Closing Documentation Clause Samples

Closing Documentation. For purposes of determining compliance with the conditions set forth in Section 9, each Bank that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by the Agent or the Arranger to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank, unless the Agent shall have received notice from such Bank prior to the Closing Date specifying such Bank's objection thereto and such objection shall not have been withdrawn by notice to the Agent to such effect on or prior to the Closing Date.

Closing Documentation. (a) At Closing, Seller shall execute and deliver to Buyer the following documents in the forms attached hereto as Exhibits C through H: (i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”); (ii) a ▇▇▇▇ of sale by which Seller transfers to Buyer the FF&E (the “▇▇▇▇ of Sale”); (iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable); (iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties; (v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company; (vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099; (vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and (viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents. (b) At Closing, Buyer shall execute and deliver to Seller: (i) the General Assignment; (ii) the Settlement Statement; (iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date;...

Closing Documentation. The Purchasers will have received from, or on behalf of, the Vendor the following closing documentation: (i) share certificates representing the Purchased Shares issued in the name of the Vendor, or duly executed share transfer forms in respect of the Purchased Shares held in book-entry form, in each case, duly endorsed for transfer to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct, along with such documents necessary to transfer to the Purchasers, title to such Purchased Shares; (ii) certified copies of the resolutions of the directors of the Vendor approving this Agreement and the transfer of the Purchased Shares to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct; (iii) a bring-down certificate of a director or officer of the Vendor, acting in their capacity as a director or officer, as applicable, of the Vendor and not in their personal capacity, certifying that: (A) to the Vendor’s knowledge, the representations and warranties of the Vendor set forth in Section 3.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing Time; and (B) the Vendor has performed, in all material respects, and executed and delivered, as applicable, all obligations, covenants and agreements required by it to be performed, executed and delivered, as applicable, hereunder at or before the Closing Time; and (iv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchasers as provided for in this Agreement.

Closing Documentation. The Purchaser shall have received from the Vendor and, where applicable, the Company and/or RPI, the following closing documentation: (a) a certificate of incumbency of the Vendor showing the authorized signatories of the Vendor and their signatures; (b) a certified copy of the appropriate register of members of RPI showing the Company as the registered owner of the RPI Shares; (c) share certificate(s) representing the Purchased Shares issued in the name of the Vendor, duly endorsed for transfer to the Purchaser; (d) a certified copy of resolutions of the directors of the Company authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issue of share certificates representing the Purchased Shares registered in the name of the Purchaser and effecting the necessary changes in the directors and officers of the Company; (e) a certified copy of resolutions of the holder of the shares of the Company authorizing the transactions contemplated by this Agreement and the transfer of the Purchased Shares to the Purchaser; (f) share certificates for the Purchased Shares registered in the name of the Purchaser, signed by the appropriate director(s) and/or officer(s) of the Company or by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus as appropriate under the laws of Cyprus; (g) a certified copy of certificate of shareholders showing the Purchaser as the registered owner of the Purchased Shares, issued by the Department of Registrar of Companies of Ministry of Commerce, Industry and Tourism of Cyprus; (h) duly signed resignations of each of the directors and officers of the Company designated by the Purchaser; (i) all other necessary consents, waivers, including consents to change of control or waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchaser pursuant to this Agreement; (j) all such instruments of transfer, duly executed, that in the opinion of the Purchaser, acting reasonably, are necessary to effect and evidence the transfer of the Purchased Shares to the Purchaser free and clear of all Encumbrances; (k) the corporate minutes books and all other Books and Records of both the Company and RPI, accurate and current in all material respects; (l) the corporate seal of both the Company and RPI, if any; (m) the certificate of the Vendor referred to in Section 12.1; (n) wr...

Closing Documentation. Provide bond counsel with all appropriate information necessary for their preparation of appropriate closing documentation, and review and comment on such documentation prior to District approval.

Closing Documentation. 28 (c) Approval of Legal Matters..................................... 30 (d) No Litigation................................................. 30 (e) Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ting Period.............................. 30 (f) Laws.......................................................... 30 (g)

Closing Documentation. The Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2; (b) an opinion of Parker, Poe, Adams & Bernstein L.L.P., ▇▇▇▇▇el ▇▇▇ ▇▇▇ ▇uyer, dated as of the Closing Date and addressed to the Sellers, with respect to the matters identified on Exhibit 8.3(b); (c) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State; (1) certificates dated as of a recent date from the Secretary of State of the State of the Sub's organization to the effect that the Sub is duly incorporated and in good standing in such State; (d) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (e) evidence, reasonably satisfactory to the Sellers, of the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; (f) such other instruments and documents as the Sellers shall reasonably request not inconsistent with the provisions hereof; and (g) a copy of the Sub's Articles of Incorporation including all amendments thereby certified by the Secretary of State of the State of Maryland.

Closing Documentation. All documents listed in Section 9.2 will have been received by the Buyer.

Closing Documentation. There shall have been delivered to He-Ro the following: (i) A certificate, dated the Closing Date, of the Chairman of the Board, the President or Chief Financial Officer of Nah-Nah confirming the matters set forth in Section 5.2(a) and (b) hereof; (ii) A certificate, dated the Closing Date, of the Secretary or Assistant Secretary of Nah-Nah certifying, among other things, that attached or appended to such certificate (A) is a true and correct copy of the Certificate of Incorporation and all amendments if any thereto as of the date thereof of Nah-Nah and each Subsidiary; (B) is a true and correct copy of the By-laws, as amended, as of the date thereof of Nah-Nah and each Subsidiary; (C) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement, and each other Transaction Document to be delivered by such party pursuant hereto; and (D) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and any certificate, document or other instrument in connection herewith; (iii) Evidence of the good standing and corporate existence of Nah-Nah reasonably requested by He-Ro; (iv) A signed opinion of Nah-Nah's counsel, dated the Closing Date and addressed to He-Ro, substantially in the form of opinion annexed as Exhibit B hereto; and (v) Copies of all Nah-Nah and Han Required Consents.