Pre-Closing Deliveries. (i) At least two (2) days prior to the Closing, the Company will furnish to the Purchaser (A) a certificate signed by the Company setting forth the Company’s (I) estimated Closing Working Capital, including an itemization of the components of Closing Working Capital, and (II) the Company’s good faith estimated calculation of the Cash Consideration (the “Estimated Cash Consideration Certificate”), (B) a payoff letter, in form and substance satisfactory to the Purchaser, from each holder of Repaid Indebtedness indicating the amount required to discharge in full such Repaid Indebtedness at Closing and stating that, upon payment at the Closing of the amounts set forth in such payoff letter, such amount of Repaid Indebtedness will be fully paid, satisfied and discharged in its entirety and, if such Repaid Indebtedness is secured, an undertaking by such holder to discharge at Closing any Liens (as hereinafter defined) securing such Repaid Indebtedness, (C) a final xxxx and wire transfer instructions from each payee of any portion of the Sellers’ Expenses, provided, however, that if any such payee delivers to the Purchaser and the Company a letter stating that it will seek payment of any portion of the Sellers’ Expenses solely from the Equityholders, such portion shall not be deemed to be part of the Sellers’ Expenses for purposes of Section 1.2(b), (D) a schedule that provides a breakdown by recipient and amount of all Employee Bonuses, and (E) a flow of funds memorandum (the “Funds Flow”) that sets forth the applicable payees and wire instructions for all amounts payable under Section 1.2(b)(ii). As used herein, “Liens” mean all liens, claims, encumbrances, security interests and restrictions of any kind.
Pre-Closing Deliveries. The Borrower shall have delivered to the Lender:
Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with an escrow agent designated by the Operating Partnership (in such capacity, the “Escrow Agent”) in a form reasonably satisfactory to all parties, and shall make, execute, acknowledge and deliver into escrow with the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include the following:
Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the legal documents and other items (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following:
Pre-Closing Deliveries. The Sellers and the Company shall have delivered the items, certificates and documents required by Section 1.2(b).
Pre-Closing Deliveries. At least ten (10) business days prior to the Closing Date, Home shall deliver to Cascade a statement (the “Initial Closing Statement”) setting forth (i) the Home Closing Tangible Net Worth in balance sheet format, (ii) the Final Transaction Costs and (iii) updated 280G calculations with respect to each disqualified individual, in each case with all necessary and appropriate supporting information and documentation that is satisfactory to Cascade. Home shall also update the Initial Closing Statement following its delivery, if necessary, to reflect any changes therein. In the event Cascade disputes any item in the Initial Closing Statement, the Parties shall confer in good faith to resolve any such dispute. The term “Final Closing Statement” shall mean the Initial Closing Statement, as it may be adjusted pursuant to this Section 6.16 to reflect any changes or resolve any disputes, as reasonably agreed upon by the Parties at least two (2) business days prior to the Closing Date.
Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with the Title Company (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with the Escrow Agent, the legal documents and other items (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following:
Pre-Closing Deliveries. 8.01 Within five (5) days after the date of this Agreement, NRGF shall deliver to HFR and MRREA, at HFR and MRREA's offices originals or true and correct copies of all:
Pre-Closing Deliveries. (a) Two (2) business days prior to the expected Closing Date, Company shall provide Parent with Company’s calculation (including reasonable detail thereof) of (i) Transaction Expenses and (ii) Change in Control Payments.
Pre-Closing Deliveries. Seller will, within 30 days after the date of the Purchase Notice, deliver to Buyer the following:
