Deliveries at the Closing Sample Clauses
The "Deliveries at the Closing" clause outlines the specific documents, payments, and other items that each party must provide at the closing of a transaction. Typically, this includes items such as executed agreements, transfer documents, certificates, and any required consents or approvals. By clearly listing these deliverables, the clause ensures that all necessary materials are exchanged simultaneously, reducing the risk of incomplete or disputed closings and facilitating a smooth transfer of ownership or rights.
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Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Lease and other Assumed Contract assignments and Intellectual Property transfer documents), bills of sale and warranty deeds in form acceptable to the Buyers, (B) such affidavits, transfer tax returns, memorandums of lease, and other additional documents as may be required by the terms of the title insurance commitments described in Section 4(o) hereof, as necessary to furnish title insurance as required by such section or as may be necessary to convey title to the Real Estate to the Buyers in the condition required herein or provide public notice of existence of the Leases, and (C) such other instruments of sale, transfer, conveyance, and assignment as the Buyers and their counsel reasonably may request; (iv) the Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit B and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.
Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing:
(a) The Company shall cause each of the following to be delivered to Parent:
(i) instruments evidencing the resignation of all directors and officers of the Company;
(ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor;
(iii) a certificate duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents of the Company attached thereto as exhibits; and (C) the incumbency and signature of the officers of the Company who have executed the Transaction Documents to which the Company is a Party;
(iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation;
(v) the FIRPTA Certificate called for by Section 5.7(p); and
(vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent.
(b) Parent shall cause each of the following to be delivered to the Shareholders:
(i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing;
(ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party;
(iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsi...
Deliveries at the Closing. At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a ▇▇▇▇ of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,
Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 6(a) below, (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 6(b) below, (iii) the Seller will deliver to the Buyer stock certificates representing all of his Company Shares, endorsed in blank or accompanied by duly executed assignment documents, and (iv) the Buyer will deliver to the Seller the consideration specified in Section 1(b) above.
Deliveries at the Closing. At the Closing:
(a) Management Sellers will deliver to Buyer:
(i) certificates representing the Sale Shares held by them, accompanied by share transfer forms duly endorsed in blank in proper form for transfer to Buyer;
(ii) the certificate to be delivered pursuant to Section 6.1(c);
(iii) (as agents for each Acquired Entity) all its statutory books (written up to the Business Day immediately preceding Closing) and its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on change of name and any other documents and records being available at the Leased Real Property;
(iv) duly executed deeds of release in Agreed Form releasing the Company and each Acquired Entity from all Guarantees given by any Acquired Entity in respect of the liabilities of any Seller or any of their Affiliates;
(v) the deeds and documents of title to Leased Real Property and all ancillary documents;
(vi) (if not already delivered) the duly executed Disclosure Letter and Closing Disclosure Letter and accompanying disclosure bundles and CD Roms;
(vii) a deed of termination in respect of the Investment Agreement duly executed by or on behalf of the Management Sellers;
(viii) the Employment Agreements, duly executed by or on behalf of the appropriate parties thereto (other than Buyer);
(ix) a certificate of Management Sellers in the Agreed Form certifying as to the amounts (and components thereof) of (A) the aggregate Indebtedness of the Acquired Entities, calculated in accordance with the provisions of Schedule 1 and (B) the aggregate final fees and expenses of the Acquired Entities in connection with the Transactions, as set out in Schedule 3 (the “Agreed Fees”), and confirming that the Indebtedness of the Acquired Entities has not changed and that the Agreed Fees have not changed;
(x) a certificate from the insurance broker of the Acquired Entities, confirming the continuation of the Acquired Entities:
(a) directors’ and officers’ liability insurance for the outgoing directors and officers following Closing; and
(b) insurance cover for insurance claims arising after Closing relating to events that occurred prior to Closing;
(xi) the Banks’ Debt Release Documents;
(xii) the SH Subscription and Call Option Agreement, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇;
(xiii) a pre-stamping voting attorney in the Agreed Form;
(xiv) the KPMG Comfort Letter; and
(xv) the New FOREX Agreement.
(b) ▇▇▇▇▇▇▇ will deliver to Buyer:
(i) certificates representing the Sale ...
Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in ss.6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in ss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer assignments, bills of sale such other instruments of sale, transfer, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller an assumption and such other instruments of assumption or conveyance of the PCRV Shares as Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the Purchase Price specified in ss.2(c) above.
Deliveries at the Closing. At the Closing,
(i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o);
(ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party;
(iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party;
(iv) the Seller shall deliver to the Buyer the Interim Closing Statement;
(v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing;
(vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied;
(vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and
(viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer.
Deliveries at the Closing. At the Closing, (i) the Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyer will deliver to the Sellers the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the forms attached hereto as Exhibit C and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and their counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Sellers (A) an assumption in the form attached hereto as Exhibit D and (B) such other instruments of assumption as the Sellers and their counsel reasonably may request; and (v) the Buyer will deliver to the Sellers the Purchase Price.
Deliveries at the Closing. At the Closing, (a) Seller shall deliver to Buyer the various certificates, instruments and documents referred to in Article VI below, and (b) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in Article VII below.
Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in Section 7(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments (including real property and Intellectual Property transfer documents) in the form attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the consideration specified in Section 2(c) above.