Closing Deliverables Clause Samples
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Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following:
(i) a ▇▇▇▇ of sale in the form attached hereto as Exhibit B (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer;
(ii) an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Assumed Contracts, the Purchased Rights and the Business Records and the Assumed Liabilities;
(iii) an intellectual property assignment agreement in the form attached hereto as Exhibit D (the “Intellectual Property Assignment Agreement” and, together with this Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, the Transition Services Agreement and the Escrow Agreement, the “Transaction Documents”) and duly executed by Seller, with respect to the assignment to Buyer of all of Seller’s right, title and interest in and to the Purchased Intellectual Property;
(iv) the Transition Services Agreement in the form attached hereto as Exhibit E duly executed by Seller;
(v) a duly executed Form W-9 indicating Seller is not subject to withholding obligations that would apply to payment of the Purchase Price;
(vi) the Escrow Agreement duly executed by Seller; and
(vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller (A) attaching (i) a copy of its certificate of incorporation, certified by the Secretary of the State of Delaware, (ii) a certificate, as of the most recent practicable date, of the Secretary of the State of Delaware as to its good standing and (iii) certificates, as of the most recent practicable date, as to its good standing from each foreign jurisdiction in which it is qualified to conduct business as a foreign corporation, and (B) certifying as to (i) the resolutions of the board of directors and stockholders of Seller (as applicable) duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder.
(b) At the Closing, Buyer shall deliver to Seller the following:
(i) the Purchase Price, as adjusted by the Inventory Adjustment Amount, less the Escrow Amount;
(ii) the Assignment and Assumption Agreement duly exec...
Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following:
(i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer;
(ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller;
(iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller;
(iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller;
(v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer;
(vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller;
(vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller;
(viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing;
(ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”);
(x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016;
(xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller;
(xii) Out of State Affidavit of Acceptance;
(xiii) copies of all books and records related to the Purchased Assets; and
(xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.
(b) ...
Closing Deliverables. The Company shall have delivered all closing deliverables to the Placement Agent as set forth in Section 9.1 as of the time required and in form reasonably satisfactory to the Placement Agent.
Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following:
(i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing;
(ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied;
(iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;
(v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;
(vi) the Consideration Spreadsheet contemplated in Section 2.6;
(vii) the FIRPTA Statement; and
(viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following:
(i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;
(ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;
Closing Deliverables. Subject to the terms and conditions set forth in this Agreement, the parties shall consummate the following transactions at the Closing:
(a) The Company or the Stakeholder Representative, as applicable, will deliver to Parent and Merger Sub each of the following:
(i) a copy of the Escrow Agreement, duly executed by the Stakeholder Representative;
(ii) a copy of the Registration Rights Agreement duly executed by the Designated Stockholders;
(iii) a copy of each Payoff Letter, duly executed by the counterparties thereto;
(iv) copies of all Accredited Investor Certifications, duly executed by each Designated Stockholder, stating, among other things, that such Stockholder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act (“Accredited Investor”);
(v) evidence satisfactory to Parent of the resignation of each of the directors and each of the officers of the Company and its Subsidiaries in office immediately prior to the Effective Time from his or her position as an officer or director, as applicable, as directed by Parent at least three Business Days prior to Closing, in each case to be effective no later than immediately prior to the Effective Time; it being acknowledged and agreed that any such resignation shall not constitute a “resignation” or a termination of employee’s employment “without cause” or for “good reason” pursuant to any employment agreement to which such Person and the Company or any of its Subsidiaries is party;
(vi) the Spreadsheet (as such term is defined in Section 2.06(b)) completed to include all of the information specified in Section 2.06(b) in a form reasonably acceptable to Parent and a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete;
(vii) a certificate, duly executed by the Company under penalties of perjury, dated as of the Closing Date in the form required under Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c) and reasonably satisfactory to Parent, and a notice to the Internal Revenue Service in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2), duly executed by the Company and in form reasonably satisfactory to Parent;
(viii) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date;
(ix) a copy of the resolutions or wr...
Closing Deliverables. (a) At the Closing, Sellers shall deliver or caused to be delivered to Buyer the following:
(i) bills of sale in form and substance reasonably satisfactory to Buyer (each, a “▇▇▇▇ of Sale”) and duly executed by each Seller, transferring the applicable Tangible Personal Property included in the Purchased Assets to Buyer;
(ii) assignment and assumption agreements in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption Agreement”) and duly executed by each Seller, effecting the assignment to and assumption by Buyer of the applicable Purchased Assets and the applicable Assumed Liabilities;
(iii) assignments in form and substance reasonably satisfactory to Buyer (each, an “Intellectual Property Assignment”) and duly executed by each Seller, transferring the applicable Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer;
(iv) the Non-Compete Agreements;
(v) with respect to each Lease being assumed, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) and duly executed by the appropriate Seller;
(vi) each Seller Closing Certificate;
(vii) the certificates of the Secretary or Assistant Secretary of Sellers required by Section 7.02(i) and Section 7.02(j);
(viii) a joinder to the Stockholders’ Agreement duly executed by UGC in substantially the form set forth in Exhibit A;
(ix) the Stock Repurchase Agreement duly executed by UGC in substantially the form set forth in Exhibit B;
(x) the FIRPTA Certificates;
(xi) the Contract Dispute Escrow Agreement duly executed by Sellers;
(xii) the Uncommon License duly executed by Sellers; and
(xiii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.
(b) At the Closing, Buyer shall deliver to UGC the following:
(i) the Cash Consideration, less the Contract Dispute Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by UGC to Buyer and the Stock Consideration;
(ii) the Assignment and Assumption Agreements duly executed by Buyer;
(iii) the Intellectual Property Assignment duly executed by Buyer;
(iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer;
(v) the Buyer Closing Certificate;
(vi) the certificates of the Secretary or Assistant Secretary of Buyer r...
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions of outside counsel to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement, (b) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto, and (c) a copy of the irrevocable instructions to the Company’s transfer agent regarding the issuance to the Investor or its designee of the certificate(s) or book-entry statement(s) representing the Commitment Shares pursuant to and in accordance with Section 10.1(ii) hereof.
Closing Deliverables. Buyer shall have delivered (or be ready, willing and able to deliver at Closing) to Seller the documents and other items required to be delivered by Buyer under Section 9.3.
Closing Deliverables. Seller shall have delivered or caused to be delivered to Buyer the items set forth in Section 3.02(a).
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the Company, dated as of the Closing Date, in the form of Exhibit B hereto.