Closing Transactions Clause Samples

Closing Transactions. The term "Closing Transactions" shall have the meaning set forth in Section 2.4.

Closing Transactions. All documents and other instruments required to be delivered at the Closing shall be regarded as having been delivered simultaneously, and no document or other instrument shall be regarded as having been delivered until all have been delivered.

Closing Transactions. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgage.

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acq...

Closing Transactions. At the Closing: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated...

Closing Transactions. Subject to the conditions set forth -------------------- in this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: -------------------- (i) the Stockholders shall cause the Seller to, and the Seller shall convey to the Purchaser good and marketable title to all of the Acquired Assets, free and clear of all Liens, and deliver to the Purchaser warranty deeds, bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Acquired Assets, in form and substance satisfactory to the Purchaser; (ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities; (iii) the Seller shall repay, or cause to be repaid, all amounts necessary to discharge fully the then outstanding balance of the Seller's Indebtedness (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver all related lien releases and canceled notes at the Closing; (iv) The Purchaser shall deliver to the Seller the Purchase Price by wire transfer of immediately available funds; and (v) the Seller and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such Party under Article III.

Closing Transactions. 9 ARTICLE III

Closing Transactions. At the Initial Closing: (a) With respect to the Assignable Sites, the Verizon Contributors holding such Assignable Sites shall contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such Verizon Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements and all Post-Closing Liabilities with respect to such Assignable Sites, and the Verizon Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (b) Subject to the adjustments and prorations described in Section 2.8, Acquiror shall pay to Verizon the Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by Verizon (on behalf of the Verizon Contributors, their Affiliates and the Verizon Lessors) by written notice to Acquiror delivered not later than three Business Days prior to the Initial Closing Date; (c) With respect to the Lease Sites, the applicable Verizon Lessor holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites, in each case, by the execution and delivery of, and subject to, the Tower Operator General Assignment and Assumption Agreement and the MPL, and the Verizon Lessor shall retain responsibility for all related Excluded Liabilities and Pre-Closing Liabilities; (d) The applicable Verizon Parties shall sell, convey, assign, transfer and deliver to Acquiror (or one of its Affiliates designated by Acquiror) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Acquiror shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable Verizon Parties. Each of the applicable Verizon Parties and Acquiror shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit J (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Sale Site Subsidiary Interests of the Veri...

Closing Transactions. In the event the Offering Persons receive an Offer Notice pursuant to Section 5.2, the Other Shareholders receive a Transfer Notice pursuant to Section 5.3, the Dragged Shareholders receive a notice pursuant to Section 5.4, the Called Shareholders receive a Call Notice pursuant to Section 5.5, each Offering Person (with respect to Section 5.2), each Other Shareholder (with respect to Section 5.3), each Dragged Shareholder (with respect to Section 5.4) or each Called Shareholder as the case may be, agrees to use its commercially reasonable efforts, in good faith and in a timely matter, to take, or cause to be taken, all Necessary Actions and to do, or cause to be done, all things reasonable necessary, proper or advisable, under applicable Law (including, without limitation, to ensure that all appropriate requirements of Law are met and all Consents of third Persons are obtained, in each case, with respect to the transfer by such Offering Person, Other Shareholder, Dragged Shareholder, Called Shareholders or Centel Shareholders as the case may be), to consummate the proposed transactions contemplated by Sections 5.2, 5.3, 5.4 or 5.5, as the case may be. All reasonable costs and expenses incurred by Offering Persons, Other Shareholders, Dragged Shareholders, Called Shareholders, Centel Shareholders or the Company, as the case may be, in connection with a transfer made pursuant to Sections 5.2, 5.3, 5.4 or 5.5 (including, without limitation, all costs and disbursements, finders’ fees or brokerage commissions but excluding the fees and disbursements of counsel which shall be borne independently by each Offering Person, Other Shareholder, Dragged Shareholder, Called Shareholders, Centel Shareholders or the Company, as the case may be), or to be paid by Offering Persons, Other Shareholders, Dragged Shareholders, Called Shareholders or Centel Shareholders as provided for in the relevant purchase agreement, shall be allocated pro rata among the Offering Persons, Other Shareholders, Dragged Shareholders, Called Shareholders or Centel Shareholders as the case may be, based upon the number of Equity Securities sold by each such Shareholder.