Closing Obligations Sample Clauses
The Closing Obligations clause outlines the specific actions, deliverables, and conditions that each party must fulfill at the closing of a transaction. This typically includes the exchange of documents, payment of purchase price, transfer of ownership or assets, and confirmation that all pre-closing conditions have been met. By clearly defining these requirements, the clause ensures that both parties understand their responsibilities at closing, thereby reducing the risk of disputes and facilitating a smooth completion of the transaction.
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Closing Obligations. At the Closing:
(a) the Sellers will deliver to the Buyer:
(i) share certificates in respect of all the Shares or indemnities for lost share certificates (any indemnities to be in a form acceptable to the Buyer), together with duly executed and delivered Stock Transfer Forms in favour of the Buyer in a form acceptable to the Buyer;
(ii) statements of all the bank accounts of the Company, showing their balances as at a date not more than two (2) days before the date of Closing, and a reconciliation (made up to Closing) of those statements to cash book balances and the cheques book(s);
(iii) powers of attorney in a form acceptable to the Buyer, duly executed by each Seller appointing the Buyer as their attorney to exercise all rights in respect of their Shares pending registration of the transfer of their Shares in the Company’s register of members;
(iv) service agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇;
(v) employment agreements, each in a form acceptable to the Buyer, duly executed and delivered by the Company and by each of the following persons: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇;
(vi) the Escrow Account Instruction Letter, duly executed and delivered by each of the Sellers;
(vii) the Disclosure Letter, duly signed by the Sellers;
(viii) the resignations of all of the directors serving on the board of directors of the Company, effective as of the Effective Date, in a form acceptable to the Buyer;
(A) all instruments or documents necessary to change the names of the individuals who have access to or are authorised in respect of all bank accounts, other accounts, certificates of deposits, marketable securities, other investments (including Bank Mandate Forms), safe deposit boxes, lock boxes and safes of the Company, if any, (B) to the extent not at the Company premises all keys and combinations to all locks (including building, room, and file cabinet locks) and all safe deposit boxes, lock boxes and safes of the Company, if any, (C) to the extent not at the Company premises all vehicle keys and registration documents, and (D) any filing codes in respect of online filing made by the Company with the Registrar of Companies or any other Governmental Body;
(x) a copy of the resolutions duly adopted by the board of directors of the Company authorising the transf...
Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller shall execute, acknowledge and deliver to Buyer
(i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and
(ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);
(b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;
(c) Seller shall deliver to Buyer possession of the Assets;
(d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;
(e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;
(f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”);
(g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and
(h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.
Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
Closing Obligations. At the Closing:
Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
Closing Obligations. At the Closing, after the Seller and the Purchaser are reasonably satisfied that the conditions precedent to the Closing set forth in Articles VII and VIII have been duly satisfied and/or waived:
(a) The Seller and the Purchaser will each deliver to the appointed custodian and broker (which for the avoidance of doubt shall be PT Danareksa (Sekuritas)) all documents legally necessary to effect the transfer of title of the Sale Shares to the Purchaser by the Seller through a crossing on the Jakarta Stock Exchange (Bursa Efek Jakarta) and the Surabaya Stock Exchange (Bursa Efek Surabaya) and to effect the registration of the Sale Shares in the name of the Purchaser in the register of sub-account holders of Indosat shares and instruct the custodian to effect such crossing.
(b) The Seller will deliver to the Purchaser (i) the Bid Bonds; and (ii) a certificate executed by a Person or Persons duly authorized to represent and act for and on behalf of the Seller confirming and warranting to the Purchaser that each of the Seller's representations and warranties set forth in Article III was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date and stating that the conditions precedent to the Seller's obligation to close set out in Article VIII have been satisfied and/or waived and all covenants of the Seller set forth in Article II and Article V have been fulfilled in respect of the period until Closing;
(c) The Purchaser will deliver to the Seller two certificates as follows: (i) a certificate executed by a Person or Persons duly authorized to represent and act for and on behalf of the Purchaser, confirming and warranting to the Seller that each of the Purchaser's representations and warranties set forth in Article IV in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date and stating that the conditions precedent in Article VII to the Purchaser's obligations to close have been satisfied and/or waived, and all covenants of the Purchaser set forth in Article II and Article VI have been fulfilled in respect of the period until Closing; and (ii) a certificate executed by a director of the Purchaser, confirming the due appointment, incumbency, and authority of the Persons representing and acting on behalf of the Purchaser in all actions related to the Closing, including wit...
Closing Obligations. At the Closing:
(a) Seller will deliver or cause to be delivered to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Buyer;
(ii) a release in the form of Exhibit 2.4(a)(ii) executed by Seller (“Seller’s Release”);
(iii) employee retention agreements in the form of Exhibit 2.4(a)(iii), executed by the Key Employees (collectively, “Retention Agreements”);
(iv) a certificate executed by Seller representing and warranting to Buyer that each of Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Seller to Buyer prior to the Closing Date in accordance with Section 5.5);
(v) cancellation of all outstanding options, warrants, or other rights to ownership of the Company, other than the Shares; and
(b) Buyer will deliver to Seller:
(i) Seven Million Six Hundred Fifty Thousand Dollars ($7,650,000.00) by bank cashier’s or certified check payable to the order of or by wire transfer to an account specified by Seller;
(ii) a convertible promissory note payable to Seller in the principal amount of up to Ten Million Dollars ($10,000,000.00) in the form of Exhibit 2.4(b) (the “Promissory Note”);
(iii) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date; and
(iv) the Retention Agreements, executed by Buyer.
