EVENTS AT CLOSING Sample Clauses

EVENTS AT CLOSING. At the closing, the following events shall occur: (A) Wrapsters shall present the signed settlement agreements for trade debts, accounts payable and other operational liabilities, including any pending or threatened litigation, except for those items listed in section 5.1 above, and the funds to settle trade debts referred to in section 5.1(C). (B) Cxxx will surrender 1,000,000 of his shares of Wrapsters common stock to Wrapsters, and Mxxxxxx will surrender 1,400,000 [this number was crossed out by Mx. Xxxxxxx and he hand-wrote "1,250,000"] of his shares of Wrapsters common stock to Wrapsters, 400,000 of which shares are to be returned to Mxxxxxx should the "1 Potato 2" acquisition not be consummated. [Txxxxx Xxxxxxx crossed out the last sentence from "400,000" to the end and hand-wrote the following: "the 250,000 shares will be designated to resolve liabilities as follows: Mxxx 125,000 shares, 75,000 shares to Ex Xxxxxxxx, 45,000 shares to d.k. Txxx XxXxxxxxx, 5,000 shares to Sxxxxx XxXxxx".] (C) Cxxx, Mxxxxxx and Gxxxxxxxx will deliver rescission agreements pertaining to their employment contracts with Wrapsters, and documents sufficient to cancel any and all outstanding debt they may have been owed pursuant to said employment agreements and any stock options granted them by Wrapsters. (D) Wrapsters shall present rescission agreements or surrender of any stock options previously issued to any of Wrapsters' current or former employees; (E) NYB shareholders shall present all outstanding share certificates; (F) Wrapsters shall tender to the shareholders of NYB the funds and share certificates representing the number of shares of Wrapsters' common stock listed hereinabove, validly issued; (G) Cxxx, Mxxxxxx and Gxxxxxxxx will deliver rescission agreements pertaining to the Voting Agreements they previously signed, and the voting agreements referred to in section 5.6 above will be signed by Culp, Metzger, Gxxxxxxxx and Pxxxxx; (H) Proof that the articles of incorporation and/or bylaws of Wrapsters have been amended to provide for a five (5) member Board of Directors shall be presented by Wrapsters; (I) Proof that a new board of directors of Wrapsters has been elected or appointed, in accordance with the terms of section 5.5 above shall be presented by Wrapsters; (J) Wrapsters shall provide signed binding agreements from all Series B Preferred Stock shareholders including their agreement to surrender said Series B Preferred shares in exchange for the number of ...
Sample 1
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EVENTS AT CLOSING. 10.2.1 The Company and the Principal Shareholders shall deliver or cause to be delivered to SNCI the stock certificates representing all of the issued and outstanding shares of the Company common stock, together with assignments separate from the certificate, the Closing Date and duly executed by all of the Principal Shareholders, and stamped or other proper evidence of the payment of any stock transfer or similar Taxes due as a result of the transfer of the Company common Stock. 10.2.2 SNCI will deliver the Purchase Price to ObjectSelect at the Closing Date, as set forth in Section [1.4] above.
Sample 1
EVENTS AT CLOSING. At the Closing: (a) Seller shall deliver to Buyer the following: (i) A Quitclaim Deed in form acceptable to Buyer duly executed and acknowledged by Seller, conveying to Buyer the Land and Improvements indefeasible fee simply free and clear of any lien, encumbrance or exception other than the Permitted Exceptions. (ii) An assignment of Seller's interest as Landlord in and to all Tenant Leases in form acceptable to Buyer duly executed and acknowledged by Seller, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions, which assignment shall contain as an exhibit an updated Rent Roll.
Sample 1
EVENTS AT CLOSING. At the Closing: (a) EXL shall: (i) execute and deliver to HBS Bio the Bxxx of Sale; (ii) execute and deliver to HBS Bio one original affidavit or other certification that EXL is not a “foreign person” within the meaning of Section 1445 (or similar provisions) of the Internal Revenue Code of 1986, as amended (i.e., EXL is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in such Code and the Regulations promulgated thereunder); (iii) assign to HBS Bio all of EXL’s right, title and interest, and HBS Bio shall assume all obligations of EXL under, the Option Agreement, pursuant to the terms of an assignment agreement substantially in the form of Exhibit E attached hereto (the “Assignment of Option Agreement”); (iv) assign to HBS Bio all of EXL’s right, title and interest, and HBS Bio shall assume all obligations of EXL under, the Permits, pursuant to the terms of an assignment agreement substantially in the form of Exhibit F attached