Actions at Closing Sample Clauses
The "Actions at Closing" clause outlines the specific steps and obligations that each party must fulfill at the closing of a transaction. This typically includes the delivery of documents, payment of funds, transfer of ownership, and any final approvals or consents required to complete the deal. By clearly detailing these actions, the clause ensures that all parties understand their responsibilities at the critical moment of closing, thereby reducing the risk of misunderstandings or incomplete transactions.
Actions at Closing. At the Closing, the following actions will take place:
(a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.
(b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect.
(c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect.
(d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date.
(e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement.
(f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously.
(g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts.
(h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.
Actions at Closing. At Closing, Buyer and Seller shall take the following actions, in addition to such other actions as may otherwise be required under this Agreement:
Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
(a) SP shall deliver the following documents to GAMG:
1. A certificate signed by an authorized officer of SP stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing;
2. A copy of the resolutions duly adopted by the Board of Directors and stockholders of SP authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of SP; and
3. Certificates representing the Units registered in the name of GAMG.
(b) GAMG shall deliver the following documents to SP:
1. A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing;
2. A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG;
3. The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto.
Actions at Closing. (a) At the Closing, the CIB Parties shall deliver to the First Banks Parties:
(i) a stock certificate, duly endorsed or accompanied by executed stock powers, in either case in form reasonably acceptable to First Banks, evidencing CIB Marine's ownership and unencumbered transfer to First Banks of all of the outstanding capital stock of Hillside, and stock certificates evidencing Hillside's unencumbered ownership of all of the outstanding capital stock of Bank and Bank's unencumbered ownership of the outstanding stock of the Acquired Bank Subsidiaries (as defined in Section 2.03);
(ii) certified copies of the Articles of Incorporation and Bylaws of Hillside, the Charter and Bylaws of Bank and the Articles of Incorporation or Articles of Organization and Bylaws or similar governing documents of the Acquired Bank Subsidiaries (as defined in Section 2.03), and complete minute books or other records reasonably satisfactory to First Banks of the minutes of all corporate proceedings of Hillside, Bank and the Acquired Bank Subsidiaries;
(iii) certificates signed by appropriate officers of each of the CIB Parties stating that (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) each of the conditions set forth in Section 6.01 has been satisfied or waived as provided therein. If as a result of changes occurring after the date of this Agreement and prior to the Closing Date such officers determine in good faith that it is necessary to modify any of the representations or warranties referred to in such certificates in order for the statements made in the certificates to be accurate, they shall deliver to First Banks certificates accompanied by a schedule describing such changes in reasonable detail;
(iv) certified copies of currently effective resolutions of the Boards of Directors of each of the CIB Parties authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby;
(v) certificates of the Secretaries of State or comparable officials of the jurisdictions of incorporation of CIB Marine, Hillside, Bank and each Acquired Bank Subsidiary, each dated a recent date, stating that such entities are in good standing;
(vi) evidence reasonably satisfactory to First Banks of the release of Hillside from any further liability related to c...
Actions at Closing. At the Closing, the following actions will take place:
(a) Buyer will pay to Seller the Purchase Price as described in Section 1.2 of this Agreement by delivery of (i) the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the Note.
(b) Seller will tender to the Company certificates and any other documents evidencing 100% of Seller’s ownership in ATI.
(c) ATI will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI as being valid and in full force and effect.
(d) Buyer will deliver to Seller copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect.
(e) Each of ATI and the Company will deliver to the other party true and complete copies of each party’s Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party’s jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date.
(f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement.
(g) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect the sale, assignment, transfer and delivery of the ATI Stock to the Buyer.
Actions at Closing. At the Closing, sale, transfer, assignment, conveyance, delivery, license or sublicense of the Assets to Buyer will be effected by Seller pursuant to such good and sufficient instruments of conveyance, transfer and assignment as shall be necessary to transfer to Buyer good and valid title to the Assets.
Actions at Closing. At the Closing, the parties shall take such actions and execute and deliver such agreements, bills of sale and other instruments and documents necessary to effect the transactions subject to the terms of this Agreement.
