Documentation and Closing Sample Clauses

Documentation and Closing. SECTION 2.01. The Closing SECTION 2.02. Purchaser Closing Conditions SECTION 2.03. Seller Closing Conditions SECTION 2.04. Effect of Certain Waivers of Closing Conditions ARTICLE III Representations and Warranties of Seller SECTION 3.01. Organization SECTION 3.02. Authority; Enforceability SECTION 3.03. Non-Contravention SECTION 3.04. Governmental Consents SECTION 3.05. Capital Stock of the Companies SECTION 3.06. Subsidiaries SECTION 3.07. Financial Statements SECTION 3.08. Absence of Certain Changes SECTION 3.09. No Undisclosed Material Liabilities SECTION 3.10. Material Contracts SECTION 3.11. Compliance with Laws and Court Orders SECTION 3.12. Litigation SECTION 3.13. Title SECTION 3.14. Sufficiency of the Acquired Assets SECTION 3.15. Intellectual Property Rights SECTION 3.16. Licenses and Permits SECTION 3.17. Tax Matters SECTION 3.18. Employee Plans SECTION 3.19. Environmental Compliance SECTION 3.20. Brokers
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Documentation and Closing. SECTION 2.01. The Closing 4 SECTION 2.02. Purchaser Closing Conditions 7 SECTION 2.03. Seller Closing Conditions 8 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER SECTION 3.01. Organization 8 SECTION 3.02. Authority; Enforceability 9 SECTION 3.03. Non-Contravention 9 SECTION 3.04. Governmental Consents 10 SECTION 3.05. Capitalization of the Companies 10 SECTION 3.06. Subsidiaries 11 SECTION 3.07. Financial Statements 11 SECTION 3.08. Absence of Certain Changes 13 SECTION 3.09. No Undisclosed Material Liabilities 14 SECTION 3.10. Contracts 14 SECTION 3.11. Recorded Music Business and Music Publishing Business. 17 SECTION 3.12. Compliance with Laws and Court Orders 19 SECTION 3.13. Litigation 19 SECTION 3.14. Title 20 SECTION 3.15. Sufficiency of the Securities 20 SECTION 3.16. Intellectual Property Rights. 21 SECTION 3.17. Licenses and Permits 27 SECTION 3.18. Tax Matters 27 SECTION 3.19. Employee Plans 29 Page SECTION 3.20. Environmental Compliance 30 SECTION 3.21. Brokers 31 SECTION 3.22. Real Property 31 SECTION 3.23. Insurance 31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER SECTION 4.01. Organization 32 SECTION 4.02. Authority; Enforceability 32 SECTION 4.03. Non-Contravention 32 SECTION 4.04. Governmental Consents 33 SECTION 4.05. Purchase for Investment 33 SECTION 4.06. Availability of Funds 33 SECTION 4.07. Brokers 33 ARTICLE V EMPLOYEE MATTERS SECTION 5.01. General 33 SECTION 5.02. Compensation and Benefits 34 SECTION 5.03. Local Modifications 35 SECTION 5.04. Employer Substitution and Related Matters 35 SECTION 5.05. ***** 36 ARTICLE VI COVENANTS SECTION 6.01. Conduct of Business Prior to the Closing 36 SECTION 6.02. Access to Information; Reports 41 SECTION 6.03. Regulatory and Other Authorizations; Notices and Consents 42 SECTION 6.04. Notice of Developments 45 SECTION 6.05. Insurance; Risk of Loss 45 SECTION 6.06. Books and Records 46 SECTION 6.07. Further Action; Transition Services 47 SECTION 6.08. Confidentiality 48 SECTION 6.09. Intercompany Receivables and Payables 49 SECTION 6.10. Publicity 49 SECTION 6.11. Acquisition Proposals 50 Page SECTION 6.12. ***** 50 SECTION 6.13. ***** 50 SECTION 6.14. Certain Intercompany Agreements 51 ARTICLE VII
Sample 1
Documentation and Closing. In the event that Stockholders exercise such Put Option, the sale and purchase of the Additional Shares shall be documented by a Stock Purchase Agreement, or, if the Additional Shares shall be owned by more than one seller, by a Stock Purchase Agreement for each seller, substantially in the form attached hereto as Exhibit G (the "Put Purchase Agreement"). Closing of such transaction shall, as provided in Exhibit G, occur contemporaneously with the Closing hereunder. Buyer's obligation to purchase the Additional Shares is conditioned upon the simultaneous closing of the purchase of the fifty-one percent (51%) shareholding being sold hereunder.
Sample 1
Documentation and Closing. SECTION 2.01. The Documents............................................9 SECTION 2.02. The Closing.............................................10 SECTION 2.03. Mutual Closing Conditions...............................11 SECTION 2.04. EMI Closing Conditions..................................12 SECTION 2.05. TWI Closing Conditions..................................13 SECTION 2.06. Subsequent Closings.....................................13
Sample 1
Documentation and Closing. VCG will work with AMC's legal, tax and accounting advisors to ensure a timely closing. We will coordinate the creation and review of all required documentation, relating to the execution of the Assignment. The terms and conditions of and the decision to consummate any recommended transaction will be determined by AMC in its sole discretion. Except as expressly empowered in writing by AMC, VCG will not have the authority either to make or to accept any offer or proposal or to enter into any commitment or give any representations or assurances on behalf of AMC. In connection with VCG's activities on AMC's behalf, AMC agrees to furnish VCG with all available information and data concerning AMC and its ownership and the Assets which are reasonably required in connection with the engagement (the "Information"). included in materials provided to potential investors and agents. Notwithstanding the preceding sentence, any claim by third parties arising out of the inaccuracy or incompleteness of the Information shall be subject to AMC's indemnity obligation set forth below. TERM OF EMPLOYMENT VCG's engagement will commence on the date hereof and continue for up to twelve (12) months from the date of the Agreement (the "Termination Date"); provided, however, that the Termination Date may be extended by agreement in writing executed by AMC and VCG. This Agreement may be terminated by AMC in whole at any time prior to the Termination Date upon at least thirty (30) days written notice; however, any termination hereunder will not limit VCG's right to receive the VCG Transaction Fees (as defined below).
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Documentation and Closing 
Sample 1

Related to Documentation and Closing

  • Closing Documentation The Buyer shall have received the following documents, agreements and instruments from the Sellers:

  • Closing Documentation, etc For purposes of determining compliance with the conditions set forth in §12, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by any Agent or any Co-Lead Arranger to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent active upon the Borrowers’ account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to such effect on or prior to the Closing Date.

  • Closing and Closing Documents 7 4.1 Closing....................................................................................... 7 4.2 Seller's Deliveries........................................................................... 7 4.3 Purchaser's Deliveries........................................................................ 8 4.4 Fees and Expenses; Closing Costs.............................................................. 8 4.5 Adjustments................................................................................... 8 ARTICLE V Miscellaneous.................................................................................. 9

  • Documentation and compliance (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

  • POSSESSION AND CLOSING Possession of the Property shall be delivered to Purchaser by Seller at the Closing, subject to the Permitted Exceptions and the rights of the Tenants under Tenant Leases. Purchaser shall make its own arrangements for the provision of public utilities to the Property and Seller shall terminate its contracts with such utility companies that provide services to the Property.

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

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