Documents Delivered at Closing Clause Samples
The 'Documents Delivered at Closing' clause outlines the specific documents that each party must provide at the closing of a transaction. Typically, this includes items such as executed agreements, title documents, certificates, and any other paperwork necessary to finalize the deal. By clearly listing these requirements, the clause ensures that all essential documentation is exchanged, thereby facilitating a smooth and legally compliant closing process and reducing the risk of disputes or delays.
Documents Delivered at Closing. Execution and delivery of the following ------------------------------ documents, in form and substance acceptable to counsel for AFC and the Principal Shareholders, shall also be conditions precedent to Closing:
a. the Washington Merger Certificate and the Georgia Merger Certificate;;
b. delivery to the Funding Agent of the Cash Portion of the Purchase Price (less the Holdback Funds), the AFC Share Portion of the Purchase Price and the Acquisition Rights Portion of the Purchase Price and execution of the Escrow Agreement contemplated in connection therewith;
c. the Non-Competition and Confidentiality Agreement and the Consulting Agreement;
d. updated Schedules 6.k.(4) and 6.u.x;
e. the Certificates of the Secretaries, of AFC, SCC, each Subsidiary and each corporate SCC Shareholder, if any, certifying as true and correct a copy of such party's Articles of Incorporation, By-Laws (and all amendments thereto) and resolutions approving the transactions contemplated by this Agreement dated as of the Closing Date;
f. a certificate of good standing as to AFC, SCC and each Subsidiary issued not more than fifteen (15) days prior to the Closing Date by the Secretary of State of the state of its incorporation;
g. the "bring down" certificates described in Paragraphs 4.c. and 5.a. hereof;
h. the legal opinions described in Paragraphs 4.d. and 5.b. hereof;
i. the Landlord Estoppel Letters and Mortgagee Nondisturbance Letters;
j. the Franchisee Estoppel Letters;
k. the Shareholders Agreement;
Documents Delivered at Closing. At the Closing, the Seller will deliver, or cause to be delivered to Purchaser a certificate or certificates representing the Purchased Shares, with all necessary stock transfer tax stamps attached, duly endorsed or accompanied by stock powers duly executed in blank and the Purchaser will wire to the Seller's account the Purchase Price as provided for in paragraph 2 hereof. The Purchaser may, at is option, allocate a portion of the Purchased Shares to an affiliate thereof.
Documents Delivered at Closing. (a) Buyer shall deliver the following documents to Sellers:
(i) Resolutions adopted by the Board of Directors of Buyer approving this Agreement, certified by the corporate secretary.
(ii) Opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to Buyer, dated the Closing Date, to the effect specified in Sections 4.1, 4.2, 4.3, and 4.
Documents Delivered at Closing. 26 5.1 Documents Delivered to Purchaser at the Closing.............. 26 5.2 Documents Delivered to Mendocino at Closing.................. 28 VI. COVENANTS......................................................... 29 6.1
Documents Delivered at Closing. In addition to any other documents to be delivered under other provisions of this Agreement, at the closing the Seller and Members, as the case may be, shall deliver to Buyer:
(a) A B▇▇▇ of Sale executed by Seller in the form attached hereto as Exhibit 11(a) selling, assigning and transferring to Buyer all right, title and interest in and to any and all property comprising Assets;
(b) All written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets in a form acceptable to Buyer;
(c) The appropriate assignments necessary to transfer record ownership to Buyer of all of the intellectual property of Seller, in a form acceptable to Buyer.
(d) Such other assignments, certificates of title and other instruments of transfer and conveyance necessary to transfer vehicles to Buyer.
(e) The assigned lease agreement for the premises currently occupied by Seller, the effectiveness of which will be contingent upon obtaining the lessor’s consent.
(f) Elecsys shall pay the Purchase Price to Seller, including, issuance of the Elecsys Common Stock in the name of Seller, which shall be fully paid and non-assessable; and subject to no outstanding or authorized options, subscriptions, agreements, warrants, contracts, calls, commitments, demands or rights of any character relating to the Elecsys Common Stock.
Documents Delivered at Closing. 5.1. Documents Delivered to Purchaser at the Closing. The following ----------------------------------------------- documents shall have been delivered to the Purchaser at the Closing:
(a) A favorable opinion of counsel to Mendocino, substantially in the form attached hereto as Exhibit 5.1(a), and dated the date hereof, it being understood that to the extent that such opinions of counsel shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance reasonably satisfactory to the Purchaser and shall provide that the Purchaser may rely thereon.
(b) A certificate dated as of the Closing Date executed by an officer of Mendocino to the effect that all of the representations and warranties of Mendocino contained herein and in the Ancillary Agreements shall be correct as of the Closing Date.
(c) Resolutions of the Board of Directors of Mendocino, certified by the Secretary or Assistant Secretary of Mendocino, as of the Closing Date, duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the Transactions, including but not limited to, the transactions contemplated by this Agreement, (ii) specific officers to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, and (iii) that, effective as of the Closing Date, the Board of Directors will consist of seven persons: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ (who shall be the Chairman of the Board and Chief Executive Officer), O'▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇.. Purchaser shall also have received copies of the resignations of the other current members of the Board of Directors. Purchaser shall also receive agreements by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ to resign as of December 31, 1997.
(d) Governmental certificates, dated the most recent practicable date prior to the date hereof, with facsimile updates where available, showing that Mendocino is organized and in good standing in the jurisdiction of its organization and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business.
(e) A copy of the organizational charter and all amendments thereto of Mendocino certified as of a recent date by the Secretary of State in the jurisdiction of its organization, and copies of Mendocino's bylaws, certified by the Secretary or Assistant Secretary of Mendocino as true and correct as of the Closi...
Documents Delivered at Closing. At the Closing:
(a) the Seller shall deliver or cause to be delivered to the Purchaser the certificates, documents and instruments described in Section 4; and
(b) the Purchaser shall deliver or cause to be delivered to the Seller (i) the Purchase Price, in the form and manner specified in Section 1.2, and (ii) the certificates, documents and instruments described in Section 5.
Documents Delivered at Closing. The parties hereto shall execute and --------------------------------- deliver all documents, papers and instruments necessary or convenient to carry out the terms of this Agreement. Without limiting the generality of the foregoing and subject to the conditions set forth in this Agreement, the following documents are to be delivered by the indicated party on or before the Closing Time:
(1) All evidence and documents as the attorneys for Buyer may reasonably require as to Seller's compliance with its agreements hereunder and the fulfillment of the conditions to Buyer's obligation to consummate the transaction contemplated hereby.
(2) All evidence and documents as the attorneys for Seller may reasonably require as to Buyer's compliance with its agreements hereunder and the fulfillment of the conditions to Seller's obligations to consummate the transaction contemplated hereby.
(3) A certificate by the Seller, executed by its duly authorized officer, confirming the truthfulness in all material respects of the representations, warranties and covenants made herein as of the Closing Time.
(4) A certificate by Buyer, executed by any of its authorized officers, confirming the truthfulness in all material respects of the representations, warranties and covenants made herein as of the Closing Time.
(5) Buyer's payment of the Purchase Price to Seller in accordance with Section 2.1 (Purchase Price). ---------------
Documents Delivered at Closing. 15 9.1 Documents to be delivered by Seller...............................15 9.2 Documents to be delivered by Buyer................................15
Documents Delivered at Closing. 15 9.1 Documents to be Delivered by Seller and Shareholders. . . .