Closing Obligations. At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller shall assign transfer and convey the Properties to Buyer. Seller shall execute one or more assignments of all or part of the Properties to be conveyed by it, as may be reasonably requested by Buyer. Seller shall also execute such additional deeds, conveyances and bills of sale as may be necessary to convey the Properties to Buyer, provided that any such additional deeds, conveyances or bills of sale shall not warrant the condition of personal property but shall warrant title by, through and under Seller. In addition to the foregoing, the instruments executed pursuant to this Section 7.02(a) shall be executed in multiple originals and counterparts sufficient to facilitate recording.
(b) Seller and Buyer shall execute and deliver a settlement statement that shall set forth the Closing Amount (as hereinafter defined) and each adjustment and the calculation of such adjustments used to determine such amount. The term “Closing Amount” shall mean the Purchase Price adjusted as provided in Section 2.02, using for such adjustments the best information (including estimated data) then available.
Closing Obligations. (a) At the Closing, the following deliveries will be made to Buyer:
(i) an assignment of the IDE Membership Interests, duly executed by IRG, free and clear of all Encumbrances;
(ii) an assignment of the IRG Membership Interests, duly executed by IESG, free and clear of all Encumbrances;
(iii) an assignment of all right, title and interest of Insignia IP in the DE Marks, in the form of Exhibit C, duly executed by Insignia IP, free and clear of all Encumbrances, which assignment will be duly acknowledged by a notary public;
(iv) an assignment of all right, title and interest of the Companies in the DE Domain Names, duly executed by Insignia IP, free and clear of all Encumbrances;
(v) the Support Services Agreement in the form of Exhibit D hereto, duly executed by IESG;
(vi) a termination of the existing license agreements with respect to the DE Marks between Insignia IP and each of IDE and IRG;
(vii) the Lien Releases;
(viii) an agreement, in the form of Exhibit K hereto, pursuant to which CBRE shall agree to be bound by the provisions of Section 2.8 hereof, duly executed by CBRE; and
(ix) the additional documents referred to in Section 7.3. The documents referenced in this Section 2.4(a) and Section 7.3 are collectively referred to as the "Seller Parties' Closing Documents."
(b) At the Closing, Buyer will deliver to the Seller Parties:
(i) the Closing Amount;
(ii) the Support Services Agreement, duly executed by Buyer and IRG;
(iii) the Lender Subordination Agreement, duly executed by the parties thereto (other than the Seller Parties); and
(iv) the additional documents referred to in Section 8.3. The documents referenced in this Section 2.4(b) and Section 8.3 are collectively referred to as "Buyer's Closing Documents."
Closing Obligations. At the Closing:
(a) Seller will deliver to Buyer:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer;
(ii) release in the form of Exhibit 2.4(a)(ii) executed by Seller ("Seller's Release");
(iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller ("Employment Agreement");
(iv) non-competition agreement in the form of Exhibit 2.4(a)(iv), executed by Seller (the "Non-Competition Agreements");
(v) lease agreement in the form of Exhibit 2.4(a)(v), executed by Seller (the “Lease Agreement);
(vi) a certificate executed by Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement are accurate in all respects as of the Closing Date;
(vii) assignment of Patents and Trademarks in the form of Exhibit 2.4(a)(vii) executed by Seller ("Patent Assignment");
(viii) an opinion of counsel to Seller in the form of Exhibit 2.4(a)(viii) attached hereto, with qualifications and assumptions which are agreed to by Buyer; and
(ix) all other items required to be delivered hereunder.
(b) Buyer will deliver to Seller:
(i) the amount of $11,300,000 by wire transfer to an account specified by Seller less such amount to be wired to the Company's bank to pay off secured indebtedness;
(ii) promissory note payable to Seller in the principal amount of $750,000.00 in the form of Exhibit 2.4(b) (the "Promissory Note");
(iii) a total of $1,650,000.00 in shares of common stock, $.01 par value ("Common Stock") of Buyer calculated based on the average of the closing price for the Common Stock on the American Stock Exchange for the ten (10) trading days immediately prior to the Closing. The shares of Common Stock will be issued to Seller by the Buyer's transfer agent within two weeks following the Closing. At Closing, Seller will be provided copies of the Company's instruction letter to its transfer agent;
(iv) Non-Competition Agreement executed by the Company;
(v) a certificate executed by Buyer to the effect that each of Buyer's representations and warranties in this Agreement was accurate in all respects as of the Closing Date;
(vi) the Employment Agreement executed by the Company;
(vii) the Lease Agreement executed by the Company; and
(viii) all other items required to be delivered hereunder.