Closing Deliverables Clause Samples
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Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer (unless otherwise indicated below) the following: 23
(i) the ▇▇▇▇ of Sale duly executed by Seller; (ii) the Assignment and Assumption Agreement duly executed by Seller; (iii) the Deed duly executed and notarized by Seller, to be delivered to Title Company; (iv) with respect to each Assigned Lease, an assignment and assumption of lease (each, an “Assignment and Assumption of Lease”), duly executed by Seller and, if necessary, Seller’s signature shall be witnessed and/or notarized; (v) the Trademark Assignment duly executed by Seller; (vi) the Patent Assignment duly executed by Seller; (vii) the Transition Services Agreement duly executed by Seller; (viii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code and two original Internal Revenue Service Forms W-9, each duly executed by Seller; (ix) with respect to each automobile, truck and other vehicle set forth on Section 2.01(e) of the Disclosure Schedules, title transfer documents, each duly executed by Seller; (x) evidence of the termination of each Key Employee Agreement; (xi) an employment agreement between Buyer and each Key Employee duly executed by the applicable Key Employee; (xii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying as to matters customary for a transaction of this sort, including, without limitation, the true and correct copies of Sellers’s current organizational documents and copies of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; and (xiii) such other deeds, instruments of transfer, assumption, filings or documents as Buyer shall reasonably request to vest in Buyer good and valid title to the other Purchased Assets on the terms set forth in this Agreement, including, but not limited to any additional documents that Title Company may reasonable require in connection with the recordation of the Deed and issuance of the Title Policy to Buyer in accordance with this Agreement.
(b) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price (subject to adjustment as set forth in Section 2.06); 24
(ii) the ▇▇▇▇ of Sale duly executed by Buyer; (iii) the Assignme...
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) the Seller Note, duly executed by Seller;
(ii) the Guaranty Agreement in substantially the form of Exhibit C hereto (the “Guaranty Agreement”), duly executed by Seller;
(iii) the Seller Note Subordination Agreement in substantially the form of Exhibit D hereto, duly executed by Seller;
(iv) a ▇▇▇▇ of sale in substantially the form of Exhibit E hereto (the “▇▇▇▇ of Sale”) and duly executed by Seller. transferring the tangible personal property included in the Purchased Assets to Buyer;
(v) an assignment and assumption agreement in substantially the form of Exhibit F hereto (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;
(vi) intellectual property assignments in substantially the form of Exhibit G hereto (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer;
(vii) with respect to the Lease, an Assignment and Assumption of Lease and Amendment in substantially the form of Exhibit H hereto (the “Assignment and Assumption of Lease”). duly executed by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings LLC (“Landlord”) and Seller and, if necessary, Seller’s and Landlord’s signature shall be witnessed and/or notarized;
(viii) the Seller Closing Certificate in substantially the form of Exhibit I hereto;
(ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(e) and Section 7.02(f);
(x) 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;
(xi) the employment agreement between Buyer and Brien in substantially the form of Exhibit J hereto (the “Brien Employment Agreement”), duly executed by Brien; and
(xii) the mutually agreed upon non-competition, non-solicitation and non-disparagement agreements between Buyer and Brien and Krinis in substantially the form of Exhibit K hereto (the “Non-Compete Agreements-), duly executed by Brien and Krinis, respectively.
(b) At the Closing. Buyer shall deliver to Seller the following:
(i) the cash portion of the Purchase Price pursuant to Section 2.05(a) above;
(ii) the Seller Note, duly executed by Buyer;
(iii) the Guaranty Agreement, duly executed by ▇▇▇▇▇▇▇▇ Hold...
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. At the Closing:
(a) Indigo Parent will:
(i) deliver, or cause to be delivered, to Monsoon, one or more certificates representing the Indigo Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed;
(ii) deliver, or cause to be delivered, to Monsoon, a certified true copy of the duly executed resolutions from the board of directors of Indigo approving the following matters: (A) the transfer of the Indigo Shares, (B) the cancellation of the certificates issued in the name of Indigo Parent in respect of the Indigo Shares, (C) subject to the transfer of the Indigo Shares being duly stamped, the registration of Monsoon as the holder of the Indigo Shares in the register of members of Indigo and (D) the appointment of Mr. ▇▇▇▇ ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ as new directors of Indigo, subject to their consent to act as directors.
(iii) procure that the company secretary of Indigo (or such other authorised person) lodges a notice of transfer in respect of the Indigo Shares in the form prescribed under the Singapore Companies Act with the Registrar on the Closing Date, in order to enable the Registrar to update the electronic register of members of Indigo to reflect Monsoon as the holder of all of the Indigo Shares on and from the Closing Date;
(iv) duly executed letters of resignation of each director of Indigo identified and agreed by the parties prior to Closing, which letters shall include customary release of liability and waiver provisions and otherwise be in a form reasonably acceptable to Monsoon;
(v) deliver, or cause to be delivered, to Monsoon, a duly executed counterpart of the Registration Rights Agreement (if the Registration Rights Agreement has not already been executed and delivered by the parties thereto prior to Closing); and
(vi) deliver, or cause to be delivered, to Monsoon, the certificates, documents and other items to be delivered to Monsoon in accordance with Section 10.03, together with such other documents as Monsoon or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement;
(b) Monsoon will deliver, or cause to be delivered, to Indigo Parent:
(i) one or more certificates representing the Class B Shares, which shares shall be duly registered in the name of Indigo Parent in the share register of Monsoon;
(ii) a certified true copy of the duly execu...
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. Seller shall have delivered or caused to be delivered to Buyer the items set forth in Section 3.02(a).
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. 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.