Closing Deliveries Clause Samples
The Closing Deliveries clause outlines the specific documents, items, or actions that each party must provide or complete at the closing of a transaction. Typically, this includes items such as executed agreements, certificates, consents, or proof of payment, and may specify which party is responsible for each delivery and the timing for providing them. By clearly listing these requirements, the clause ensures that all necessary conditions are met for the transaction to be finalized, reducing the risk of misunderstandings or incomplete closings.
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Closing Deliveries. (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers);
(ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens.
(iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date.
(iv) Notwithstanding anything in this Agree...
Closing Deliveries. On the Closing Date, the parties shall make, execute, acknowledge and deliver the legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing are the following:
(a) The Amendment or other evidence of the transfer of OP Units to the Contributors and evidence of the DTC Registered REIT Stock, which shall bear the legend set forth in the Articles of Amendment and Restatement of the Company, as amended and restated and in effect immediately prior to the Closing in substantially the form attached as Exhibit B (the “Articles”) or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge, which restrictions shall be substantially the same as those set forth in the Articles;
(b) Any other documents that are in the possession of a Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Contributed Interests directly, free and clear of all Liens and effectuate the transactions contemplated hereby;
(c) The Operating Partnership and the Company on the one hand and the Helmsley Group Members on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership, limited liability company or other actions, as applicable, authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by a Helmsley Group Member) and any Helmsley Group Member (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3;
(d) The Operating Partnership and the Company on the one hand and the Helmsley Group Members on the other hand shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement at the Closing Date (except to the extent that any representat...
Closing Deliveries. (i) At the Closing, Seller will deposit with Escrow Agent the following documents executed and acknowledged, as applicable:
(1) the Deed;
(2) the ▇▇▇▇ of Sale;
(3) the Assignment of Resident Agreements;
(4) the Assignment of Rights;
(5) the Assignment of Trade Names;
(6) an owner’s affidavit in the form reasonably agreed to by the parties;
(7) a non-foreign affidavit in the form attached hereto as Exhibit 16(b)(i)(7);
(8) a transition services agreement which will be negotiated by the parties in good faith during the Due Diligence Period and will allow New Operator to transition operations of the Facility in an orderly manner after Closing (the “Transition Services Agreement”);
(9) the Holdback Escrow Agreement;
(10) a counterpart original of a Washington State Real Estate Excise Tax Affidavit; and
(11) such other items as may be reasonably requested in order for Seller to comply with the terms of this Agreement.
(ii) At the Closing, Purchaser shall deposit with Escrow Agent the following:
(1) the Purchase Price less the Deposit;
(2) executed counterparts of the Assignment of Resident Agreements, the Assignment of Rights, the Assignment of Trade Names, the Transition Services Agreement and the Holdback Escrow Agreement;
(3) one-half (1/2) of the basic escrow fee;
(4) any and all transfer, excise, sales tax, stamp and similar fees and taxes;
(5) all escrow fees and charges allocable to Purchaser’s financing for this transaction and its share of prorated items;
(6) an executed counterpart original of a Washington State Real Estate Excise Tax Affidavit; and
(7) such other items as may be reasonably requested in order for Purchaser to comply with the terms of this Agreement.
(iii) Seller shall pay the recording fee on the Deed; the cost of a standard owner’s title insurance policy; one-half (1/2) of the escrow fee, other than any portion thereof allocable to Purchaser’s financing for this transaction; and its share of prorated items. Each party shall pay its own attorneys’ fees. Purchaser shall be responsible for any premiums, costs or charges for extended title coverage, endorsements, lender’s coverage, and all other similar amounts.
Closing Deliveries. Seller shall have delivered to Buyer each of the items listed in Section 2.4.2(a).
Closing Deliveries. (a) At the Closing, the Investor shall deliver, or cause to be delivered, to the Sellers, the following:
(i) the Aggregate Purchase Price by wire transfer of immediately available funds to the bank account(s) of the Sellers set forth in Schedule C;
(ii) a duly executed counterpart of the Investor Rights Agreement; and
(iii) a certificate of the Investor certifying (A) its authorization of the execution and delivery of the Investment Documents and the consummation of the transactions contemplated hereby and thereby, and (B) as to such other matters set forth therein, in the form attached as Schedule 2.3(a)(iii) hereto.
