Closing Documents) (the “Revitalization Plan”) in consideration of the transfer of certain lands and other consideration from the City, all in accordance with the terms set out in this Agreement; AND WHEREAS ▇▇▇▇▇ delivered to the City a proposed memorandum of understanding with respect to ▇▇▇▇▇’s proposed Revitalization Plan and the transactions that may result therefrom and, following approval by City Council, the City executed such memorandum of understanding (the “MOU”); be a HUPEG Person), each to carry out the Revitalization Plan with respect to an Entertainment Venue and HUPEG will carry out the development of the Development Properties;
Closing Post Closing. 4.1. The closing of the transactions contemplated hereunder (the “Closing”) will take place on the date hereof, unless another date is agreed to in writing by the parties (the “Closing Date”). The Closing shall take place at Buyer's offices located at 2▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, unless another place is agreed to in writing by the parties.
4.2. After the Closing, as reasonably requested by Buyer, Seller shall provide reasonable assistance to the Buyer and its accountants and attorneys in connection with the preparation of financial reports and tax returns of Buyer as they relate to the Transferred Assets. Selling Parties shall be reimbursed for all expenses and costs incurred by them in providing such assistance. Selling Parties will not be required to provide any assistance or disclose any information with respect to matters taken adverse to the interests or which may be taken adversely to the interests of the Selling Parties.
4.3. The Selling Parties shall, from time to time, at Closing or at any time thereafter, do or procure the doing of all such acts and/or execute or procure the execution of all such documents, in a form reasonably satisfactory to Buyer, as Buyer may reasonably consider necessary for giving full effect to this Agreement and securing to Buyer the full benefit of the rights, powers, and remedies conferred upon Buyer in this Agreement.
4.4. Seller shall promptly, but no later than 10 business days after the Closing Date, transfer or deliver to Buyer any of the Transferred Assets delivered to, or retained or received by, Seller after the Closing Date.
4.5. Immediately following the Closing, Seller shall cooperate and comply with any and all strategies, policies and steps reasonably necessary, appropriate or desirable, related to Buyer's communications and interactions with contributors to and supervisors of the community known as the “Wiki Answers Community” (the “Community”) for the purpose of preserving the community aspects of the web property known as w▇▇.▇▇▇▇▇▇▇.▇▇▇ and w▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “FAQ Farm Websites”) and ensuring the continuity of active Community participation by Internet users, including, but not limited to, those steps as set forth on Exhibit B attached hereto.
4.6. Immediately following the Closing, Seller undertakes to complete the required documentation in order to complete and execute the assignment of ownership to Buyer of the domain names, registered trademarks, trademark applications...
Closing Post Closing. Closing
7.1 No later than three (3) Business Days prior to the Closing, the Purchaser will furnish the Company with details of an account maintained with a TASE member, in which the Purchased Shares will be deposited, including the name of the holder of the account and the account number (hereinafter the “Account”). Such Account shall either be in the name of the Purchaser, or in the name of the financial institution with which the Purchaser opened a securities account and that has entered into a custodian agreement with the TASE member governing the holding of the Purchased Shares through such TASE member. Initials Bayer: Page 11 of 21 Initials Evogene:
7.2 The Purchaser will wire transfer the Investment Amount in U.S. dollars to the Company’s bank account as detailed below: First International Bank Swift Code: ▇▇▇▇▇▇▇▇▇▇▇ Ramat Hachayal Branch, Branch no. 121 Payable to: Evogene Ltd. Account no. 600555 Bank telephone number: +▇▇▇-▇-▇▇▇-▇▇▇▇ Bank facsimile number: +▇▇▇-▇-▇▇▇-▇▇▇▇
7.3 If required by the Law for the Encouragement of Research and Development in Industry, 1984, or any other applicable laws and regulations, the Purchaser will deliver to the Company an executed copy of an Undertaking towards the Israeli Chief Scientist of the Ministry of Industry, Trade and Employment (the “OCS”) substantially in the form attached hereto as Exhibit 7.3 or in any other form required by the OCS with respect to all OCS funded projects which are still ongoing and/or from which royalties are still due and payments are made.
7.4 The Company shall deliver to the Purchaser a letter from the Company’s Chief Executive Officer confirming that (i) the Board of Directors of the Company has approved the transaction and the issuance of the Purchased Shares to the Purchaser, and (ii) the Company’s representations and warranties herein are true and correct as of the Closing Date as though made again at the Closing Date, subject to the qualification set forth in Section 6.2(i) above, and that the Company has performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing.
7.5 The Company shall deliver to the Purchaser the following documents:
(i) A copy of the share certificate registered in the name of the Nominee Company representing the Purchased Shares (the “Share Certificate”);
(ii) A copy of the approval by the TASE for registration of the Purchased Shares for trading;
(iii) A copy of th...
Closing Post Closing