2.2.1 At the Closing, the Seller will:
(a) deliver, or cause to be delivered, to Buyer, a duly executed ▇▇▇▇ of Sale, substantially in the form of Exhibits A attached hereto;
(b) deliver, or cause to be delivered, to Buyer, a Transition Services Agreement (the “Transition Services Agreement”), substantially in the form of Exhibit G attached hereto, duly executed by Seller;
(c) deliver, or cause to be delivered, to Buyer, a Patent License Agreement (the “Patent License Agreement”), substantially in the form of Exhibit J attached hereto, and a Trademark License Agreement (collectively with the Patent License Agreement, the “License Agreements”), substantially in the form of Exhibit K attached hereto, each duly executed by Seller;
(d) deliver, or cause to be delivered, to Buyer, an Escrow Agreement (the “Escrow Agreement”), substantially in the form of Exhibit F attached hereto, duly executed by Seller; and
(e) deliver, or cause to be delivered, to the Buyer a certificate of either the President or Chief Financial Officer of Seller dated as of the Closing Date and certifying as to (a) the accuracy of the representations and warranties contained in Article 3 as of the Closing Date and (b) the absence of any Material Adverse Effect, in a form reasonably acceptable to Buyer and its counsel.
2.2.2 At the Closing, Buyer will:
(a) deliver, or cause to be delivered, to Seller, the Transition Services Agreement, duly executed by Buyer;
(b) deliver, or cause to be delivered, to Seller, the License Agreements, each duly executed by Buyer;
(c) deliver, or cause to be delivered, to Seller, the Escrow Agreement, duly executed by Buyer; and
(d) pay to the Seller the Purchase Price in accordance with Section 1.2.
Actions at Closing. At the closing of the transactions contemplated by this Agreement (the "Closing") on the date thereof (the "Closing Date"), (i) the Acquired Fund will deliver to the Acquiring Fund the various certificates and documents referred to in Article 6 below, (ii) the Acquiring Fund will deliver to the Acquired Fund the various certificates and documents referred to in Article 5 below, (iii) the Acquired Fund will file with the State Department of Assessments and Taxation of Maryland (the "Department") articles of merger (the "Articles of Merger") and make all other filings or recordings required by Maryland law in connection with the Merger.
Actions at Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing:
(a) the Company shall deliver to the Buyer and Acquisition Sub the various certificates, instruments and documents referred to in Section 6.3;
(b) the Buyer and Acquisition Sub shall deliver to the Company the various certificates, instruments and documents referred to in Section 6.2;
(c) the Surviving Partnership shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) the Escrow Agent shall retain the Deposits and any income earned thereon and hold such amounts in escrow (such aggregate amounts the "Indemnification Escrow Amount" in interest-bearing accounts pursuant to and in accordance with the terms and provisions of the escrow agreement to be executed at the Closing in the form of Exhibit D attached hereto (the "Indemnification Escrow Agreement") for the purpose of securing (i) the obligations of the Partners under Section 2.8(d) hereof to pay the Balance Sheet Adjustment Amount, if any, to the Buyer, and (ii) the indemnification obligations of the Partners set forth in Article VII of this Agreement. The Indemnification Escrow Amount shall be held as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Indemnification Escrow Agreement;
(e) the Buyer shall deliver to each of the Partners by wire transfer of immediately available funds, pursuant to the wiring instructions for such Partner delivered within two (2) Business Days prior to the Closing, the Per Interest Cash Payment for such Partner, which funds shall, in the aggregate, equal Seven Hundred Forty Two Million Dollars ($742,000,000) less the Indemnification Escrow Amount, the amount of the Arrowhead Escrow, and the amount paid into the Holdback Escrow or into the control of the Indemnification Representative pursuant to Section 2.7(f) hereof, which amount so reduced is further subject to adjustment pursuant to Section 2.8 hereof (the "Net Purchase Price");
(f) pursuant to written notice and instruction of the Company, which notice shall be delivered no later than five (5) Business Days prior to the Closing Date, the Buyer shall deliver at Closing by wire transfer of immediately available funds, cash in an amount specified in such notice into the Holdback Escrow or into the control of the Indemnifica...
Actions at Closing. At the Closing, the parties shall deliver and accept the documents and instruments and take all other action required of them pursuant to this Agreement.