Closing Deliverables Clause Samples
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Closing Deliverables. (a) At the Company Share Distribution Closing, (i) the BJF Personal Representatives shall deliver to LDK and BZF, respectively, stock certificates evidencing the LDK Additional Company Shares and BZF Additional Company Shares, respectively, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (ii) LDK and BZF, respectively, shall deliver to the BJF Personal Representatives a properly completed certificate reasonably acceptable to the BJF Personal Representatives and in form and substance described in Treasury Regulations Section 1.1445-5(b)(3)(ii) stating that each of LDK and BZF, respectively, is not a “foreign person” as defined in Section 1445 of the Code.
(b) At the BZF Company Share Acquisition Closing, (i) unless NASCAR delivers to BZF the notice described in clause (iii), BZF shall deliver to NASCAR, by wire transfer of immediately available funds to an account specified in writing by NASCAR or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, the BZF Repayment Amount, (ii) BZF shall deliver to NASCAR (A) stock certificates evidencing the BZF Company Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto, and (B) a properly completed certificate reasonably acceptable to NASCAR and in form and substance described in Treasury Regulations Section 1.1445-2 stating that BZF is not a “foreign person” as defined in Section 1445 of the Code, and (iii) NASCAR shall deliver to BZF by wire transfer of immediately available funds to an account specified in writing by BZF or check (at the election of NASCAR) or other manner as agreed between the applicable Parties prior to the Applicable Closing Date, an amount equal to the Consideration; provided, however, that NASCAR, upon delivery of written notice to BZF not less than one day prior to the BZF Company Share Acquisition Closing, may elect to reduce the amount of Consideration delivered pursuant to this clause (iii) by the BZF Repayment Amount, in which case BZF will be deemed to have delivered the BZF Repayment Amou...
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. (a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:
(i) copies of the Escrow Agreement and any other Transaction Documents to which the Company is a party that are to be entered into at Closing, duly executed by the Company, the Shareholder Representative, the Paying Agent and the Escrow Agent as applicable;
(ii) the officer’s certificate provided in Section 6.3(h);
(iii) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of the Company, attesting to: (A) the incumbent officers of the Company; and (B) the resolutions of the Board of Directors and the Company Shareholder Consent approving the Merger and the other Transactions;
(iv) good standing certificate for the Company in the Commonwealth of Virginia;
(v) written resignations effective as of the Closing Date of all officers and members of the Boards of Directors of the Company;
(vi) the Articles of Merger in the form required by the VSCA, duly executed by the Company;
(vii) the Estimated Closing Balance Sheet, the schedule setting forth the Estimated Merger Consideration provided for in Section 2.6(b)(ii)(B) and the Preliminary NWC Statement;
(viii) an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) and reasonably acceptable to the Purchaser so that the Purchaser is exempt from withholding any portion of the Merger Consideration under Section 1445 of the Code;
(ix) the Shareholder Representative Agreement signed by each of the Company Shareholders and the Shareholder Representative;
(x) the Investor Rights Agreement in the form of Exhibit 2.7(a)(x) (the “Investor Rights Agreement”) signed by each Company Shareholder;
(xi) a Form of Election properly completed and signed from each Company Shareholder;
(xii) information regarding the Advisors to facilitate the payments set forth in Section 2.6(d)(iii); and
(xiii) any additional items required to be delivered at Closing under Section 6.3.
(b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company:
(i) evidence reasonably satisfactory to the Company of each of the payments and deliveries described in Section 2.6(c) and Section 2.6(d) having been made as provided therein;
(ii) the Escrow Agreement, the Investor Rights Agreement and any other Transaction Documents to ...
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. The Purchaser shall deliver or cause to be delivered to the Company all items listed in Section 2.3(b).
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. 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. 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. 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.
Closing Deliverables. Sellers shall have delivered or caused to be delivered to Purchaser the items set forth in Section 2.2(b).