Option Closing Deliveries Sample Clauses

Option Closing Deliveries. At the Option Closing, (i) Newco shall deliver to SOF the Option Purchase Price, plus 49% of all out of pocket and documented expenses incurred by Rivacq to the date of the Option Closing in connection with the Merger, by wire transfer of immediately available funds to such bank account as SOF shall designate by notice in writing to Newco prior to the Option Closing, (ii) Rivacq shall issue the Minority Rivacq Interest to Newco, free and clear of all Encumbrances (as defined below), (iii) Rivacq and SOF shall jointly and severally remake, as of the Option Closing, the representations and warranties set forth in Article II, and (iv) Newco, SOF and Rivacq shall enter into an Amended and Restated Limited Liability Company Agreement of Rivacq in the form attached as Exhibit A hereto (the "Amended Rivacq LLC Agreement").
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Option Closing Deliveries. The purchase and sale of the Option Securities (the “Option Closing”) shall take place at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., Eastern time on the Financial Closing Date, or at such other time and place as Rentech and Peabody mutually agree upon (the “Option Closing Date”). All transactions at the Option Closing shall be deemed to have taken place simultaneously and no transaction shall be deemed to have been completed and no document, instrument or certificate shall be deemed to have been delivered until all transactions are completed and all documents delivered. At the Option Closing, (a) Rentech shall deliver to Peabody certificates or other documents evidencing that the Option Securities are registered in Peabody’s name and are free and clear of all Encumbrances, except Encumbrances permitted under the PSA, against delivery by Peabody of the Option Exercise Price by wire transfer in immediately available funds into a bank account designated by Rentetch at or prior to the Option Closing; and (b) Rentech and Peabody shall deliver the certificates, agreements, instruments and other documents described in Sections 3.11 and 3.12 and comply with the terms of the PSA.
Sample 1
Option Closing Deliveries. (a) Prior to or at the Option Closing, Seller shall deliver to Buyer:
Sample 1
Option Closing Deliveries. (a) At the Option Closing, the Option Seller will deliver or cause to be delivered to the Purchaser:
Sample 1
Option Closing Deliveries 
Sample 1

Related to Option Closing Deliveries

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

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