Closing Events Clause Samples
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Closing Events. At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.
Closing Events. At the Closing, subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following "Closing Transactions":
Closing Events. At the Closing, each of the Parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all stock certificates, officers’ certificates, agreements, resolutions, schedules, or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the other Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated by this Agreement. If agreed to by the Parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by efax, fax, email and/or express courier.
Closing Events. On each Closing, the parties shall comply with their respective obligations specified in Schedule 6. The Seller may waive some or all of the obligations of the Purchaser as set out in Schedule 6 and the Purchaser may waive some or all of the obligations of the Seller as set out in Schedule 6.
Closing Events. At the Closing IACH and CORP shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby
Closing Events. On Closing, the Seller and the Purchaser shall comply with their respective obligations specified in Schedule 1.
Closing Events. At the Closing, each of the respective parties shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all officers’ certificates, opinions, financial statements, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, and the documents and certificates provided in Sections 5.2, 5.4, 6.2, 6.4 and 6.5, together with such other items as may be reasonably requested by the parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. If agreed to by the parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by fax, email and/or express courier.
Closing Events. At Closing, the following events shall take place, all of which shall be considered to take place concurrently:
Closing Events. At the Closing, each of the respective parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all stock certificates, officers’ certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, and the documents and certificates provided in Sections 5.2, 5.4, 6.2, 6.4 and 6.5, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. If agreed to by the parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by efax, fax, email and/or express courier. At the Closing, the Exchange Shares shall be issued in the names and denominations provided by (“HWI”). (a).
Closing Events. At the Closing upon the Closing Date:
11.2.1 Purchaser, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreement.
11.2.2 Seller shall execute and deliver to Purchaser the ▇▇▇▇ of Sale and any other documents of transfer regarding personal property.
11.2.3 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements.
11.2.4 Purchaser shall execute and deliver to Seller the Certificate of Assumption, in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement.
11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5.
11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed.
11.2.7 The parties shall complete and execute the Memorandum of Allocation.
11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement free and clear of all liens and encumbrances.
11.2.9 ▇▇. ▇▇▇▇▇▇ ▇. Williamson shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaser.
11.2.10 Seller shall deliver to Purchaser a fully executed IRPTA Document.
11.2.11 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) of the Illinois Income Tax Act and Section 5(j) of the Illinois Retailers Occupation Tax Act.
11.2.12 Seller shall execute and deliver to Purchaser the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered for the transfer of real estate like the Real Property, including without limitation, the Title Commitment and Title Policy.
11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of t...