At Closing Clause Samples
The "At Closing" clause defines the specific actions, obligations, or conditions that must be fulfilled by the parties at the time the transaction is finalized. Typically, this clause outlines the delivery of documents, transfer of funds, and exchange of assets or property that occur simultaneously at the closing meeting. Its core practical function is to ensure that all necessary steps are completed in a coordinated manner, thereby facilitating a smooth and legally effective completion of the transaction.
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At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.
(2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent.
(3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy.
(4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default.
At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.
(2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent.
(3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy.
(4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default.
(5) If the Property is subject to a residential lease, Seller shall transfer security deposits (as defined under §92.102, Property Code), if any, to Buyer. In such an event, ▇▇▇▇▇ shall deliver to the tenant a signed statement acknowledging that the Buyer has acquired the Property and is responsible for the return of the security deposit, and specifying the exact dollar amount of the security deposit.
At Closing. (a) Contributor shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement.
(b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement.
(c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company.
(d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP.
(e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects.
(f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner.
(g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980.
(h) The pledge and security agreement to be executed by the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Entities pursuant to Section 7.4 herein.
(i) The unconditional, primary guaranty to be executed by ▇▇▇▇▇▇ ▇▇▇...
At Closing. On the Closing Date,
(a) the Agent shall have received the following (in the case of (i), (ii), (iii), (iv) and (v), each dated the Closing Date):
(i) from the Borrower, the Agent and the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(ii) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders and the Agent in substantially the form of Exhibit B hereto;
(iii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement;
(iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers;
(v) a certificate signed by an Authorized Officer, confirming compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.01 and certifying that except for the legal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty) there is no pending, or to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to have a material adverse effect on the business, assets or condition of the Borrower and its Subsidiaries taken as a whole; and
(vi) all Fees and other amounts due and payable on or prior to the Closing Date;
(b) there shall not have occurred any material adverse change in the business, assets or condition of Goodyear and its Subsidiaries taken as a whole since December 31, 2001;
(c) the Five-Year Amendment and Restatement shall have been approved by the Borrower, the Agent and the Majority Lenders under and as defined in the Borrower's Amended and Restated Five-Year Revolving Credit Agreement; and
(d) the Term Loan Agreement Amendment shall have been approved by the Borrower, the Agent and the Majority Lenders under and as defined in the Borrower's Term Loan Agreement.
At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.
(2) Buyer shall pay the Sales Price in good funds acceptable to the Escrow Agent.
(3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents, transfer of any warranties, and other documents reasonably required for the closing of the sale and the issuance of the Title Policy.
(4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default.
(5) Private transfer fees (as defined by Chapter 5, Subchapter G of the Texas Property Code) will be the obligation of Seller unless provided otherwise in this contract. Transfer fees assessed by a property owners’ association are governed by the Addendum for Property Subject to Mandatory Membership in a Property Owners Association.
At Closing. Buyer and Seller shall enter into the lease agreements described on Schedule 1.2(h) pursuant to leases in the form of Exhibit A attached hereto.
At Closing. Borrower shall execute and deliver to Lender a promissory note evidencing Borrower's unconditional obligation to repay Lender for Revolving Credit Loans, advances, and other extensions of credit made under the Loan, in the form of Exhibit A to this Agreement (the "Note"), dated the date hereof, payable to the order of Lender in accordance with the terms thereof. The Note shall bear interest from the date thereof until repaid, with interest payable monthly in arrears on the first Business Day of each month, at a rate per annum (on the basis of the actual number of days elapsed over a year of 360 days) equal to the Base Rate, provided that after an Event of Default such rate shall be equal to the Default Rate. Each Revolving Credit Loan, advance and other extension of credit shall be deemed evidenced by the Note, which is deemed incorporated by reference herein and made a part hereof.
At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.
(2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent. Contract Concerning Page 6 of 11 11-10-2020 (Address of Property)
(3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy.
(4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default.
At Closing. Borrower shall execute and deliver to Lender a promissory note evidencing Borrower's unconditional obligation to repay Lender for Revolving Credit Loans, advances, and other extensions of credit made under the Loan, in the form of Exhibit A to this Agreement (as amended, modified, restated or replaced from time to time, the "Note"), dated the date of this Agreement, payable to the order of Lender in accordance with the terms thereof. The Note shall bear interest on the outstanding principal balance of the Note from the date of the Note until repaid, with interest payable monthly in arrears on the first Business Day of each month, at a rate per annum (on the basis of the actual number of days elapsed over a year of 360 days) equal to the Base Rate, provided that after the occurrence and during the continuance of an Event of Default such rate shall be equal to the Default Rate. Each Revolving Credit Loan, advance and other extension of credit shall be deemed evidenced by the Note, which is deemed incorporated into and made a part of this Agreement by this reference.
At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.
(2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent.
(3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents required of them by this contract, the Commitment or law necessary for the closing of the sale and the issuance of the Title Policy.