Documents at Closing Clause Examples
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 transactions shall occur, all of such transactions deemed to occur simultaneously:
(a) Stockholders will deliver, or cause to be delivered, to Acquiror the following:
(i) stock certificates for the stock of Acquiree being tendered hereunder, duly endorsed in blank:
(ii) all corporate records of Acquiree, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and By-laws, as amended to the Closing), stock books, stock transfer books, corporate seals, and other corporate books and records as may reasonably be requested for review by Acquiror and its counsel;
(iii) a certificate executed by principal Stockholders to the effect that all representations and warranties made by Stockholders under this agreement are true and correct as of the Closing, the same as though originally given to Acquiror on said date;
(iv) a certificate from the Secretary of State of its incorporation dated at or about the Closing Date, to the effect that Acquiree is in good standing under the laws of said State;
(v) investment letter from Stockholders;
(vi) legal opinion of Acquiree's counsel;
(vii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.
(b) Acquiror will deliver or cause to be delivered to Stockholders:
(i) stock certificates representing Acquiror shares on Exhibit A;
(ii) a certificate of the President and Secretary of Acquiror to the effect that all representations and warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date, the same as though originally given to Stockholder on said date;
(iii) the opinion of Acquiror's counsel set forth herein;
(iv) certified copies of resolutions by Acquiror's Board of Directors and Stockholders authorizing this transaction;
(v) a certificate from the Secretary of State of Acquiror's state of incorporation dated at or about the Closing Date, that Acquiror is in good standing under the laws of said state;
(vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement.
(c) Acquiree will deliver or cause to be delivered to Acquiror a certificate of the President and Secretary of Acquiree to the effect that all representations and warranties of Acquiree made under this agreement are reaffirmed on the Closing Date, the same as though originally given to Acquiror on said date.
Documents at Closing. All Documents required to be furnished by the Company and/or the Stockholders to Buyer 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 STHC and Skyline. 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: STHC shall provide the following:
(a) Resolutions of the Board of Directors of STHC pertaining to:
(1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto;
(b) STHC shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of STHC and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger.
(c) STHC shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein.
(d) STHC shall provide a corporate resolution adopted and approved by the STHC Board of Directors authorizing the issuance of shares of STHC restricted common stock (post reverse split), par value of $0.001 per share, to the Skyline Shareholders whereby Skyline shareholders shall own sat least eighty per cent (80%) of the issued and outstanding shares after the consummation of the transactions set forth herein.
(e) STHC shall provide Skyline with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable.
(f) STHC shall deliver instructions to its transfer agent to issue certificates evidencing the STHC shares of common stock (post reverse split) to the Skyline Shareholders, at the exchange ratio in accordance with the terms of this Agreement. STHC shares will be issued when shares of Skyline have been presented to the transfer agent in proper form. Each certificate evidencing shares of STHC common stock issued to the Skyline 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. Skyline shall provide the following:
(a) Skyline shall present a certification that Skyline is a corporation in good standing
(b) Skyline shall provide resolutions adopting the Merger Agreemen...
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. 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. Subject to the terms hereof, each party hereto agrees to execute and deliver on the Closing Date those documents identified in Sections 2.08 and 2.09 to which it is a party.