DLLR » Topics » Closing

This excerpt taken from the DLLR 8-K filed Mar 11, 2005.
Closing”) shall occur at the offices of Paul, Hastings, Janofsky & Walker LLP, Counsel to the Seller and Shareholders, at 515 South Flower Street, Twenty-Fifth Floor, Los Angeles, CA 90071, commencing at 10:00 A.M. on March 7, 2005.  If all of the conditions precedent set forth in Article 6 of this Agreement shall not have been satisfied on or prior to such time, then the party whose conditions have not been satisfied may, at its option, extend the date on which the Closing is to take place for such reasonable periods as are necessary to satisfy such conditions, but in no event beyond March 31, 2005.

 

7.2                                 Obligations of Purchaser.  On the Closing Date, the Purchaser shall deliver to the Seller (and execute, as applicable), the following items and documents:

 

(a)                                  Purchase Price.

 

(i)                                     The aggregate amount to be paid at the Closing in accordance with Section 2.5;

 

(ii)                                  DFC’s written instructions to American Stock Transfer & Trust Co. to deliver certificates representing the Stock Consideration to the Sellers;

 

(iii)                               The amount of $26,250, which amount represents one-half of the fees and expenses incurred by the Seller in connection with the audit and preparation of the Financial Statements,to the account designated by the Seller.

 

(b)                                 Documents.  Each of the Transaction Documents to which it is a party; and

 

(c)                                  Other.  All such documents, certificates and instruments as are required to be provided by the Purchaser at the Closing.

 

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7.3                                 Obligations of the Sellers and the Shareholders.  On the Closing Date, the Seller and the Shareholders, as applicable, shall deliver to the Purchaser (and execute, as applicable), the following items and documents:

 

(a)                                  Documents.  The Seller and the Shareholders shall execute and deliver each of the Transaction Documents to which it, he or she is contemplated to be a party; and

 

(b)                                 Other.  All such endorsements, assignments and other instruments of transfer and conveyance including, without limitation, waivers or consents of lessors and other third Persons, and estoppels, releases, satisfactions, termination statements from secured parties, certificates and instruments, all as are required to be provided by the Seller and the Shareholders, as applicable at the Closing.

 

This excerpt taken from the DLLR 8-K filed Feb 4, 2005.
Closing”) is being held at the offices of Davidson, Meaux, Sonnier & McElligott LLP, 810 South Buchanan Street, Lafayette, LA, concurrently with the execution and delivery of this Agreement. The Closing Date is January 31, 2005.  The Closing shall be effective as of 12:00 am local Lafayette, Louisiana time on the Closing Date.

 

3.2           Sellers and Members Deliveries.  At the Closing, each of the Sellers and the Members is delivering to the Buyer the documents and items described in Section 8.1.

 

3.3           Buyer Deliveries.  At the Closing, each Buyer is delivering to the Sellers the documents and items described in Section 8.2.

 

EXCERPTS ON THIS PAGE:

8-K
Mar 11, 2005
8-K
Feb 4, 2005
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