Upon the Closing Clause Samples
The "Upon the Closing" clause defines actions or obligations that become effective immediately when the closing of a transaction occurs. Typically, this clause specifies the transfer of assets, payment of purchase price, or the assumption of liabilities that are triggered at the moment the deal is finalized. Its core function is to clearly establish the precise point at which certain rights and responsibilities shift between parties, ensuring a smooth and unambiguous transition at closing.
Upon the Closing. If the Closing of the transactions contemplated by the Purchase Agreement occurs, then upon receipt of written instructions from the Buyer and the Seller, the Escrow Agent shall (i) deliver the Escrowed Property to the Seller, and (b) deliver the Interest not previously distributed pursuant to Section 3(c), if any, to the Buyer.
Upon the Closing. Buyer shall become a successor employer and shall assume all Liabilities and obligations under, and be bound by, the collective bargaining agreements listed on Section 8.4(j) of any Seller Disclosure Letter.
Upon the Closing the nominee of the New Shareholder shall be appointed as a Director to the Board in accordance with Article 88 of the Company's Articles of Association, or by the convention of a regular or special meeting.
Upon the Closing. Shochet will transfer or assign to BlueStone all of its furniture, fixtures and telephone and computer equipment relating to the properties covered by the Shochet Leases (the "Shochet Equipment") and all rights relating to the Shochet Equipment in accordance with this Section 5, except for such furniture, fixtures and telephone and computer equipment which are owned by Shochet Holding and not used in the operation of Shochet (the "Shochet Holding Equipment"), provided that the value of the Shochet Holding Equipment does not exceed 5% of all the value of the Shochet Equipment. A list of the Shochet Equipment and leases pertaining to any Shochet Equipment ("Shochet Equipment Leases") is set forth on Schedule 5(b) attached hereto. Shochet will provide BlueStone with a list of the Shochet Holding Equipment prior to the Closing Date.
Upon the Closing. If the Closing of the transactions contemplated by the Stock Purchase Agreement occurs on or before June 30, 1996 (the "Target Date"), then upon receipt of written instructions from the Undersigned, the Depository shall disburse the Deposits to the Seller as a credit against the purchase price of the Shares as referenced in the Stock Purchase Agreement and shall disburse the Accrued Earnings to the Purchaser.
Upon the Closing. Buyer shall be the legal and beneficial owner of all accounts receivable and all accounts payable created during the Interim Period, including the proceeds thereof.
(i) If the Interim Period Cash Flow Statement indicates that, during the Interim Period, the cash inflows exceeded the cash outflows, Seller shall deliver to Buyer the dollar amount of such excess. Such payment shall be made within five (5) Business Days of the final determination of the Interim Period Cash Flow Statement, in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by Seller prior to the due date thereof.
(ii) If the Interim Period Cash Flow Statement indicates that, during the Interim Period, the cash outflows exceeded the cash inflows, Buyer shall deliver to Seller the dollar amount of such excess. Such payment shall be made within five (5) Business Days of the final determination of the Interim Period Cash Flow Statement, in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by Buyer prior to the due date thereof.
Upon the Closing the Company and Merger Sub will file a certificate of merger with the Secretaries of State of the States of New Jersey and Delaware and make all other filings or recordings required by New Jersey and Delaware law in connection with the Merger. The Merger will become effective at such time as the certificates of merger are filed with the Secretaries of State of the States of New Jersey and Delaware or at such later time as is specified in the certificates of merger (the "Effective Time").
Upon the Closing. (i) the Secured Obligations under and as defined in the Security Agreement dated as of July 23, 2001 by and among the Company, the subsidiaries of the Company party thereto and the Purchaser (the "Security Agreement") shall be and have been fully and indefeasibly paid, the Security Agreement shall terminate as set forth therein, and the Purchaser shall execute and deliver to the Company all Uniform Commercial Code termination statements and similar documents which the Company shall reasonably request to evidence such termination;
(ii) the Secured Obligations under and as defined in the Pledge Agreement and Irrevocable Proxy dated as of July 23, 2001 by and between the Company and the Purchaser (the "Pledge Agreement") shall be and have been fully and indefeasibly paid, the Pledge Agreement shall terminate as set forth therein, and the Purchaser shall reassign and deliver to the Company such of the Pledged Collateral (as defined in the Pledge Agreement) as shall be held by it thereunder, together with appropriate instruments of reassignment and release;
(iii) the Secured Obligations under and as defined in the Intellectual Property Security Agreement dated as of July 23, 2001 by and among the Company, the subsidiaries of the Company party thereto and the Purchaser (the "IP Security Agreement") shall be and have been fully and indefeasibly paid, the IP Security Agreement shall terminate as set forth therein, and the Purchaser shall execute and deliver to the Company all termination statements and similar documents which the Company shall reasonably request to evidence such termination; and
(iv) the General and Continuing Guaranty dated as of July 23, 2001 by the guarantors party thereto in favor of the Purchaser shall terminate and thereafter be of no further force and effect.
Upon the Closing. Buyer shall pay to Sellers by wire transfer of immediately available funds pursuant to wire instructions provided by Sellers to Buyer at least two (2) business days prior to Closing an amount in cash equal to the Purchase Price less the amount of the Cancelled Debt (the "Cash Balance") adjusted as provided in Sections 2.4(d) and (e) below.
Upon the Closing. Each Stockholder hereby represents and warrants that he, she or it has adequate information regarding the terms of this Agreement, the scope and effect of the releases set forth in this Section 5.11, and all other matters encompassed by this Section 5.11 to make an informed and knowledgeable decision with regard to this Section 5.11, and that he has independently and without reliance upon the Released Parties made his, her or its own analysis and decision to enter into this Agreement. Each Stockholder further agrees not to institute any litigation, lawsuit, claim or action against any Released Party with respect to any and all claims released in this Section 5.11. Each Stockholder acknowledges that he has had the benefit of advice of competent legal counsel with respect to his decision to enter into the release provided for in this Section 5.11. Each Stockholder further acknowledges that the consideration payable to him pursuant to this Agreement provides good and sufficient consideration for the releases set forth in this Section 5.11. This Section 5.11 is intended to benefit each of the Released Parties and their respective heirs and personal representatives, each whom shall be entitled to enforce the provisions hereof.