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. (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following to Buyer:
(i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by a duly authorized officer of Seller or its applicable Affiliate;
(ii) a receipt acknowledging receipt of the Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of Seller;
(iii) the tangible Purchased Assets; provided, that (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations set forth in Schedule 2.4.2(a)(iii) and which may be delivered (1) [***] with respect to Sections 2.1.1(a) (Purchased Regulatory Approvals) and 2.1.1(b) (Purchased Regulatory Documentation), (2) [***] with respect to Section 2.1.1(d) (Purchased Intellectual Property) [***] under Section 2.1.1(c) and, (3) [***] and (B) Seller may retain copies of the Purchased Regulatory Documentation included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business);
(iv) the Seller FDA Transfer Letter; and
(v) the Seller Health Canada Transfer Letter.
(b) At the Closing, Buyer shall deliver the following to Seller:
(i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly executed by a duly authorized officer of Buyer or its applicable Affiliate;
(ii) the Closing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment);
(iii) the Buyer FDA Transfer Letter; and
(iv) the Buyer Health Canada Transfer Letter.
(c) Buyer shall conduct a quality and completeness review of the Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purch...
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. The Vendor will have delivered or caused to be delivered to the Purchaser the following, each in form and substance satisfactory to the Purchaser or in the form attached to this Agreement:
(i) share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by an instrument of transfer transferring the Purchased Shares to the Purchaser or its nominee duly executed by the holder of record, together with evidence satisfactory to the Purchaser that the Purchaser or its nominee(s) have been entered upon the books of the Corporation as the holder of the Purchased Shares;
(ii) certified copies of: (A) the Governing Documents of each of the Purchased Corporations and the Vendor; and (B) all resolutions of the directors, and, if required, the shareholders, of the Vendor approving the entering into and completion of the transactions contemplated by this Agreement;
(iii) a certificate executed by a senior officer of the Vendor certifying the matters set out in Section 8.1(a) and 8.1(b);
(iv) a certificate of status, compliance, good standing or similar certificate with respect to each of the Purchased Corporations and the Vendor issued by the applicable Governmental Entity and, in the case of the Purchased Corporations, by each jurisdiction in which it carries on business, dated not more than two (2) Business Days prior to the Closing Date;
(v) a duly executed resignation and release, effective at the Closing, from each of the directors and corporate officers of either of the Purchased Corporations, substantially in the form of the resignation and release in Schedule 8.1(v);
(vi) a duly executed release in favour of the Corporation from the Vendor, in the form of the release in Schedule 8.1(vi);
(vii) the Books and Records of each of the Purchased Corporations; and
(viii) such other documents and ancillary agreements as contemplated herein or therein or as the Purchaser may otherwise reasonably require.
Closing Deliveries. Buyer shall have delivered to Seller, in accordance with the terms of this Agreement, all contracts, agreements, instruments and documents required to be delivered by Buyer to Seller pursuant to Section 2.3.
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. Buyer shall have received, at or prior to the Closing, the following:
(i) a certificate executed by the Secretary of each of the Companies certifying as of the date of Closing (A) a true and correct copy of the certificate or articles of incorporation of each of the Companies, (B) a true and correct copy of the bylaws of each of the Companies, and (C) incumbency matters;
(ii) a certificate executed by the Shareholders' Representatives certifying that, as of the date of Closing, (i) he or she has made inquiry of the appropriate Personnel of the Companies and (ii) the conditions set forth in Sections 6.1, 6.2, 6.3 and 6.9 have been satisfied;
(iii) a copy of the certificate or articles of incorporation of each of the Companies and all amendments thereto, each certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization or other appropriate governmental official;
(iv) a certificate of the appropriate Secretary of State or other appropriate governmental official certifying the good standing of the Companies in their respective jurisdictions of organization and all other states where they are qualified to do business;
(v) physical possession of all original minute books, corporate seals and stock ownership records of the Companies, as well as the actual stock certificates representing all the shares of capital stock of the Companies;
(vi) physical possession of all Books and Records (other than those covered by clause (vi) above), Licenses and Permits, policies, Contracts, plans or other instruments of the Companies that are in the possession of the Companies, all such materials to be deemed delivered to Buyer if they are present at any of the farms, plants, offices, processing or manufacturing facilities, stores, warehouses or administration buildings owned or leased by the Companies;
(vii) UCC-11 searches with respect to the Companies, the Business and the Assets used in the Business; and
(viii) all other documents and certificates required to be delivered by Shareholders pursuant to the terms of this Agreement.
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. At or prior to each Closing:
(i) to the extent that PICO’s PICO Membership Interests are certificated, PICO shall deliver to UCP one or more certificates representing the number of PICO Membership Interests specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably satisfactory to the corporate secretary of UCP (the “Secretary ”), duly executed in blank by PICO or PICO’s duly authorized attorney, to be exchanged for Class A Shares based on the Exchange Rate in effect at the applicable Closing;
(ii) PICO shall represent in writing, and at UCP’s reasonable request deliver confirmatory evidence reasonably satisfactory to UCP, that no Liens exist on the PICO Membership Interests delivered pursuant to Sections 2.1(d)(i) (other than transfer restrictions imposed by or under applicable securities laws, the LLC Agreement or this Agreement), or that such Liens have been released;
(iii) if PICO delivers to UCP, pursuant to Section 2.1(d)(i), a certificate representing a number of PICO Membership Interests that is greater than the number of PICO Membership Interests specified in the applicable Exchange Request, UCP will deliver (or cause the Company to deliver) to PICO certificates representing the excess PICO Membership Interests; and
(iv) UCP shall deliver or cause to be delivered to PICO, for credit to the account or at the address specified by PICO in the Exchange Request, the number of Class A Shares that PICO is entitled to receive for PICO Membership Interests in the Exchange. If no account or address is specified in the Exchange Request, the Class A Shares shall be delivered to PICO at the then-acting registrar and transfer agent of the Class A Shares or, if there is no then-acting registrar and transfer agent of the Class A Shares, at the principal executive offices of UCP.