Deliveries at Closing Clause Samples
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Deliveries at Closing. At the Closing, the Seller and the Buyer, respectively, will deliver the following documents:
(a) The Seller and AUGI will deliver or cause to be delivered to EXTEL and to the Buyer:
(i) a copy of the by-laws of the Seller and resolutions adopted by the Seller's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Seller as of the Closing Date;
(ii) a copy of the certificate of incorporation of the Seller, with all amendments thereto, together with a long form good standing certificate and tax clearance certificate, certified by the Secretary of State of the Seller's state of incorporation as of a date no later than five (5) days before the Closing Date;
(iii) certificate(s) by the Secretaries of the Seller and of AUGI, dated as of the Closing Date, attesting to the authority and verifying the signature of each person who signed this Agreement or any other agreement, instrument or certificate delivered in connection with the transactions contemplated hereby on behalf of the Seller and AUGI, respectively;
(iv) all agreements, authorizations, exemptions, waivers and consents of any third persons or entities required to be obtained by the Seller or AUGI hereunder or generally necessary for the consummation by the Seller and AUGI of the transactions contemplated by this Agreement;
(v) sufficient, original, executed copies of assignments of patents, trademarks and/or copyrights, in form and substance acceptable to the Buyer, such that there is one original version for each group of patents, trademarks and copyrights;
(vi) certificate(s), dated the Closing Date, signed by the chief financial officer of each of the Seller and AUGI that the conditions specified in Section 10.2(a) and (b) hereof have been fulfilled in all respects;
(vii) assignment of leases for each Lease; and
(viii) such other specific instruments of sale, conveyance, assignment, transfer, and delivery as are required to vest good and marketable title to the Assets in the Buyer.
(b) EXTEL and the Buyer will deliver or cause to be delivered to the Seller and to AUGI:
(i) a copy of the by-laws of the Buyer and resolutions adopted by the Buyer's Board of Directors and sole stockholder approving the transactions contemplated by this Agreement, certified by the Secretary of the Buyer as of the Closing Date;
(ii) a copy of the certificate of incorporation of the Buyer, with all amendments thereto, together with a long form ...
Deliveries at Closing. At the Closing, (i) Seller shall deliver to Buyer the various certificates, instruments, and documents referred to in §7(a) below, (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in §7(b) below, (iii) Seller will deliver to Buyer newly-issued stock certificates representing all of the Purchased Shares, and (iv) Buyer will deliver to Seller the Purchase Consideration specified in §2(b) above.
Deliveries at Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following:
(a) Purchaser shall deliver the Purchase Price as follows:
(i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement;
(ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters;
(iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii);
(iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and
(v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing).
(b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d).
(c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).
Deliveries at Closing. (a) At the Closing, the Company shall deliver to each Standby Purchaser the following:
(i) A certificate or certificates representing the number of shares of Common Stock issued to such Standby Purchaser pursuant to Section 2 hereof; and
(ii) A certificate of an officer of the Company on its behalf to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date.
(b) At the Closing, each Standby Purchaser shall deliver to the Company the following:
(i) Payment of the Subscription Price of the Securities purchased by such Standby Purchaser, as set forth in Section 2(c) hereof; and
(ii) A certificate of such Standby Purchaser to the effect that the representations and warranties of such Standby Purchaser contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date.
Deliveries at Closing. Buyer shall have delivered or caused to be --------------------- delivered to Sellers the documents, each properly executed and dated as of the Closing Date required pursuant to Section 2.3(b). Buyer shall also have made the payments described in Section 2.2.
Deliveries at Closing. (a) At the Closing, the Company shall deliver to the Standby Purchaser a certificate or certificates representing the shares of Common Stock issued to the Standby Purchaser pursuant to Section 2 hereof.
(b) At the Closing, the Standby Purchaser shall deliver to the Company payment in an amount equal to the Subscription Price multiplied by the number of shares of Common Stock purchased by the Standby Purchaser.
Deliveries at Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing (a) the Seller shall deliver or cause to be delivered the various documents, certificates and instruments listed in Section 7; and (b) the Purchaser shall cause to be delivered the various documents, certificates and instruments listed in Section 6.
Deliveries at Closing. Buyer shall have received from the Company each of the deliveries set forth below:
(i) At the Closing, certificates representing the shares of Common Stock and Warrants, comprising the Units, duly and validly issued in favor of Buyer and otherwise sufficient to vest in Buyer good title to the shares of Common Stock and Warrants comprising the Units;
(ii) At the Closing, a certificate issued by the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying on behalf of the Company (i) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Units, (ii) the incumbency and signature of the authorized signatory of the Company executing this Agreement, (iii) the amended and restated certificate of incorporation and bylaws of the Company, as in effect on the Closing Date, and (iv) that the condition to closing set forth in Section 6.1(c) has been met;
(iii) At the Closing, the Registration Rights Agreement, duly executed by the Company;
(iv) An opinion of U.S. counsel to the Company addressed to the Buyer, providing that the issuance, sale and delivery to the Buyer of the Units have been duly authorized by all necessary corporate action and (i) upon issuance against payment therefor and delivery to the Buyer, (A) the Common Stock included in such Units will be validly issued, fully paid and non-assessable and (B) the Warrants will be valid and binding obligations of the Company and (ii) assuming issuance of the Warrant Shares upon the exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares will be validly issued, fully paid and non-assessable; and
(v) An opinion of Canadian counsel to the Company addressed to the Buyer, providing that the issuance of the Units is exempt from the prospectus requirements under Ontario securities laws, that such securities are subject to restrictions on transfer under Ontario securities law and that the Common Stock included in such Units and the Warrant Shares are conditionally approved for listing on the TSX.
Deliveries at Closing. The following documents will be executed and delivered, as applicable, by Buyer or Seller, as applicable, at or prior to the Closing:
Deliveries at Closing. At the Closing: