Closing Obligations Sample Clauses
The Closing Obligations clause outlines the specific actions, deliverables, and conditions that each party must fulfill at the closing of a transaction. This typically includes the exchange of documents, payment of purchase price, transfer of ownership or assets, and confirmation that all pre-closing conditions have been met. By clearly defining these requirements, the clause ensures that both parties understand their responsibilities at closing, thereby reducing the risk of disputes and facilitating a smooth completion of the transaction.
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Closing Obligations. At the Closing:
(a) Sellers will deliver to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer;
(ii) noncompetition agreement and a two year employment letter agreement for a salary of $178,000, plus the Management Incentive Plan bonus and other prerequisites of an executive of Selfix in the form of Exhibit 2.5(a)(ii), executed by Rich▇▇▇ ▇. ▇▇▇▇▇;
(iii) noncompetition agreement in the form of Exhibit 2.5(a)(iii), executed by Leon▇▇▇ ▇. ▇▇▇▇▇ (▇▇ch agreement, together with the noncompetition agreement described in (iv) above, shall be referred to collectively as the "Noncompetition Agreements"); and
(iv) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5).
(b) Buyer will deliver:
(i) to Sellers promissory notes in the form of Exhibit 2.5(b) in the following amounts: Leon▇▇▇ ▇. ▇▇▇▇▇ $ Rich▇▇▇ ▇. ▇▇▇▇▇ $ Lawr▇▇▇▇ ▇. ▇▇▇a $ Mich▇▇▇ ▇. ▇▇▇a $ Barb▇▇▇ ▇. ▇▇▇a $
(ii) to Sellers a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and
(iii) to Rich▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Leon▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Noncompetition Agreements and a two year employment agreement for a salary of $178,000, plus the Management Incentive Plan bonus and other prerequisites of an executive employee of Selfix executed by Buyer; and
(iv) to the escrow agent referred to in the Escrow Agreement, the sum of $100,000.
(c) Buyer and Sellers will enter into the Escrow Agreement described in Section 10.3.
(d) Buyer intends to make a Section 338(h)(10) election pursuant to the Internal Revenue Code in connection with the Contemplated Transactions. Sellers agree to cooperate with Buyer in making such election, including filing, and causing the Company to file, any necessary elections with the Internal Revenue Service. In that regard, each of the Sellers agree to execute a power of at...
Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller shall execute, acknowledge and deliver to Buyer
(i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and
(ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);
(b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;
(c) Seller shall deliver to Buyer possession of the Assets;
(d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;
(e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;
(f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”);
(g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and
(h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.
Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
Closing Obligations. At the Closing:
Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
Closing Obligations. (a) At the Closing, the following deliveries will be made to Buyer:
(i) an assignment of the IDE Membership Interests, duly executed by IRG, free and clear of all Encumbrances;
(ii) an assignment of the IRG Membership Interests, duly executed by IESG, free and clear of all Encumbrances;
(iii) an assignment of all right, title and interest of Insignia IP in the DE Marks, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary public;
(iv) an assignment of all right, title and interest of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances;
(v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG;
(vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG;
(vii) the Lien Releases;
(viii) an agreement, in the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and
(ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents."
(b) At the Closing, Buyer will deliver to the Seller Parties:
(i) the Closing Amount;
(ii) the Support Services Agreement, duly executed by Buyer and IRG;
(iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and
(iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."
Closing Obligations. At Closing, the Buyer and the Seller shall take the following actions, in addition to such other actions as may otherwise be required under this Agreement:
Closing Obligations. At the Closing:
(a) Sellers will deliver to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer;
(ii) releases in the form of Exhibit 3 executed by Sellers (collectively, "Sellers' Releases");
(iii) an employment agreement in the form of Exhibit 2, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Employment Agreement");
(iv) Subscription Agreements in the form of Exhibit 7 executed by Sellers (collectively, the "Subscription Agreements");
(v) investment letters in the form of Exhibit 4, executed by Sellers (collectively, the "Investment Letters"); and
(vi) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 6.5); and
(vii) a Loan agreement and Promissory Note in the form of Exhibits 6 and 7, executed by the Company and guaranteed by certain Sellers (the "Loan Agreement"); and
(b) Buyer will deliver to Sellers:
(i) certificates for common stock in Buyer totalling 258,782 shares of common stock; and
(ii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date;
Closing Obligations. At the Closing:
(a) The Sellers, will deliver to Buyer:
(i) certificates representing the Common Shares held by the Sellers , duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer;
(ii) a certificate executed by each of the Sellers representing and warranting to Buyer that each of the representations and warranties by him, or it in this Agreement was accurate in all material respects as of the date of this Agreements and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Sellers' Disclosure Schedule that were delivered by the Company to Buyer prior to the Closing Date in accordance with Section 6.5); and
(iii) such other documents as are required to be provided pursuant to Section 8; and
(b) Buyer will deliver to each Seller:
(i) the amount to be paid to each Sellers at the Closing as determined pursuant to Section 2.2 above. Such amounts shall be paid by bank cashier's check payable to each Seller.
(ii) a certificate executed by Buyer representing and warranting to each Seller that each of Buyer's representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to any schedules that were delivered, pursuant to this Agreement, by the Buyer to the Sellers or the Company prior to the Closing Date in accordance with Section 7.3);
(iii) such other documents as are required to be provided pursuant to Section 9;
Closing Obligations. (a) At the Closing, Seller shall, or with respect to SIS, cause GAC to, deliver to Buyer:
(i) certificates representing the Shares of the Acquired Companies that are direct subsidiaries of Seller and GAC, duly endorsed (or accompanied by duly executed stock powers) in proper form for transfer of such Shares, with appropriate transfer stamps, if any, affixed, to Buyer;
(ii) a Transition Services Agreement, substantially in the form attached hereto as Exhibit A (the "Transition Services Agreement");
(iii) an Intellectual Property License from Seller to Buyer, substantially in the form attached hereto as Exhibit B (the "Buyer Intellectual Property License");
(iv) a Transitional Trademark License, substantially in the form attached hereto as Exhibit C (the "Transitional Trademark License");
(v) a Lease Agreement for the Redmond, WA campus facility, substantially in the form attached hereto as Exhibit D (the "Lease Agreement"); and
(vi) a copy of each new Investment Company Advisory Agreement (or, where permitted, approval of the continuation of the existing Investment Company Advisory Agreement) described in Section 4.9(b)(i)(B)(x).
(b) At the Closing, Buyer shall, and Parent shall cause Buyer to, deliver to Seller, including for the benefit of GAC with respect to SIS:
(i) $1,350,000,000 (the "Closing Consideration") by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days' prior to the Closing Date, subject to the post-Closing purchase price adjustment pursuant to Section 1.4 hereof;
(ii) the Transition Services Agreement;
(iii) the Transitional Trademark License; and
(iv) the Lease Agreement (the documents described in clauses (ii)-(iv) along with this Agreement and the Buyer Intellectual Property License, being referred to collectively as the "Transaction Documents").