Closing Deliveries of Buyer Sample Clauses
The 'Closing Deliveries of Buyer' clause outlines the specific documents, payments, and actions that the buyer must provide or complete at the closing of a transaction. Typically, this includes delivering executed agreements, payment of the purchase price, and any other required certificates or consents. By clearly listing these obligations, the clause ensures that all necessary items are exchanged to finalize the deal, thereby preventing misunderstandings and facilitating a smooth closing process.
Closing Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to the Seller Parties:
(a) a certificate of good standing for Buyer issued as of a recent date by the Secretary of State of the State of South Dakota;
(b) a certificate of good standing for each of the Buyer Subsidiaries issued as of a recent date by the Secretary of State of their state of organization or incorporation, as applicable;
(c) a certificate of the secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Seller Parties, certifying to (i) Buyer’s certificate or articles of formation or incorporation, operating agreement or bylaws in effect as of the Closing Date, (ii) the resolutions of the Board of Managers of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents contemplated hereby to which Buyer is party and the consummation of the transactions contemplated hereby and thereby, and (iii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver this Agreement and each other Transaction Document to which Buyer is a party;
(d) a certificate of the secretary of each Buyer Subsidiary being allocated any portion of the Purchased Assets and Assumed Liabilities, dated the Closing Date, in form and substance reasonably satisfactory to the Seller Parties, certifying to (i) such Buyer Subsidiary’s certificate or articles of formation or incorporation, operating agreement or bylaws in effect as of the Closing Date, (ii) the resolutions of the Board of Managers or other governing body of such Buyer Subsidiary authorizing the execution, delivery and performance of the Joinder Agreement (as defined below) and the consummation of the transactions contemplated thereby and by any other Transaction Document to which such Buyer Subsidiary is party (including by execution and delivery of the Joinder Agreement), and (iii) the incumbency and signatures of the officers of such Buyer Subsidiary authorized to execute and deliver the Joinder Agreement and each other Transaction Document to which such Buyer Subsidiary is a party;
(e) a joinder agreement, in form and substance satisfactory to the Seller Parties (each, a “Joinder Agreement”), pursuant to which each Buyer Subsidiary agrees to (i) be bound by all of the terms and conditions of this Agreement (including such Buyer Subsidiary’s obligations under Article X of this Agreement) and (ii) execute and delivery to the Seller Parti...
Closing Deliveries of Buyer. At Closing, Buyer will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to Seller:
(a) copies of the resolutions or consent action adopted by or on behalf of the Board of Directors and the shareholders of Buyer evidencing approval of this Agreement and the Transaction;
(b) A fully executed and completed copy of this Agreement and any other necessary documents, each duly executed by Buyer, as required to give effect to the Transaction; and
(c) evidence of payment of Purchase Price by the Buyer to the bank account in accordance with section 2.3 hereof.
Closing Deliveries of Buyer. At the Closing (or such earlier date if specified below), Buyer shall deliver the following items to Seller or to the recipient specified below, each in form and substance satisfactory to Seller:
(i) the Purchase Price, as adjusted in accordance with Section 2.2, less the Indemnification Escrow Amount, less the IDR Withholding Amount;
(ii) the Indemnification Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations as set forth herein pursuant to the Escrow Agreement;
(iii) counterparts of the Consulting Agreement and the Restrictive Covenant Agreement, duly executed by ▇▇▇▇▇;
(iv) the Escrow Agreement, duly executed by ▇▇▇▇▇ and the Escrow Agent;
(v) all of Buyer’s representations and warranties herein and in any other document delivered to Seller in connection with the transactions contemplated hereby shall be true and correct, and Buyer shall have delivered a certificate to such effect to Seller; and
(vi) a certificate of the Secretary of Buyer certifying (a) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other agreements, instruments, certificates and documents delivered by or on behalf of Buyer pursuant to this Agreement, and (b) the resolutions of the board of managers of Buyer approving this Agreement and the other agreements, instruments, certificates and documents delivered by or on behalf of Buyer pursuant to this Agreement.
