Closing Transaction. Subject to the conditions set forth in Sections 7.1 and 7.2, the Parties will consummate the following transactions (including the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities, the “Closing Transactions”) at the Closing:
Closing Transaction. If Buyer or its Affiliates desire to exercise the Post-Closing Right of First Refusal, it shall give written notice (the “Notice of Exercise”) to that effect to the Post-Closing Selling Party within thirty (30) days after the Post-Closing Transfer Notice is delivered to Buyer. The Post-Closing Right of First Refusal shall be exercisable at the price and upon the payment and other terms set forth in the Post-Closing Transfer Notice, unless otherwise agreed to in writing by Buyer and the Post-Closing Selling Party.
Closing Transaction. 6 2.4 Delivery of Purchase Price after the Closing........................................ 7 2.5 Closing Balance Sheet............................................................... 10 2.6 Post-Closing Adjustment of Purchase Price........................................... 11
Closing Transaction. 5 Code ............................................................... 5
Closing Transaction. At the Closing, the Seller Parties and the Buyer Parties will consummate the following transactions (collectively, the “Closing Transactions”): (i) the Seller Parties will deliver to the Buyer Parties and the Escrow Agent, as applicable, the various certificates, instruments, and documents referred to in Section 8.1 below, and (ii) the Buyer Parties will deliver to the Escrow Agent and the Seller Parties, as applicable, the Preliminary Purchase Price and the various certificates, instruments, and documents referred to in Section 8.2 below.
Closing Transaction. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) Seller (or its applicable Subsidiary) and Buyer shall consummate the Share Purchase in accordance with Section 2.01 and (b) immediately following the Share Purchase, (i) Seller shall cause ELIC and Buyer shall cause the Company to enter into the Reinsurance Agreement and the Trust Agreement, (ii) Seller and Buyer shall direct the Trustee to enter into the Trust Agreement, (iii) the Guarantor will enter into the Guarantee, (iv) Seller shall cause ELIC to transfer to the Trust Account, on behalf of the Company, free and clear of all Liens (other than Permitted Liens or Liens created under the Reinsurance Agreement or the Trust Agreement), the Transferred Assets, (v) Buyer shall or shall cause the Company to transfer to the Trust Account free and clear of all Liens (other than Permitted Liens or Liens created under the Reinsurance Agreement or the Trust Agreement), Investment Assets meeting the requirements of the Reinsurance Agreement that have an aggregate Fair Market Value (as defined in the Reinsurance Agreement) at least equal to the amount by which the Estimated Initial Required Balance exceeds the Estimated Initial Premium and (vi) the parties shall otherwise cause the transactions contemplated thereby to occur on the Closing Date to be consummated.
Closing Transaction. All stock transfers or encumbrances made hereunder shall be consummated through and delivery shall be made at the offices of the Corporation, and all instruments, documents and stock certificates required shall be signed or endorsed on or before the closing date and shall be delivered to the Corporation. The purchaser or lender, if other than the Corporation, shall deposit the purchase price or loan (or the initial payment, if there are deferred installments) with the Corporation on or before the closing date. When all parties have complied, the Corporation shall deliver at its principal office the purchase price or loan to the seller, an original or signed copy of all documents and instruments to all of the parties to the transaction, and certificates representing the stock transferred to the purchaser or lender according to the terms of any pledge or security agreement.
Closing Transaction. In consideration of $10 now paid by Magellan to the Vendor and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by the Vendor) the Vendor acknowledges that after the Closing the Purchaser intends to sell, assign, transfer and convey the Purchased Shares to Magellan and Magellan intends to purchase the Purchased Shares from the Purchaser in reliance on the representations and warranties and covenants of the Vendor in this Agreement and the Vendor agrees with Magellan that it may do so.
Closing Transaction. (a) On the terms and subject to the conditions set forth in this Agreement, the parties agree to consummate the following closing transactions on the Closing Date:
Closing Transaction. 9 ARTICLE IV