hereto (the “Assignment of Permits”); (v) have received an opinion of HBS Bio’s counsel to the effect set forth in Sections 4.1, 4.2, 4.3 (to the best of such counsel’s knowledge) and 4.4 (to the best of such counsel’s knowledge), in form and in substance reasonably satisfactory to EXL; and (vi) have obtained all consents and approvals that are required in connection with the transactions contemplated hereby, other than consents and approvals which EXL and HBS Bio reasonably agree are not material. (b) HBS Bio shall: (i) deliver to the Escrow Agent certificates representing the Shares; (ii) have received an opinion of EXL’s counsel to the effect set forth in Sections 3.1, 3.2, 3.3 (to the best of such counsel’s knowledge) and 3.4 (to the best of such counsel’s knowledge) and that the forms of conveyance documents are legally sufficient to convey to HBS Bio all of EXL’s right, title and interest in and to the Subject Property, in form and in substance reasonably satisfactory to HBS Bio; (iii) have obtained all consents and approvals that are required in connection with the transactions contemplated hereby, other than consents and approvals which EXL and HBS Bio reasonably agree are not material; and (iv) have received from CarbSynol Energy, LLC an executed Consulting Services Agreement. (c) EXL and HBS Bio shall execute and deliver such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated hereby.
Sample 1
EVENTS AT CLOSING. At the closing, the following events shall occur: (A) Purchaser shall execute and deliver the Promissory Note attached hereto as Exhibit ".B." (B) Seller shall deliver to Purchaser such other documents, keys, and the like as are required to run the Business. (C) Seller shall deliver to Purchaser a Bxxx of Sale conveying title to all Business Assets. (D) Each party shall deliver to the other such other documents, certificates and the like as are reasonably required to perfect the transaction contemplated hereby.
Sample 1
EVENTS AT CLOSING. At the Closing but immediately prior to the Effective Time (the "Recapitalization Time"), the Parties shall cause the following events to occur, or such events shall occur automatically pursuant to the terms hereof, as the case may be:
Sample 1
EVENTS AT CLOSING. At Closing, Seller shall sell and convey to Buyer, against delivery of the Purchase Price, as provided at Section 2 above, good and marketable title to the Challenger, free and clear of all liens, encumbrances, claims and rights of third parties. Possession of the Challenger will be delivered by Seller to Buyer at the time and place of Closing.
Sample 1
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EVENTS AT CLOSING. At Closing: ------------------- 8.2.1 Seller shall: (A) Execute, acknowledge and deliver to Buyer a Special Warranty Deed for the Real Property substantially similar to the form set forth in Exhibit B. (B) Execute and deliver to Buyer the Bill of Sale. (C) Execute and deliver to Buyer xxx original affidavit or other certification (as permitted by such code) that Seller is not a "foreign person" within the meaning of Section 1445 (or similar provisions) of the Internal Revenue Code of 1986, as amended (i.e., Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in such code and the regulations promulgated thereunder). (D) Execute and deliver to Buyer one original withholding exemption certificate for each state in which the Assets are located which has a law similar to Section 1445 of the Internal Revenue Code. (E) Transfer to Buyer (subject to the terms of applicable operating agreements and other provisions hereof) possession and control of all of the Assets effective as of the Closing Date. (F) Buyer shall have received an opinion of Seller's Counsel to the effect set forth in Subsections 3.1.1, 3.1.2, 3.1.3 (to the best of their knowledge), and 3.
Sample 1
EVENTS AT CLOSING. At the Closing, the following will occur: (a) Seller shall execute and deliver to Buyer a Mineral Deed in the form attached hereto as Exhibit “A” covering the Minerals to Buyer. (b) Buyer shall deliver the balance of the Purchase Price, plus Buyer’s Closing Expenses, to the Escrow Agent in certified funds.
Sample 1

Related to EVENTS AT CLOSING

  • 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 the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Payments at Closing Upon the terms and subject to the conditions set forth in this Agreement, Parent will deliver or cause to be delivered on the Closing Date and at the Closing: 3.4.1. to the lenders (or the applicable agents therefor), by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter).

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Post-Closing Conditions On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

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