Certain Closing Deliverables Clause Samples
The "Certain Closing Deliverables" clause defines the specific documents, items, or actions that must be provided or completed by one or both parties at the closing of a transaction. Typically, this includes items such as executed agreements, certificates, consents, or other materials necessary to finalize the deal. By clearly listing these deliverables, the clause ensures that all required conditions are met before the transaction is completed, thereby reducing the risk of misunderstandings or incomplete closings.
Certain Closing Deliverables. (a) At Closing, Seller shall deliver or cause to be delivered the following documents to Buyer:
(i) certificates representing the MHPS Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to ▇▇▇▇▇;
(ii) written resignations of any directors or officers resigning in accordance with Section 5.17;
(iii) the certificate from Seller as set forth in Section 6.03;
(iv) a certified copy of the board resolutions of Seller authorizing entry into this Agreement and the Transaction Agreements and the Transactions and board and shareholder resolutions, if any, of the Asset Sellers and Equity Sellers authorizing the sale of the Acquired Assets and the MHPS Shares, respectively;
(v) a certification of non-foreign status from Seller and each of the Sellers that will transfer, or be treated as transferring for U.S. federal income tax purposes, either stock in a domestic corporation (or an entity treated as a domestic corporation) or a U.S. real property interest (within the meaning of Section 897(c) of the Code) signed by an authorized officer of such Seller that is reasonably satisfactory to Buyer and satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2);
(vi) any deeds, bills of sale, endorsements, consents, share transfer agreements or instruments of transfer, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Acquired Assets and the MHPS Shares (the “Transfer Documents”); and
(vii) any other documents, instruments or agreements which are reasonably requested by Buyer that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered.
(b) At Closing, Buyer shall deliver the following documents to Seller:
(i) any duly executed Transfer Documents;
(ii) the certificate from Buyer as set forth in Section 6.02;
(iii) a certified copy of the board resolutions of Buyer authorizing entry into this Agreement, the Transaction Agreements and the Transactions; and
(iv) any other documents, instruments or agreements which are reasonably requested by Seller that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered.
(c) At Closing, Buyer (or its designated Affiliate) shall pay the Cash Co...
Certain Closing Deliverables. At the Closing:
(a) Sellers shall deliver or cause to be delivered to Buyer the following:
(i) a counterpart of the Joint Written Instructions, duly executed by S▇▇▇▇▇▇, directing the Escrow Agent to deliver the Escrowed Funds to the Agents in accordance with the terms and conditions set forth in the Sale Order;
(ii) a counterpart of the Bill of Sale and the Assignment and Assumption Agreement for Transferred Assets, in the form attached hereto as Exhibit B (the “Bill of Sale, Assignment and Assumption Agreement”), duly executed by the applicable Sellers;
(iii) counterparts of the IP Assignment Agreement, in the form attached hereto as Exhibit C (the “IP Assignment Agreement”), duly executed by the applicable Sellers, on the one hand, and Buyer, on the other hand;
(iv) counterparts of the Transition Services Agreement and Reverse Transition Services Agreement, in each case, duly executed by the applicable Sellers;
(v) the officer’s certificate required to be delivered pursuant to Section 10.02(a)(vi);
(vi) a properly completed and executed IRS Form W-9 from each Seller (or, if a Seller is a disregarded entity within the meaning of Treasury Regulations Section 1.1445-2(b)(2)(iii), the entity that is treated as the transferor of the relevant Transferred Assets for U.S. federal income tax purposes, listing the Seller on line 2 of IRS Form W-9 as the disregarded entity’s name) certifying that backup withholding does not apply to the entity listed on line 1 of IRS Form W-9;
(vii) [Reserved];
(viii) [Reserved]; and
(ix) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the Transferred Assets to Buyer and carry out the Transactions.
(b) Buyer shall deliver or cause to be delivered to Sellers the following:
(i) the payment of the Purchase Price (less the amount of the Escrowed Funds), by wire transfer of immediately available funds to the Agents in accordance with the terms and conditions set forth in the Sale Order;
(ii) a counterpart of the Joint Written Instructions, duly executed by B▇▇▇▇, directing the Escrow Agent to deliver the Escrowed Funds to the Agents in accordance with the terms and conditions set forth in the Sale Order;
(iii) all required Transfer Tax stamps and transfer forms (if any), unless under applicable Law such Transfer Tax stamps or duly stamped transfer forms are only available post-Closing (in which case such Transfer Tax stamps or duly stamped transfer fo...