Closing Deliveries of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller simultaneously with the delivery of the items referred to in Section 2.6 above:
Closing Deliveries of Buyer. In addition to the other covenants set forth in this Agreement, on or prior to the Closing, Buyer shall have delivered to Seller the following:
(a) the electronic delver of the shares of Common Stock representing the Purchase Price;
(b) a certificate of ▇▇▇▇▇’s secretary or an assistant secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by ▇▇▇▇▇’s board of directors and authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
Closing Deliveries of Buyer. At the Closing, Buyer will deliver to Sellers (i) the cash portion of the Purchase Price pursuant to Section 4.1(a), (ii) the Parent Securities, (iii) such instruments of assumption as shall reasonably be requested by Sellers to effect or evidence the assumption by Buyer of the Assumed Liabilities and (iv) all closing certificates, opinions of counsel and other documents (including Parent Security Documents) required to be delivered by Buyer to Sellers at the Closing pursuant to this Agreement.
Closing Deliveries of Buyer. On the Closing Date, in exchange for the transfer, assignment, conveyance and delivery of Subject Assets by Sellers to Buyer, Buyer shall execute and deliver the following to Sellers:
(a) a certificate evidencing resolutions (or commensurate authority) of the Board of Directors of Buyer, certified by the Secretary or other appropriate officer or agent of Buyer, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents;
(b) an amount equal to (i) the Purchase Price less the Security Deposit plus any interest or other amounts accrued thereon, plus (ii) the Cure Payment, payable by wire transfer to an account specified in writing by Sellers;
(c) for each Vessel, a counterpart executed by Buyer of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from Seller to Buyer; and
(d) an assignment and assumption agreement in the form of Exhibit D hereto.
Closing Deliveries of Buyer. At the Closing, the Buyer shall take the following actions and deliver the following documents and instruments to the Sellers, as applicable:
(a) The Estimated Cash Payment in proportion to the Pro Rata Shares;
(b) The Equity Consideration in proportion to the Pro Rata Shares in the manner contemplated by Section 1.4(b) hereof and in the amount set forth in Schedule 9 hereof;
(c) a certificate from the Secretary of Buyer, dated as of the Closing Date, attaching and certifying their respective (A) Organizational Documents and (B) authorizing resolutions approving this Agreement, the Ancillary Agreement and the transactions contemplated hereby;
(d) Evidence that the TSX has conditionally approved, subject only to customary listing conditions, the issuance of the Equity Consideration, and such approval will not have been revoked;
(e) The Escrow Agreement, duly executed by Buyer; and
(f) all other instruments and documents required by this Agreement to be delivered by Buyer to the Sellers, and such other instruments and documents which Sellers or their counsel may reasonably request to effectuate the transactions contemplated hereby.
Closing Deliveries of Buyer. Buyer shall deliver, or caused to be delivered, to the Seller Parties, Paying Agent or Escrow Agent, as the case may be, the following:
3.2.2.1. To Seller or the Paying Agent, as applicable, the Closing Cash Payment less the Indemnification Escrow Amount by wire transfer of immediately available funds, to an account designated by Seller or Paying Agent (as applicable), by notice to Buyer, which notice shall be delivered not later than two Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount);
3.2.2.2. To Escrow Agent, the Indemnification Escrow Amount, .
3.2.2.3. To Seller or the Paying Agent, as applicable, a duly executed share transfer deed in respect of the Shares, in the form attached hereto as Exhibit 3.2.1.1;
3.2.2.4. To the Seller, copies of the dully executed resolutions of the Board of Directors of the Buyer and DPW Holdings, Inc., a Delaware corporation and the parent company of the Buyer (“DPW”) in the form attached hereto as Exhibit 3.2.2.4(a) and Exhibit 3.2.2.4(b), respectively, by which, inter alia, the execution, delivery and performance of this Agreement and all other agreements ancillary to this Agreement shall have been approved;
3.2.2.5. To the Seller, a certificate in the form attached hereto as Exhibit 3.2.2.5 executed by the Chief Executive Officer or director of the Buyer, acting on behalf of the Buyer, certifying that (i) the representations and warranties of the Buyer hereunder are true and correct as of the Closing Date in all material respects; (ii) Buyer has performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date; and (iii) all documents to be executed and delivered by the Buyer at the Closing have been executed by a duly authorized representative of Buyer.
Closing Deliveries of Buyer. At the Closing, Buyer will deliver or cause to be delivered (i) to the Noteholders, the Note Closing Payment, (ii) to the Shareholders, the Share Purchase Price and (iii) to the Sellers, all documents required to be delivered by Buyer at the Closing pursuant to this Agreement.