(b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Investor the following:
(i) the original share certificates representing all of the Sale Shares, accompanied by an instrument of transfer pertaining to the Sale Shares, duly signed by each of the Sellers;
(ii) copies of the written resolutions of the Board of Directors and Shareholders of the Company, in the form attached as Schedule 2.3(b)(ii) hereto, as certified by a director of the Company (A) approving the entering into and authorizing the execution and performance of this Agreement and the Investor Rights Agreement and the transactions contemplated hereby and thereby; and (B) adopting the Memorandum and Articles;
(iii) a duly executed counterpart of the Investor Rights Agreement;
(iv) a certificate of the Sellers annexing a copy of the Memorandum and Articles and certifying (A) their authorization of the execution and delivery of the Investment Documents and the consummation of the transactions contemplated hereby and thereby, and (B) as to such other matters set forth therein, in the form attached as Schedule 2.3(b)(iv) hereto;
(v) a certified copy of a certificate of good standing of the Company issued by the Registry of Companies of the Cayman Islands, dated not earlier than fourteen (14) days prior to the Closing Date;
(vi) a certified copy of a certificate of incumbency of UIAL issued by its registered agent, dated not earlier than fourteen (14) days prior to the Closing Date;
(vii) a legal opinion in respect of the Company in an agreed form, dated as of the Closing Date, issued by ▇▇▇▇▇▇ and ▇▇▇▇▇▇, the Company’s Cayman Islands counsel;
(viii) a legal opinion in an agreed form, dated as of the Closing Date, issued by Shearman & Sterling LLP, the Company’s U.S. counsel; and
(ix) a legal opinion in respect of the FIE in an agreed form, dated as of the Cl...
Closing Deliveries. (a) At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or one or more other Seller Entities designated by Seller or, in the case of the Purchaser FDA Transfer Letters, to the applicable Governmental Entity, with a simultaneous copy to Seller) the following:
(i) payment, by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least two (2) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Purchase Price;
(ii) the certificate to be delivered pursuant to Section 7.3(c);
(iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit C hereto (the “Transition Services Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees;
(iv) a counterpart of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities (to the extent any Purchased Asset or Assumed Liability is not held by a Purchased Entity), by and between the applicable Seller Entities and Purchaser and, if applicable, one or more of the Purchaser Designees, in substantially the form attached as Exhibit D hereto (the “Assignment Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees;
(v) a counterpart to the Purchaser Manufacturing and Supply Agreement, in substantially the form attached as Exhibit E-1 hereto (the “Purchaser Manufacturing and Supply Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees;
(vi) a counterpart to the Seller Manufacturing and Supply Agreement, in substantially the form attached as Exhibit E-2 hereto (the “Seller Manufacturing and Supply Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees;
(vii) a counterpart to the ORx Distribution Agreement, in substantially the form attached as Exhibit E-3 hereto (the “ORx Distribution Agreement”), duly executed by Purchaser and, if applicable, one or more of the Purchaser Designees; and (viii) the Purchaser FDA Transfer Letters, duly executed by Purchaser or the applicable Purchaser Designees.
