Closing Deliveries at Closing Clause Samples
The "Closing; Deliveries at Closing" clause defines the procedures and requirements for finalizing a transaction, typically in the context of a sale or acquisition. It outlines the specific documents, payments, and other items that each party must provide at the closing meeting, such as executed agreements, title transfers, or proof of payment. This clause ensures that all necessary steps are completed and obligations are met before ownership or responsibility is transferred, thereby reducing the risk of misunderstandings or incomplete transactions.
Closing Deliveries at Closing. The closing of the transaction contemplated in this Agreement ("Closing") shall take place on the date set forth in Paragraph 6 of this Agreement.
A. At the time of Closing, Seller shall deliver to Buyer the following items:
Closing Deliveries at Closing. Subject to the satisfaction or waiver of the conditions set forth in Article 4 herein, the closing of the contribution of the Conversion Shares for Units contemplated by this Agreement (the “Closing”) shall take place at the offices of P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP at 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately prior to the Effective Time (the date upon which such Closing occurs, the “Closing Date”). At the Closing, each Contributing Shareholder shall deliver to Parent the stock certificate(s) evidencing the Conversion Shares to be contributed by it under this Agreement, in each case together with stock powers duly endorsed in blank or a lost stock affidavit in form and substance reasonably acceptable to Parent, against the issuance by Parent to such Contributing Shareholder of the Units to be acquired by such Contributing Shareholder, which issuance shall be evidenced by appropriate notations on the membership interest ledger of Parent.
Closing Deliveries at Closing. (a) Seller shall convey to Buyer all of its right, title and interest in and to the Interest, free and clear of all liens, claims, encumbrances, security and other adverse interests (“Liens”), and thereupon Seller shall cease to be a Member of, or have any interest in, the Company;
(b) Buyer shall pay to Seller the balance of the Purchase Price as contemplated in Section 2(b) above;
(c) Buyer and each of the Seller Parties and Key Principals shall each execute and deliver to the other an assignment and assumption agreement in the form attached hereto as Exhibit A and made a part hereof (an “Assignment Agreement”) pursuant to which, among other things, Existing Manager shall resign as “Manager” of the Company, whereupon Buyer shall automatically and without any further action or approval become (or have the right to select) the new Manager of the Company, and Existing Manager shall cease to have any interest in, or rights to distributions from, the Company;
(d) The Key Principals shall execute and deliver to Buyer Guarantor an indemnification agreement in the form attached hereto as Exhibit B and made a part hereof (an “Indemnification Agreement”);
(e) Buyer and each Seller Party shall deliver reasonable evidence of such party’s authority to enter into the transactions contemplated herein;
(f) The Seller Parties and Key Principals shall each execute and deliver a written certificate to the Buyer recertifying and remaking the warranties and representations contained in Section 6 below as of the Closing Date;
(g) Buyer shall execute and deliver a written certificate to Seller recertifying and remaking the warranties and representations contained in Section 7 below as of the Closing Date;
(h) Seller shall execute and deliver to Buyer a customary non-foreign person affidavit pursuant to Section 1445 and 1446 of the Internal Revenue Code, as amended
(i) To the extent so required by Lender, the parties hereto shall execute and deliver the Lender Consent; and
(j) Each party hereto shall execute and deliver such other documents and instruments that shall reasonably be required to consummate the transactions contemplated herein.
Closing Deliveries at Closing. (a) CMD shall deliver to Investor Shareholder each of the following:
(i) share certificates of the Consideration Shares and such other evidence of the entry of the Investor Shareholder (or its designated nominees) into the register of shareholders of CMD; and
(ii) such other customary documents as Investor Shareholder may reasonably request and may be required to give effect to this Agreement;
(b) Investor Shareholder shall deliver to CMD each of the following:
(i) duly executed transfer forms in respect of the transfer of each of the Asia Dairy I Assets and Asia Dairy II Assets, accompanied by the certificates for each of the Asia Dairy I Assets and Asia Dairy II Assets and all other documents which may be required to give good title to each of the Asia Dairy I Assets and Asia Dairy II Assets or which may be necessary to enable CMD to procure the registration of each of the Asia Dairy I Assets and Asia Dairy II Assets in the name of CMD;
(ii) an original resignation of each director of Asia Dairy I and Asia Dairy II designated by Investor Shareholder with effect from the Closing Date, each such resignation to be executed under seal and confirm that the resigning director has no claims whatsoever against Asia Dairy I and Asia Dairy II, respectively;
(iii) a copy of the special resolutions of the shareholders of Asia Dairy I in respect of the adoption by Asia Dairy I of the Restated Articles I which shall be effective on or prior to Closing;
(iv) a copy of the special resolutions of the shareholders of Asia Dairy II in respect of the adoption by Asia Dairy II of the Restated Articles II which shall be effective on or prior to Closing; and
(v) such other customary documents as CMD may reasonably request and may be required to give effect to this Agreement.
Closing Deliveries at Closing. The closing of the transactions contemplated hereby (the “Closing”) will take place simultaneously with the execution and delivery hereof by the Parties. Each Party agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable and reasonably requested by the other Party to consummate and make effective the transactions contemplated hereby.
Closing Deliveries at Closing. Subject to the satisfaction or waiver of the conditions set forth in Article 4 herein, the closing of the contribution of the Conversion Shares for Units contemplated by this Agreement (the "CLOSING") shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP at 1285 Avenue of ▇▇▇ Americas, New York, ▇▇▇ York ▇▇▇▇▇, immediat▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ such Closing occurs, the "CLOSING DATE"). At the Closing, each Contributing Shareholder shall deliver to Parent the stock certificate(s) evidencing the Conversion Shares to be contributed by it under this Agreement, in each case together with stock powers duly endorsed in blank or a lost stock affidavit in form and substance reasonably acceptable to Parent, against the issuance by Parent to such Contributing Shareholder of the Units to be acquired by such Contributing Shareholder, which issuance shall be evidenced by appropriate notations on the membership interest ledger of Parent.
Closing Deliveries at Closing. 31 9.1. Date, Time and Place.................................................................31 9.2. Deliveries by Contributor............................................................32 9.3. Deliveries by the Operating Partnership and the REIT.................................33 ARTICLE X DAMAGE OR DESTRUCTION; CONDEMNATION.......................................................34
Closing Deliveries at Closing. 11.1. The Closing ("Closing") shall take place at the offices of Settlement Agent at 10:00 a.m. on the Closing Date. Closing shall not be deemed to have been concluded until all the requirements of this Article 11 have been satisfied.
Closing Deliveries at Closing. 3.1. Closing shall take place on December 4, 2001, at 12:00 a.m. Buenos Aires time, at the offices of the law firm of Brons & ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇°, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
3.2. At Closing, the Parties shall perform the following acts:
a. The Vendor shall deliver the Shares to the Purchaser.
b. The Vendor shall deliver the transfer notice of the Shares to the Purchaser, substantially in the form of Annex 3.2.b.
c. The Vendor shall deliver the original copies of the By-Laws, the corporate books and records corresponding to the Company, to the Purchaser.
d. The Vendor shall deliver title documentation to Intellectual Property Rights registered in the Company’s name. For purposes of this Agreement, Intellectual Property Rights shall mean property rights over the Patents (as hereinafter defined) listed in Schedule 3.2.
Closing Deliveries at Closing. 3.1 The Closing and the Phase I and