Closing Date Activities Clause Samples

The 'Closing Date Activities' clause outlines the specific actions and obligations that parties must complete on the date a transaction is finalized. This typically includes the exchange of documents, transfer of funds, delivery of assets, and confirmation that all pre-closing conditions have been satisfied. By clearly defining these steps, the clause ensures a smooth and coordinated completion of the transaction, minimizing the risk of misunderstandings or delays at closing.
Closing Date Activities. Buyer agrees not to engage, and not to cause or permit Surviving Entity to engage, in any transaction or action outside of the ordinary course of business after the Closing on the Closing Date.
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Closing Date Activities. On the Closing Date, (a) the Company shall deliver to SAIF: (i) the certificates referred to in Sections 5.6 and 5.7; (ii) the waivers, consents and confirmations referred to in Sections 5.9 and 5.11; (iii) the opinions of the Company's United States and Indian counsel referred to in Section 5.8; and (iv) each Transaction Document to which it is a party duly executed by the Company and stamped and each Transaction Document to which each Person other than SAIF is a party duly executed by each such Person and stamped; (b) SAIF shall deliver to the Company each Transaction Document to which it is a party duly executed by it; (c) the Company shall procure that the following business is transacted at a meeting of the Board of Directors conducted on or prior to the Closing Date and deliver a certified true copy of such resolutions to SAIF: (i) the directors of the Company shall approve the allotment and issuance of the Subscribed Shares to the Depositary Bank and the appointment of a director with the authority to authorize the issuance and delivery of the Subscribed ADSs as contemplated by this Agreement; and (ii) the two Persons nominated by SAIF for appointment as directors of the Company under the Investor Rights Agreement shall be appointed, such appointment to be effective immediately after Closing; (d) the Company shall deliver to SAIF a certified true copy of each of the Shareholder's resolutions passed which are contemplated by the Conditions; (e) subject to the satisfaction or waiver of the Conditions and the Company's obligations under Section(a) to (d), SAIF shall transfer, by wire transfer of immediately available funds, its Subscription Price to the Depositary Bank to be held by the Depositary Bank in escrow for SAIF and paid to the Company on SAIF's instructions; (f) contemporaneously upon the satisfaction of SAIF's obligations under paragraph (g), the Company shall: (i) allot and issue the Subscribed Shares to the Depositary Bank; (ii) duly register the Subscribed Shares in the name of the Depositary Bank, in the Company's register of members; (iii) deliver to the Depository Bank or, if requested by SAIF, to the Depositary Bank's local custodian in India, the certificate or certificates duly completed and stamped in the name of the Depositary Bank representing the Subscribed Shares; and (iv) authorise and procure the (A) allotment and issuance to SAIF of the Subscribed ADSs in a manner that complies with the Deposit Agreement; (B) the registratio...
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Closing Date Activities. Buyer agrees not to engage, and not to cause or permit any of the Acquired Entities to engage, in any transaction after the Closing on the Closing Date outside of the ordinary course of business and not otherwise contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller shall not be responsible for, and Buyer shall indemnify Seller, for any Taxes resulting from (i.e. that would not have been payable but for) the violation of this covenant or the covenant in Section 6.11 not to make an election under Section 338(g) of the Code with respect to any Acquired Entity that is a Domestic Corporation.
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Related to Closing Date Activities

  • Closing Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

  • Closing Date Delivery 2 2.1 Closing Date....................................................................................... 2 2.2 Delivery........................................................................................... 2

  • Initial Closing Date 3.1 A meeting shall take place on the Initial Closing Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or such offices as the parties may agree at which the Seller shall deliver to the Security Trustee or its representative the following documents: (a) two originals of the power of attorney substantially in the form set out in Schedule 5, duly executed by the Seller; (b) a certified copy of each of the Insurance Acknowledgements (as defined in the Mortgage Sale Agreement dated 26 July 2000); (c) a duly executed assignment of the MIG Policies (as defined in the Mortgage Sale Agreement dated 26 July 2000) from the Seller and a certified copy of a notice (the original of which shall be served by courier or by special delivery) of such assignment from the Seller to Carfax or such other insurer under the MIG Policies in the form (mutatis mutandis) set out in Schedules 8 and 9 respectively of the Mortgage Sale Agreement dated 26 July 2000 and a certified copy of consent to assignment of the MIG Policies (or acknowledgement that the Mortgages Trustee will be an insured under the MIG Policies following the assignment) from Carfax or such other insurers in such form as the Mortgages Trustee reasonably requires; (d) a certified copy of the board minutes of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents and all of the documentation to be entered into pursuant to this Agreement; (e) a duly executed assignment of rights against third parties in the form of the Assignment of Third Party Rights; (f) a certified copy of the notice from the Seller to Carfax as to the proposed assignment of the MIG Policies; and (g) a solvency certificate from an authorised signatory of the Seller dated as at the Initial Closing Date. 3.2 The Seller undertakes that, from the Initial Closing Date until the completion of the assignment in accordance with Clause 6.1, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee or as the Mortgages Trustee shall direct. 3.3 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller shall be paid the Purchase Price by telegraphic transfer as follows: (a) the Initial Consideration shall be paid by Funding for and on behalf of the Mortgages Trustee on the Initial Closing Date; and (b) the Deferred Consideration (including any Postponed Deferred Consideration) shall be paid by Funding for and on behalf of the Mortgages Trustee quarterly on the Interest Payment Dates (provided there are available funds and after the making of any provisions in accordance with normal accounting practice) in accordance with the Funding Pre- Enforcement Revenue Priority of Payments or, as the case may be, the Funding Post- Enforcement Priority of Payments. 3.4 The Seller shall provide all reasonable co-operation to the Mortgages Trustee, Funding and the Security Trustee to enable them to carry out their respective duties and enforce their rights under the Transaction Documents. Without prejudice to the generality of the foregoing, the Seller shall: (a) upon reasonable prior notice and during normal office hours, permit the Mortgages Trustee, Funding, the Security Trustee and their authorised employees and agents and other persons nominated by the Security Trustee and approved by the Seller (such approval not to be unreasonably withheld or delayed) to review the Customer Files and the Title Deeds in relation to the Portfolio (subject to such person(s) agreeing to keep the same confidential but provided that disclosure shall be permitted to the professional advisors and auditors of the party making the disclosure and/or to the extent that such disclosure is required by law or for the purpose of any judicial or other proceedings); and/or (b) give promptly all such information and explanations relating to the Loans and their Related Security as the Mortgages Trustee, Funding or the Security Trustee may reasonably request (including a list of the Loans and their Related Security in the Portfolio along with details of the location of the Title Deeds relating thereto), provided that, prior to completion in accordance with Clause 6, the Seller shall be under no obligation to provide any information or documentation to any person other than the Mortgages Trustee and/or the Security Trustee or their respective employees or allow such person access to the Customer Files or Title Deeds if to do so would result in a breach of the applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.