Documents at Closing Clause Samples
The "Documents at Closing" clause outlines the specific documents that each party must provide or execute at the closing of a transaction. Typically, this includes items such as deeds, bills of sale, assignments, consents, and any other paperwork necessary to transfer ownership or fulfill contractual obligations. By clearly listing these requirements, the clause ensures that all necessary legal and transactional documents are exchanged, thereby facilitating a smooth and enforceable closing process and reducing the risk of disputes or incomplete transfers.
Documents at Closing. At the Closing, the following documents shall be delivered:
(a) Duska will deliver, or will cause to be delivered, to Shiprock the following:
(1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date;
(2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state;
(3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c);
(4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger;
(6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.
(b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska:
(1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof;
(2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date;
(3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters;
(4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state;
(5) opinion of Shiprock’s counsel as described in Section 8(l) above;
(6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(7) written resignation of all of t...
Documents at Closing. Each party to this Agreement agrees to execute and deliver at the Closing those documents identified in Section 2.2.
Documents at Closing. At the Closing, the following documents shall be delivered:
(a) BOOM will deliver, or will cause to be delivered, to RES the following:
(1) a certificate executed by the Chief Executive Officer of BOOM to the effect that all representations and warranties made by BOOM under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to RES or RES Sub on said date;
(2) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(3) executed copy of the Articles of Merger for filing in Nevada;
(4) certified copies of resolutions adopted by the stockholders and directors of BOOM authorizing the Merger;
(5) all other items, the delivery of which is a condition precedent to the obligations of RES and RES Sub, as set forth herein; and
(b) RES and RES Sub will deliver or cause to be delivered to BOOM:
(1) stock certificates representing those securities of RES to be issued as a part of the Merger as described in Section 2 hereof;
(2) a certificate of the President of RES to the effect that all representations and warranties of RES made under this Agreement are true and correct as of the Closing;
(3) certified copies of resolutions adopted by RES’s Board of Directors authorizing the Merger and all related matters;
(4) executed copy of the Articles of Merger for filing in Nevada;
(5) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(6) written resignation of all of the officers and directors of RES pursuant to Section 2(c)(1);
(7) Stock Cancellation Agreement, signed by the Principal;
(8) Representation Letter signed by the Principal; and
(9) all other items, the delivery of which is a condition precedent to the obligations of BOOM, as set forth in Section 8 hereof.
Documents at Closing. All Documents required to be furnished by Buyer to the Company and/or the Stockholders prior to or at the Closing shall have been so furnished.
Documents at Closing. 10 16. Finder's Fees ........................................................ 11
Documents at Closing. At Closing, in addition to what is required elsewhere herein, all EXHIBITS attached hereto, and the signature page hereto, shall be executed and or initialed, delivered by all appropriate parties, except the parties shall have such additional days as identified herein to perform as expressly provided herein, in which case such provision herein providing additional time beyond the Closing Date shall control notwithstanding anything to the contrary (provided, however, it shall be deemed that the Closing of this Agreement occurred on the Closing Date).
Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following:
(a) Resolutions of the Board of Directors of NDYN pertaining to:
(1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto;
(b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger.
(c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein.
(d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stock, par value of $0.0001 per share, to the NATE’S Shareholders whereby NATE’S shareholders shall 5,000,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein.
(e) NDYN shall provide NATE’S with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable.
(f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S shall provide the following:
(a) NATE’S shall present a certification that NATE’S is a corporation in good standing under the laws of the Colorado.
(b) NATE’S shall provide resolutions adopting the Merge...
Documents at Closing. Seller shall have delivered to Buyer or the Settlement Agent all agreements, instruments and documents required to be delivered by Seller to Buyer pursuant to Section 3.02.
Documents at Closing. Buyer and its Affiliates shall have delivered to Seller on or before the Closing Date all agreements, instruments and documents required to be delivered by Buyer to Seller pursuant to Section 3.03.
Documents at Closing. Subject to the terms hereof, each party hereto agrees to execute and deliver on the Closing Date those documents identified in Section 2.09 and 2.10 to which it is a party.