Certain Closing Deliverables. At the Closing, (a) Seller shall deliver or cause to be delivered to Buyer each item set forth on Schedule 3.03(a) and (b) Buyer and Parent shall deliver or cause to be delivered to Seller each item set forth on Schedule 3.03(b).
Certain Closing Deliverables. At the Closing:
(a) Seller shall deliver or cause to be delivered to Buyer the following:
(i) to the extent the Transferred Equity Interests are certificated, certificates evidencing the Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank or other duly executed instruments of transfer as required by applicable Laws or otherwise to validly transfer title in and to the Transferred Equity Interests;
(ii) a counterpart of the Intellectual Property License Agreement in the form attached hereto as Exhibit B (with such changes as mutually agreed upon by the Parties, the “Intellectual Property License Agreement”), duly executed by Seller;
(iii) a counterpart of the EVAH License Agreement in the form attached hereto as Exhibit C (with such changes as mutually agreed upon by the Parties, the “EVAH License Agreement”), duly executed by Seller;
(iv) a counterpart of a license agreement in the form of the Intellectual Property License Agreement, but with those modifications required to comply with the terms and conditions and reflecting the requirements of the Explorer Intellectual Property Agreement, with respect to a license from Seller to Buyer of Intellectual Property Used in the Business that is licensed to Seller under the Explorer Intellectual Property Agreement (the “Explorer License Agreement”), duly executed by the Seller;
(v) a counterpart of the Transition Services Agreement, in the form attached hereto as Exhibit D (with such changes as mutually agreed upon by the Parties, the “Transition Services Agreement”), duly executed by Seller;
(vi) a counterpart of the Transitional Trademark License Agreement, in the form attached hereto as Exhibit F (with such changes as mutually agreed upon by the Parties, the “Transitional Trademark License Agreement”), duly executed by Seller;
(vii) a counterpart of a bill of sale, assignment and assumption agreement in a form reasonably acceptable to B▇▇▇▇ and Seller (the “Bill of Sale, Assignment and Assumption Agreement”), duly executed by the Seller Parties;
(viii) counterparts to the Intellectual Property Assignment Agreements in the forms attached hereto as Exhibit G, including subsections thereof (with such changes as mutually agreed upon by the Parties, the “IP Assignment Agreements”), duly executed by the applicable Seller Parties;
(ix) an IRS Form W-9 duly executed by each Seller Party that is a U.S. Person and that is to transfer Transferred Assets to Buyer at th...
Certain Closing Deliverables. The Buyer shall have delivered to the Company the Buyer Closing Deliveries.
Certain Closing Deliverables. NHP and the Operating Partnership each acknowledge that they have received the Closing Statement required to be delivered pursuant to Section 7.5.2 of the Contribution Agreement in connection with the Contribution Transaction relating to the Pomerado Property. NHP and the Operating Partnership further acknowledge that such Closing Statement contains all information required to be delivered in the Notice required to be delivered by Pomerado LLC pursuant to Section 2.3 of the Contribution Agreement. Further, NHP and the Operating Partnership hereby waive the requirement that Pomerado LLC deliver the Notice and acknowledge that the Closing Statement contains (a) a list of the applicable Transferor Parties for such Transferor and Property, (b) the Allocable Share of each such Transferor Party for such Transferor and Property (which NHP and the Operating Partnership acknowledge constitutes the Estimated Allocable Share and the Closing Date Allocable Share (as such terms are defined in the Third Amendment)), (c) the Cash Portion elected by each such Transferor Party for such Transferor and Property, and (d) the Unit Portion elected by each such Transferor Party for such Transferor and Property.
