Upon Closing. If Closing is completed hereunder, Escrow Holder shall pay the Deposit to Seller as a credit against the Purchase Price.
Upon Closing when Buyer is obliged to answer the enquiry from tax authority or other authority, or report tax or negotiate tax duty, Seller shall provide Buyer with all the help when Buyer request so, and Seller shall provide Buyer with all the information, documents, accounting book and other business records.
Upon Closing. Upon the Closing, without prejudice to Purchaser’s rights under the remaining provisions of this Agreement, Purchaser shall assume full Liability and responsibility for all Operations of Seller with respect to the Acquired Assets; provided, however, that notwithstanding anything in this Agreement to the contrary, Seller does not warrant or guarantee that Purchaser will become the operator of all or any portion of the Acquired Assets under any applicable joint operating agreements, as such will be controlled by the applicable joint operating agreements.
Upon Closing. 12.1.5 The Buyer Warranties are given subject to the matters Disclosed in the Buyer Disclosure Letter.
Upon Closing the Shareholders agree to authorize and direct the New Board of Xerion to apply all diligence and effort to prepare and apply for listing ("Listing") on the NASDAQ Small Cap stock exchange, the American Stock Exchange or other reputable and nationally listed North American stock exchange.
Upon Closing. (a) the Vendor shall deliver to the Purchaser the certificates representing all of the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by an appropriate official), with any and all applicable security transfer taxes paid, and together with all other instruments, certificates or documents as may be required by the Company’s transfer agent to record the transfer of the Company Shares to the Purchaser or as may otherwise be required to transfer the Company Shares to the Purchaser free and clear of all liens, charges and encumbrances of any kind whatsoever; and
Upon Closing this Agreement shall run with the Project Site and shall be binding on successors in title to the Project Site. Prior to Substantial Completion of the Initial Project, no party hereto shall assign this Agreement without the prior written approval of the other parties; provided that: (a) without the prior written approval of Developer, City Bodies may assign this Agreement to another agency or instrumentality of City that legally is able to perform the respective obligations hereunder; and (b) without the prior written approval of City Bodies, Developer may: (i) assign this Agreement to a subsidiary or affiliate of FIB or any entity in which Developer maintains a controlling interest Notwithstanding any assignment permitted under this Section, the applicable City Bodies or Developer, as the case may, shall remain liable to perform all of the terms and conditions to be performed by it under this Agreement, and the approval by the other party of any assignment shall not release any City Bodies or Developer, as the case may be, from such performance; provided that, if any City Bodies assigns this Agreement to another agency or instrumentality of City that: (a) has full power and authority to accept an assignment of this Agreement and carry out the respective obligations hereunder; and (b) expressly assumes all such obligations in writing; then the applicable City Bodies shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption.
Upon Closing this Agreement shall be recorded against and shall run with the Tax Minimum Area and shall be binding on successors in title to the Tax Minimum Area. Prior to Substantial Completion of each of Phase 1 and Phase 2 of the Project, the parties’ rights and obligations pursuant to this Agreement concerning any such phase that has not reached Substantial Completion shall not be assigned without the prior written approval of the other party; provided that: (a) without the prior written approval of Developer, City Bodies may assign this Agreement to another agency or instrumentality of City that legally is able to perform the respective obligations hereunder; and (b) without the prior written approval of City, Developer may:
Upon Closing. Buyer shall limit and shall cause its employees and agents to limit the use and disclosure of the Personal Information transferred to it, if any, to those purposes for which the Personal Information was initially collected by Sellers, unless otherwise permitted by applicable Laws.
Upon Closing. Buyer shall deliver the Instructions to Sequiam's transfer agent, and Sequiam's transfer agent shall issue to the Seller share certificates for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the "Certificate"). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144.
