Immediately before Closing Clause Samples
The 'Immediately before Closing' clause defines actions, conditions, or obligations that must be fulfilled just prior to the formal completion of a transaction, such as a sale or merger. Typically, this clause specifies deliverables, final approvals, or confirmations that need to occur in the moments or days leading up to the closing event. For example, it may require the delivery of updated financial statements or the confirmation that no material adverse changes have occurred. Its core function is to ensure that all critical requirements are satisfied and that both parties are protected from last-minute issues before the transaction is finalized.
Immediately before Closing the Seller is deemed to warrant to the Purchaser that each statement set out in the Repeated Warranties is true, accurate and not misleading by reference to the facts and circumstances as at Closing. For this purpose only, where there is an express or implied reference in any of the Repeated Warranties to the “date of this Agreement”, that reference is to be construed as a reference to the Closing Date.
Immediately before Closing the Buyer is deemed to warrant to the Sellers and to the Company that each Warranty is true, accurate and not misleading by reference to the facts and circumstances existing at that time.
Immediately before Closing. Holdings approves its Amended and Restated Partnership Agreement, including the issuance of the incentive distributions rights contemplated thereby. · Pursuant to the Amended and Restated Limited Partnership Agreement of Holdings, the board of directors of the Managing General Partner will authorize the following to occur immediately prior to, but contingent upon, the IPO. · Managing General Partner’s general partner interest in Holdings will automatically split into general partner units. · Riverstone Holdings’ limited partnership interest in Holdings will automatically split into (a) common units representing limited partner interests (“Common Units”) in Holdings and (b) subordinated units representing subordinated limited partner interests (“Subordinated Units”). · Holdings will receive net proceeds from the issuance and sale of common units to the public.
Immediately before Closing. Holdings approves its Amended and Restated Partnership Agreement, including the issuance of the incentive distributions rights contemplated thereby. • Pursuant to the Amended and Restated Limited Partnership Agreement of Holdings, the board of directors of the Managing General Partner will authorize the following to occur immediately prior to, but contingent upon, the IPO. • Managing General Partner’s general partner interest in Holdings will automatically split into general partner units. • Riverstone Holdings’ limited partnership interest in Holdings will automatically split into (a) common units representing limited partner interests (“Common Units”) in Holdings and (b) subordinated units representing subordinated limited partner interests (“Subordinated Units”). • Holdings will receive net proceeds from the issuance and sale of common units to the public. • The public, through the underwriters, contributes cash (which will be net of the underwriters’ discount (the “Spread”)), in exchange for Common Units in the MLP; • Riverstone Holdings contributes Common Units to Managing General Partner as a capital contribution (the “Top-Up Units”); • Managing General Partner contributes the Top-Up Units to Holdings in exchange for general partner units in Holdings • Holdings (a) pays transaction expenses and (b) contributes cash to USA Compression Partners as a capital contribution. • USA Compression Partners uses the funds received in the prior step to repay a portion of the Obligations. • If the underwriters’ 15% over allotment option (the “Shoe”) is exercised, the proceeds, after the Spread, are used to redeem from Riverstone Holdings a number of Common Units sold by the MLP pursuant to the Shoe. • All current employees at USA Compression Partners are anticipated to be moved to a subsidiary of the Managing General Partner after the LTIP is established (or January 1, 2013, whether or not the LTIP has been established by then). None. Office: Austin, Texas Organization: Federal EIN: ▇▇-▇▇▇▇▇▇▇ Delaware Filing No.: 4992962 Capitalization: 100% of membership interests owned beneficially and of record by USA Compression Partners, LP Office: Austin, Texas Previously, Dallas, Texas Delaware Filing No.: 4610999 Capitalization: 100% of membership interests owned beneficially and of record by USA Compression Partners, LLC Office: Austin, Texas Delaware Filing No.: 4604415 USA Compression Partners, LP: Other Names: USA Compression Holdings, LP Prior Transactions: On or abo...