Pre-Closing Deliverables. The Company shall have made the deliveries contemplated by Section 1.3(b).
Pre-Closing Deliverables. (i) At least five (5) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Buyer:
Pre-Closing Deliverables. (a) Within ten Business Days after the Cut-Off Date, the Company shall deliver to Buyer and CBNA (i) the Schedule of Trust Student Loans and (ii) a statement of the aggregate Trust Certificate Purchase Price, each as of the Cut-Off Date (the “Estimated Trust Certificate Purchase Price”). Buyer and CBNA shall have five Business Days to review and comment on the items listed in clauses (i) and (ii).
Pre-Closing Deliverables. (a) Not less than ten (10) Business Days prior to the anticipated Closing Date, Seller shall (i) deliver to Purchaser instructions designating the account into which the Estimated Purchase Price, the Share Redemption Cash Consideration, if any, and the repayment of the Closing Date Note shall be deposited by wire transfer on the Closing Date and (ii) prepare, or cause to be prepared (in good faith and in accordance with this Agreement), and deliver to Purchaser and Life Reinsurer:
Pre-Closing Deliverables. Prior to Closing, Santa Fe shall provide to BABA:
Pre-Closing Deliverables. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative shall deliver to Purchaser (i) the Payment Schedule, (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s calculation of its good faith estimates of (A) the amount of Closing Cash (the “Estimated Cash”), (B) the amount of Closing Net Working Capital (the “Estimated Net Working Capital”), (C) the amount of Closing Indebtedness (the “Estimated Indebtedness”), and (D) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section 1.04(a), the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consid...
Pre-Closing Deliverables. Prior to Closing, Xunna LTD shall provide to Shell Company:
Pre-Closing Deliverables. (a) Not less than two Business Days prior to the Closing Date, the Company shall prepare and deliver to Acquiror (i) a statement setting forth the Company’s good faith determination of Company Transaction Expenses as of the Closing Date (in reasonable detail and with reasonable supporting documentation to enable a review of such statement by Acquiror), including the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices therefor and (ii) an allocation schedule setting forth the Company’s good faith determination of (A) the numbers of each type of Equity Securities of the Company held by each holder of Equity Securities of the Company immediately prior to the Company Recapitalization and immediately after the Company Recapitalization (but immediately before the Closing), (B) the aggregate number of Participating Company Common Shares, the Equity Value Exchange Ratio, the Earn-out Exchange Ratio and (C) the consideration due to each holder of Equity Securities of the Company pursuant to this Agreement, including any cash amounts payable in lieu of fractional shares, together with any other information that the Exchange Agent may reasonably request.
Pre-Closing Deliverables. (a) Upon execution of this Agreement, the parties shall simultaneously execute and deliver to all other parties and the Escrow Agent the Escrow Agreement, in substantially the form attached hereto as Exhibit D, and Buyer shall deliver the Buyer Termination Fee to the Escrow Agent pursuant to Section 2.07(a).
Pre-Closing Deliverables. Not later than ten (10) Business Days prior to the Closing, the Company shall prepare and deliver to Parent:
