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. At the Closing, the Parties shall deliver the documents and instruments that are set forth in this Section 2.6.
(a) At the Closing, Purchaser shall deliver, or cause to be delivered, to the Company (or such other Person as indicated below) all the following:
(i) counterparts of the Escrow Agreement, duly executed by, respectively, Purchaser and the Escrow Agent;
(ii) counterparts of the Paying Agent Agreement, duly executed by, respectively, Purchaser and the Paying Agent;
(iii) a certificate of an authorized officer of Purchaser certifying that (A) attached thereto is a complete and accurate a copy of the written consent of Purchaser’s governing body authorizing the execution, delivery, and performance of this Agreement and any other Transaction Documents to which Purchaser is a party and the consummation of the Transactions, (B) attached thereto is a complete and accurate a copy the written consent of ▇▇▇▇▇▇ Sub’s sole member authorizing the execution, delivery, and performance of this Agreement and any other Transaction Documents to which Merger Sub is a party and the consummation of the Transactions, and (C) such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; and
(iv) the certificates, dated as of the Closing Date, contemplated by Section 6.1(c).
(b) At the Closing, the Company shall deliver to Purchaser (or such other Person as indicated below) all the following:
(i) a copy of the Certificate of Merger, duly executed by the Company;
(ii) counterparts of the Escrow Agreement, duly executed by, respectively, the Equityholder Representative and the Escrow Agent;
(iii) counterparts of the Paying Agent Agreement, duly executed by, respectively, the Equityholder Representative, the Paying Agent and the Company;
(iv) a payoff letter issued by each holder of Indebtedness to be repaid at the Closing, which sets forth (A) the amount required to repay in full all Indebtedness owed to such holder on the Closing Date, (B) the wire transfer instructions for the repayment of such Indebtedness to such holder, and (C) a release of all Liens granted by the Target Companies, if any, to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of such Indebtedness (collectively, the “Payoff Letters”), and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), ...
Closing Deliveries. All actions taken at the Closing shall be deemed to have been taken simultaneously.
Closing Deliveries. At the Closing:
(a) Sellers or the Company, as appropriate, will deliver or arrange to be delivered to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer;
(ii) a certificate executed by each of the Sellers certifying as to the satisfaction of the Closing conditions set forth in Sections 8.1 and 8.2 hereof with respect to such Seller;
(iii) a certificate executed by the Company certifying as to the satisfaction of the Closing conditions set forth in Sections 8.1 and 8.2 hereof with respect to the Company;
(iv) the Escrow Agreement, duly executed by the Sellers and by the Escrow Agent, and duly executed copies of all other agreements, certifications, and other documents required to be executed and delivered by the Company and Sellers hereunder at the Closing; and
(v) written resignations of each of the directors and officers of the Company.
(b) Buyer will deliver to:
(i) the Sellers, the portion of the Purchase Price payable to such Persons in accordance with Section 2.2(b)(ii) hereof;
(ii) the Escrow Agent, the Escrow Amount, in accordance with Sections 2.2(b)(i) and 2.5;
(iii) the Sellers, a certificate executed by Buyer certifying as to the satisfaction of the Closing conditions set forth in Sections 9.1 and 9.2 hereof; and
(iv) the Sellers, the Escrow Agreement, duly executed by the Buyer, and duly executed copies of all other agreements, certifications, and other documents required to be executed and delivered by Buyer hereunder at the Closing.
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) this Exhibit A to the Subscription Agreement, duly executed by the Company;
(ii) one or more stock certificates, evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser or as otherwise set forth on the Stock Certificate Questionnaire and in form satisfactory to Purchaser (the “Stock Certificates”);
(iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit A, executed by such counsel and addressed to the Company and Purchaser;
(iv) legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇, dated as of the Closing Date and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Company and the Purchaser;
(v) the Registration Rights Agreement, duly executed by the Company; and
(vi) a certificate of the Secretary of the Company (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 and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;
(vii) the Compliance Certificate referred to in Section 3(g); and
(viii) the Escrow Agreement, duly executed by the Company and U.S. Bank National Association, as escrow agent.
(b) On or prior to the Closing, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):
(i) this Agreement, duly executed by such Purchaser;
(ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; and
(iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached to the Subscription Agreement.
Closing Deliveries. 8.1. At the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser’s attorneys):
(a) a Special Warranty Deed in the form attached hereto as Exhibit F (the “Deed”), duly executed by Seller and acknowledged on behalf of Seller;
(b) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Seller;
(c) an Assignment and Assumption of Leases, in the form attached hereto as Exhibit H (the “Assignment and Assumption of Leases”), executed by Seller;
(d) a signed notice to each Tenant advising it of the within sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller;
(e) subject to the terms of Section 2.4, evidence of the termination of each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and all other Contracts being referred to as the “Assigned Contracts”);
(f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (ii) required permanent certificates of occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”);
(g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (the “Guaranties and Warranties”);
(h) an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by...
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. (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. Buyer shall have received at or prior to the Closing each of the following documents:
(a) an assignment of the NST Venture Interest, executed by NST, in form and substance satisfactory to Buyer and its counsel, and certificates representing all of the Shares, in the name of Buyer or its designee;
(b) a guaranty, executed by a person or entity reasonably acceptable to Buyer (the "▇▇▇▇▇▇ Group Guarantor"), and in form and substance reasonably acceptable to Buyer, dated as of the Closing Date pursuant to which the ▇▇▇▇▇▇ Group Guarantor guarantees the prompt and complete payment and performance of the obligations of the ▇▇▇▇▇▇ Group under Section 9.1 of this Agreement; it being agreed that the guaranty will be primary (but total liability cannot exceed the limits contemplated by Section 9) and will have a term of six years (subject to extension in the event a Claim or threatened Claim is pending at the end of the six year period which is not resolved prior to the end of such six year period), and will provide that the ▇▇▇▇▇▇ Group Guarantor will maintain a minimum net worth during the period of the guaranty of $20 million.
(c) a guaranty, executed by Oak Industries, Inc. ("Oak"), a publicly traded corporation and the ultimate corporate parent of NST (the "OAK GUARANTOR"), and in form and substance reasonably acceptable to Buyer, dated as of the Closing Date, pursuant to which the Oak Guarantor guarantees the prompt and complete payment and performance of the obligations of NST under Section 9.1 of this Agreement it being agreed that, the guaranty will be primary (but total liability cannot exceed the limits contemplated by Section 9) and will have a term of six years (subject to extension in the event a Claim or threatened Claim is pending at the end of the six year period which is not resolved prior to the end of such six year period).
(d) a certificate executed by each Seller evidencing satisfaction by each Seller of the conditions specified in this Section 7;
(e) a certificate of the Secretary of State of the state of incorporation or formation of each Seller that is a corporation (each, a "CORPORATE SELLER"), and Harriscope as to the legal existence and good standing of each Corporate Seller, and Harriscope, as of a date no more than five business days prior to the Closing;
(f) certificates of the Secretary of each Corporate Seller attesting to the incumbency of each Corporate Seller's officers, and the authenticity of the resolutions authorizing the tran...
Closing Deliveries. On the Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the OP Agreement and other 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 shall be the following:
(a) The OP Agreement and the Articles;
(b) The Amendment to the OP Agreement or other evidence of the transfer of Merger Consideration to its Equity Holders pursuant to Section 1.7;
(c) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder as set forth in the Articles on request and without charge;
(d) An affidavit from the Management Company (or, if the Management Company is a disregarded entity within the meaning of Section 1.1445-2(d)(2)(iii), the sole owner of the Management Company for such purposes) of non-foreign status satisfying the requirements of Treasury Regulation section 1.1445-2(b)(2);
(e) Any other documents that are in the possession of the Management Company or which can be obtained through the Management Company’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership or that are reasonably necessary or desirable to effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, assignments of all state and local transfer Tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation;
(f) The Operating Partnership and the Company on the one hand and the Management Company on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions, as applicable authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Management Company) and t...