Documents at Closing Clause Samples
The "Documents at Closing" clause outlines the specific documents that each party must provide or execute at the closing of a transaction. Typically, this includes items such as deeds, bills of sale, assignments, consents, and any other paperwork necessary to transfer ownership or fulfill contractual obligations. By clearly listing these requirements, the clause ensures that all necessary legal and transactional documents are exchanged, thereby facilitating a smooth and enforceable closing process and reducing the risk of disputes or incomplete transfers.
Documents at Closing. At the Closing, the following documents shall be delivered:
(a) Duska will deliver, or will cause to be delivered, to Shiprock the following:
(1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date;
(2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state;
(3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c);
(4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger;
(6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.
(b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska:
(1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof;
(2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date;
(3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters;
(4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state;
(5) opinion of Shiprock’s counsel as described in Section 8(l) above;
(6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(7) written resignation of all of t...
Documents at Closing. Each party to this Agreement agrees to execute and deliver at the Closing those documents identified in Section 2.2.
Documents at Closing. At the Closing the following transactions shall occur, all of such transactions being deemed to occur simultaneously:
A. Stockholders will deliver, or cause to be delivered, to Acquiror the following:
(1) Stock certificates for all of the issued and outstanding stock of Acquiree being tendered and duly endorsed;
(2) All corporate records of Acquiree, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock ledgers, stock transfer books, corporate seals, and other such corporate books and records as may reasonably be requested for review by Acquiror and its counsel;
(3) The opinion of counsel for Acquiree as set forth herein;
(4) A certificate executed by the Principal Stockholders to the effect that all representations and warranties made by Acquiree under this Agreement are true and correct as of the Closing, the same as though originally given to Acquiror on said date;
(5) A certificate from the Secretary of State of its incorporation dated within 45 days of the Closing Date to the effect that Acquiree is in good standing under the laws of said state;
(6) An investment letter from the Stockholders representing that they are acquiring shares of Acquiror for investment purposes only and not with a view to further distribution;
(7) Such other instruments, documents, and certificates, if any, as are required to be delivered pursuant to the provision of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement.
B. Acquiror will deliver or cause to be delivered to the Stockholders and Acquiree:
(1) Stock certificates for common stock to be issued as part of the exchange as listed on Exhibit "A";
(2) A certificate of the president and secretary of Acquiror to the effect that all representations and warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date, the same as though originally given to Stockholders on said date;
(3) The opinion of Acquiror's counsel set forth herein;
(4) Certified copies of resolutions by Acquiror's Board of Directors and Stockholders authorizing this transaction;
(5) A certificate from the Secretary of State of Acquiror's state of incorporation dated within 45 days of the Closing Date that Acquiror is in good standing under the laws of said state;
(6) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement.
Documents at Closing. All Documents required to be furnished by Buyer to the Company and/or the Stockholders prior to or at the Closing shall have been so furnished.
Documents at Closing. 10 16. Finder's Fees ........................................................ 11
Documents at Closing. At Closing, in addition to what is required elsewhere herein, all EXHIBITS attached hereto, and the signature page hereto, shall be executed and or initialed, delivered by all appropriate parties, except the parties shall have such additional days as identified herein to perform as expressly provided herein, in which case such provision herein providing additional time beyond the Closing Date shall control notwithstanding anything to the contrary (provided, however, it shall be deemed that the Closing of this Agreement occurred on the Closing Date).
Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following:
(a) Resolutions of the Board of Directors of NDYN pertaining to:
(1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto;
(b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger.
(c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein.
(d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stock, par value of $0.0001 per share, to the NATE’S Shareholders whereby NATE’S shareholders shall 5,000,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein.
(e) NDYN shall provide NATE’S with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable.
(f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S shall provide the following:
(a) NATE’S shall present a certification that NATE’S is a corporation in good standing under the laws of the Colorado.
(b) NATE’S shall provide resolutions adopting the Merge...
Documents at Closing. At the Closing, the following documents shall be delivered:
(a) Compass will deliver, or will cause to be delivered, to WII the following:
(i) a certificate executed by the President and Secretary of Compass to the effect that all representations and warranties made by Compass under this Agreement are true and correct as of the Closing, the same as though originally given to WII or WII Sub on said date;
(ii) a certificate from the state of Compass's incorporation dated at or about the Closing to the effect that Compass is in good standing under the laws of said state;
(iii) Investment Letters in the form attached hereto as Exhibit "D" executed by each Compass Common Shareholder, some of which may be delivered after Closing;
(iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions adopted by the shareholders and directors of Compass authorizing the Merger; and
(vi) all other items, the delivery of which is a condition precedent to the obligations of WII and WII Sub, as set forth herein.
(vii) the legal opinion required by Section 8(d) hereof.
(b) WII and WII Sub will deliver or cause to be delivered to Compass:
(i) stock certificates representing those securities of WII to be issued as a part of the Merger as described in Section 2 hereof;
Documents at Closing. Buyer and its Affiliates shall have delivered to Seller on or before the Closing Date all agreements, instruments and documents required to be delivered by Buyer to Seller pursuant to Section 3.03.
Documents at Closing. Seller shall have delivered to Buyer or the Settlement Agent all agreements, instruments and documents required to be delivered by Seller to Buyer pursuant to Section 3.02.