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 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, Seller shall deliver to Buyer the following:
(i) a ▇▇▇▇ of sale in form and substance satisfactory to Buyer (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring all Tangible Personal Property (as such term is defined in Section 1.01 of the Disclosure Schedules) comprising the Purchased Assets to Buyer;
(ii) an assignment and assumption agreement in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of all Assigned Contracts (as such term is defined in Section 3.07 of the Disclosure Schedules) comprising the Purchased Assets and the Assumed Liabilities;
(iii) an assignment in form and substance satisfactory to Buyer (the "Intellectual Property Assignment") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the unregistered trademarks, trademark registrations and applications, unregistered patents, patents and patent applications, unregistered copyrights, copyright registrations and applications included in the Purchased Assets to Buyer;
(iv) a domain name transfer agreement in form and substance satisfactory to Buyer (the "Domain Name Transfer Agreement") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the domain name registrations and social media pages included in the Purchased Assets to Buyer;
(v) an employment agreement between ▇▇▇▇▇ ▇▇▇▇▇▇ and the Buyer in form and substance satisfactory to Buyer (the "Employment Agreement") and duly executed by Seller;
(vi) evidence of the payment in full or other satisfaction by Seller of all short and long term debt owed by Seller which is not included in the Assumed Liabilities, and of all other debt of Seller arising outside the ordinary course of business consistent with past practice that remains unpaid, including such debt incurred since the delivery to Buyer of the most recent balance sheet of the Seller's business delivered to Buyer (the "Balance Sheet");
(vii) a certificate of an officer of Seller certifying as to (A) the resolutions of the sole shareholder of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder and in connection herewith; and
(vi...
Closing Deliverables. Buyer shall have delivered, or caused to be delivered, to Seller or Seller Parent, as applicable, the documents and deliverables listed in Section 1.7(b).
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. 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. 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.
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.