(b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser (or, in the case of the Seller FDA Transfer Letters, to the applicable Governmental Entity, with a simultaneous copy to Purchaser) the following:
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Closing Deliveries. (a) At the Closing, the Company and the Stockholders’ Representative, as applicable, shall deliver or caused to be delivered to Buyer each of the following:
(i) a duly executed certificate, dated as of the Closing Date, of the Company stating that the Shares are not “United States real property interests” within the meaning of Section 897(c)(1) of the Code; provided that, notwithstanding anything else to the contrary herein, if the Company fails to deliver such certificate and Buyer elects to proceed with Closing, Buyer shall be entitled to withhold or cause to be withheld from payments otherwise payable to Holders all amounts required to be withheld pursuant to Section 1445 of the Code;
(ii) a copy of the certificate of incorporation of the Company certified by the Secretary of State of Delaware and a certificate of good standing of the Company, in each case, dated within ten days of the Closing Date;
(iii) copies of the resolutions or written consent duly adopted by the board of directors of the Company (the “Company Board”) authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is party, and the consummation of all transactions contemplated hereby and thereby;
(iv) the Escrow Agreement, duly executed by the Stockholders’ Representative and the Escrow Agent;
(v) executed payoff letters from the holders of the Indebtedness listed on Section 2.15(a)(v) of the Company Disclosure Schedule and any Indebtedness of the Company or any wholly owned Company Subsidiary permitted to be incurred under Section 5.01(g)(iv) in connection with an Approved Acquisition under Section 5.01(d)(ii), or in the case of the Notes, other evidence from the trustee under the applicable Notes Indenture of the redemption or satisfaction and discharge of all obligations under or in respect of the relevant series of Notes in form and substance reasonably satisfactory to Buyer (the “Payoff Letters”), that (A) contain customary terms, (B) reflect the amounts required in order to pay in full all obligations related to such Indebtedness as of the Closing and (C) provide that, upon payment in full of the amounts indicated, all such Indebtedness shall be satisfied in full and any Liens with respect to the assets of the Company or its Subsidiaries or the Managed Unconsolidated Joint Ventures and all agreements and obligations relating to such Indebtedness shall be terminated and of no further force and effect;
(vi) a...
Closing Deliveries. (a) At the Closing, the ACE Selling Parties shall deliver to Buyer:
(i) the certificates, if any, representing the ACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such ACE Lo Equity Interests to Buyer;
(ii) the resignations or evidence of their removal from office of the persons named on Schedule III(a) as directors, officers and managers, as applicable, of ACE Lo and Brighton Park Maintenance Corp., effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities;
(iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof;
(iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and
(v) owners’ affidavits and indemnities in the forms attached to the preliminary certification and report on title for each parcel of the ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and Reports”).
(b) At the Closing, AREH shall deliver to Buyer:
(i) the certificates, if any, representing the AREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer;
(ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with any required amendments to the organizational documents of the Companies and filings with Governmental Entities;
(iii) the certificates required by Section 10.2(a) and Section 10.2(b) hereof;
(iv) affidavits executed by AREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and
(v) owner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” ...
Closing Deliveries. All actions taken at the Closing shall be deemed to have been taken simultaneously.
Closing Deliveries. (a) At the Closing, Seller shall deliver (or cause to be delivered) to Buyer the following documents and instruments of conveyance and assignment, in each case reasonably satisfactory in form and substance to Buyer and its counsel and duly executed by Seller or such other signatory as may be required by the nature of the document:
(i) grant deeds in recordable form effective to vest in Buyer good and marketable fee simple title to all parcels of the Owned Real Property, in each case free and clear of all Liens (other than Permitted Liens);
(ii) duly executed bills of sale, certificates of title, endorsements, assignments, consents and other good and sufficient instruments of sale, conveyance, transfer and assignment sufficient to sell, convey, transfer and assign the Authorizations, the Tangible Personal Property, the Assumed Contracts and the other Assets to Buyer free and clear of any Liens (other than Permitted Liens) and to quiet Buyer’s title thereto;
(iii) certified copies of the required consents or resolutions of the directors, members, managers, and/or partners of Seller (or a committee thereof duly authorized), authorizing the execution, delivery and performance by Seller of the transactions contemplated by this Agreement, and certification that such consents or resolutions were duly adopted at a duly convened meeting of the directors, members, managers, or partners or committee, at which a quorum was present and acting throughout or by unanimous written consent, and that such consents or resolutions remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto;
(iv) a certificate, dated as of the Closing Date, executed by an officer of Seller certifying (A) that the representations and warranties of Seller contained in this Agreement are true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made solely as of a prior date; and (B) that Seller has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date;
(v) subject to the provisions of ...