Deliveries and Proceedings at the Closing Sample Clauses

Deliveries and Proceedings at the Closing. At the Closing:
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Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing:
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Deliveries and Proceedings at the Closing. At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Article VII below:
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Deliveries and Proceedings at the Closing. At the Closing, the parties shall execute and deliver each agreement and instrument required or contemplated by this Agreement to be so executed and delivered and not theretofore executed and delivered. In addition, at the Closing, (i) Purchaser shall deliver to Seller the Purchase Price, and (ii) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, duly endorsed in blank for transfer or accompanied by duly executed irrevocable stock powers in blank, free and clear of all liens, encumbrances, pledges, options, voting agreements, contractual rights or other claims whatsoever. All actions taken at the Closing shall be deemed to occur simultaneously.
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Deliveries and Proceedings at the Closing. At the Closing, the parties shall execute and deliver each agreement and instrument required or contemplated by this Agreement to be so executed and delivered and not theretofore executed and delivered, including, without limitation: (a) Purchaser shall deliver to Seller the payment required by Section 2.2; and (b) Seller shall deliver to Purchaser (i) the certificate or certificates evidencing the Shares, duly endorsed in blank for transfer or accompanied by duly executed irrevocable stock powers in blank, free and clear of all Liens, voting agreements, contractual rights or other claims whatsoever; and (ii) a certificate in accordance with Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller is not a "foreign person." If, on or prior to the Closing, Purchaser shall not have received such certificate identified in (ii) above, Purchaser may withhold from the Purchase Price such sums as are required to be withheld therefrom under Section 1445 of the Code. All actions taken at the Closing shall be deemed to occur simultaneously.
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Deliveries and Proceedings at the Closing. At the Closing, the following shall occur:
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Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing: (a) Deliveries to AlliedSignal and Buyer. Parent and Sellers shall deliver to AlliedSignal and Buyer: (i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Buyer, to evidence the transfer to Buyer of the Purchased Assets (other than the Owned Real Property) in accordance herewith, duly executed by Sellers; (ii) any consents to transfer of all transferable or assignable Contracts and Permits obtained by Parent and the Sellers as of Closing and all consents referred to in Section 5.1(d); (iii) title certificates to any motor vehicles included in the Purchased Assets, duly executed by each Seller with any interest therein (together with any other transfer forms necessary to transfer title to such vehicles); (iv) one or more deeds of conveyance to Buyer of the Owned Real Property, in forms reasonably satisfactory to Buyer, sufficient to transfer to Buyer good and marketable, and insurable, fee simple title to the Owned Real Property included in the Purchased Assets in accordance herewith, duly executed and acknowledged by each Seller with any interest therein and in recordable form; (v) one or more title insurance policies, in form, substance and amount, and issued by title insurance Sellers reasonably acceptable to Buyer, and containing such endorsements and affirmative coverage as Buyer shall reasonably request, insuring Buyer's fee simple title to the Owned Real Property subject only to the Permitted Liens, the cost of which shall be paid 50% by Parent and Sellers and 50% by AlliedSignal and Buyer; (vi) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens in the Purchased Assets; (vii) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Owned Real Property, in form reasonably satisfactory to Buyer, duly executed by each Seller transferring Owned Real Property (the "FIRPTA Affidavit"); (viii) the certificates and other documents required to be delivered by Parent and Sellers pursuant to Section 5.1 and certified resolutions evidencing the authority of Parent and Sellers as set forth in Section 2.3; (ix) all such other documents and instruments of conveyance as shall, in the reasonable opinion of Buyer, be necessary to transfer to Buyer the Purchased Assets in accordance herewith and, where necessary...
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Deliveries and Proceedings at the Closing. At the Closing,
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Related to Deliveries and Proceedings at the Closing

  • Deliveries at the Closing At the Closing:

  • Actions at the Closing At the Closing:

  • Deliveries at Closing At the Closing:

  • Pending Proceedings and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Actions at Closing At the Closing, the following actions will take place:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Shareholders Statements and Reports Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished.

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