Closing Deliveries Sample Clauses
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. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties:
(a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.
(b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.
(c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.
(d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)
(e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.
(f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing.
(g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies).
(h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation:
(i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing;
(ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and
(iii) Charters o...
Closing Deliveries. At the Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously, and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered:
4.2.1 The Seller deliver to the Purchaser the following:
(a) Possession of the Acquired Assets (to the extent applicable).
(b) Such duly executed bills of sale, endorsements, assignments and other instruments of transfer and conveyance necessary to vest in the Purchaser the rights, title and interests of the Seller in and to the Acquired Assets, free and clear of all Security Interests other than Permitted Liens.
(c) A certificate executed by the CEO or CFO of the Seller (without personal liability therefor), or alternatively by another officer duly authorized by the Seller's Board of Directors confirming the satisfaction of the conditions set forth in Section 5.1 and 5.2.
(d) Seller's balance sheet for the Cut-off Date (a draft of which shall be delivered at least five (5) business days prior to the Closing, but in no event prior to January 15, 2010) (the "Cut-off Date Statement").
4.2.2 The Purchaser shall deliver to the Seller the following:
(a) The Purchase Price.
(b) Such duly executed bills of sale, endorsements, assignments and other instruments of transfer and conveyance necessary to vest in the Purchaser the rights, title and interests of the Seller in and to the Acquired Assets, free and clear of all Security Interests other than Permitted Liens.
(c) Undertakings duly executed by Purchaser, in form and substance reasonably satisfactory to the Seller, whereby Purchaser assumes and agrees to discharge when due the Assumed Liabilities.
(d) A certificate executed by an officer duly authorized by the Purchaser's Board of Directors confirming the satisfaction of the conditions set forth in Section 5.1.
Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, and/or Purchaser shall deliver or cause to be delivered to Seller, as applicable:
(a) A bxxx of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit E (the “Bxxx of Sale”), duly executed by each Party thereto, and any other instruments of assignment and transfer duly executed by Seller and Aerojet, in form and substance reasonably satisfactory to counsel for Purchaser, sufficient to convey, transfer and assign to Purchaser all right, title and interest of Seller and Aerojet (to the extent of their respective ownership interests) in and to the Purchased Assets;
(b) The transition services agreement in substantially the form attached hereto as Exhibit F (the “Transition Services Agreement”), as revised by the Parties on or before Closing to delete those Services (as defined therein) which Purchaser will not require be provided by the Seller Parties in accordance with the terms thereof, duly executed by each Party thereto;
(c) A ground lease between Aerojet and Purchaser in substantially the form attached hereto as Exhibit G (the “Ground Lease”), and the documents provided for therein (provided that the parties shall cooperate to prepare Exhibits I-K of such Ground Lease as such exhibits are described therein, in form reasonably acceptable to both parties, prior to the Closing), each duly executed by each Party thereto;
(d) A lease between Aerojet and Purchaser for certain warehouse buildings located on Aerojet land outside of the Leased Property in substantially the form attached hereto as Exhibit H (the “Warehouse Lease”), duly executed by each Party thereto;
(e) A lease between Aerojet and Purchaser for a certain building located on the Leased Property in substantially the form attached hereto as Exhibit I (the “Aerojet Lease”), duly executed by each Party thereto;
(f) The certificates and other documents required to be delivered pursuant to ARTICLE IX;
(g) Payment by wire transfer in immediately available funds of the portion of the Purchase Price identified in Section 3.1(b)(i) as adjusted pursuant to the terms of Section 3.1(c);
(h) A true and complete copy, certified by the Secretary or an Assistant Secretary of each Party, of the resolutions duly and validly adopted by the board of directors of that Party evidencing its authorization of the execution and delivery of this Agreement and consummation of the Transaction;
(i) The Tradema...
Closing Deliveries. Seller shall have delivered to or caused to be delivered to Buyer each of the documents specified in Section 7.2.
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. All actions taken at the Closing shall be deemed to have been taken simultaneously.
Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):
(i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee;
(ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser;
(iii) the Registration Rights Agreement, duly executed by the Company;
(iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;
(v) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G;
(vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date;
(vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission;
(viii) the VCOC Letter Agreement, duly executed by the Company; and
(ix) the Prior Notice Letter duly executed by the Company.
(b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):
(i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the head...
Closing Deliveries. Pentegra shall have received all documents, duly executed in form satisfactory to Pentegra and its counsel, referred to in SECTION 9.1.
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 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” ...