Certain Closing Deliverables. (a) The Company shall prepare and deliver to Parent a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Parent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing:
(i) the name, address, and email address (to the extent available) of each Equityholder, certificate numbers, and the number of shares of Capital Stock (by class of Capital Stock), Company Options, and the number of shares of Capital Stock subject to any Company Warrant held by such Equityholder, including the number of any such shares of Capital Stock that were acquired via exercise of an “incentive stock option” (within the meaning of Section 422 of the Code) and the number of any such shares of Capital Stock that were acquired via an “early exercise” to purchase unvested shares of Capital Stock, as well as each date of exercise as to each of the foregoing;
(ii) a calculation of the portion of the Merger Consideration payable to each Equityholder at the Closing (without regard to Taxes);
(iii) for each holder of a Substitution Option, a calculation of the number of shares of Parent Common Stock such holder will be entitled to receive (subject to the same vesting terms and conditions as the Substitution Option immediately prior to the Closing);
(iv) a calculation of the portion of the Merger Consideration payable to each holder of a Promised Option that is not a Substitution Promised Option;
(v) for each holder of a Substitution Promised Option, a calculation of the number of Parent RSUs that will settle into the number of shares of Parent Common Stock (which shall be subject to the vesting terms and conditions set forth on Schedule 2.3(e) and will be issued in accordance with the Parent Option Plan);
(vi) for each Equityholder and Promised Optionee who may be entitled to a portion of the Unvested Cash following the Closing, a payment schedule for such Unvested Cash (assuming the satisfaction of all conditions for payment);
(vii) each Vested Equityholder’s Pro Rata Share (expressed as a percentage) and each Vested Equityholder’s Pro Rata Share of the Escrow Amount;
(viii) for each Equityholder, whether such Equityholder is a current or former employee of the Company;
(ix) with respect to each share of Capital Stock that was acquired upon the exercise of an “incentive stock option” within the me...
Certain Closing Deliverables. NHP and the Operating Partnership each acknowledge that they have received each Closing Statement required to be delivered pursuant to Section 7.5.2 of the Contribution Agreement in connection with each of the Mission Contribution and the Orange Contribution. NHP and the Operating Partnership further acknowledge that each such Closing Statement contains all information required to be delivered in the Notice required to be delivered by each of Mission LLC and Orange LLC, respectively, pursuant to Section 2.3 of the Contribution Agreement. Further, NHP and the Operating Partnership hereby waive the requirement that each of Mission LLC and Orange LLC deliver such Notice and acknowledge that each Closing Statement contains (a) a list of the applicable Entity Transferor Parties and Continuing Transferor Parties for such Transferor and Property, (b) the Allocable Share of each such Entity Transferor Party for such Transferor and Property (which NHP and the Operating Partnership acknowledge constitutes the “Estimated Allocable Share” and the “Closing Date Allocable Share” (as such terms are defined in the Third Amendment)) and the percentage of the applicable Contribution Value that will not be paid, but which will be attributed to the interests retained by the applicable Continuing Transferor Parties (which shall also be the percentage ownership that each of the Hospital and Orange Investors LLC own in the Mission Investment Entity and the Orange Investment Entity respectively), (c) the Cash Portion elected by each such Entity Transferor Party for such Transferor and Property, and (d) the Unit Portion elected by each such Entity Transferor Party for such Transferor and Property.
Certain Closing Deliverables. At the Closing:
(a) Seller shall deliver or cause to be delivered to Buyer the following:
(i) a receipt for the Closing Payment, duly executed by Seller;
(ii) a counterpart of each assignment agreement, which, in the case of any Transferred Financing Contract, shall be substantially in the form of the relevant Standardized Form (collectively, the “ Assignment and Assumption Agreements”), duly executed by the Seller Parties that are to transfer Transferred Assets to Buyer at the Closing;
(iii) the Cut-Off Date Portfolio Tape;
(iv) a certificate of non-foreign status that complies with Section 897 and Section 1445 of the Code, duly executed by each Seller Party that is organized in the U.S.; and
(v) a certificate of a duly authorized officer of Seller certifying as to the matters set forth in Section 10.02(a).
(b) Buyer shall deliver or cause to be delivered to Seller the following:
(i) the Closing Payment, as specified in the Closing Notice, by wire transfer of immediately available funds, to an account or accounts as directed by Seller in the Closing Notice;
(ii) a counterpart of each Assignment and Assumption Agreement, duly executed by Buyer; and
(iii) a certificate of a duly authorized officer of Buyer certifying as to the matters set forth in Section 10.01(a).
Certain Closing Deliverables