Initial Closing Deliverables Clause Samples
The "Initial Closing Deliverables" clause defines the specific documents, items, or actions that each party must provide or complete at the time of the initial closing of a transaction. Typically, this includes items such as executed agreements, certificates, consents, or proof of regulatory compliance, which are exchanged to satisfy the conditions precedent to closing. By clearly listing these deliverables, the clause ensures that all necessary prerequisites are met before the transaction is finalized, thereby reducing the risk of misunderstandings or incomplete performance at closing.
Initial Closing Deliverables. (a) At or prior to the Initial Closing, each applicable Contributing Party shall deliver, or cause to be delivered, to the Public Company Group or such other counterparty thereto, the following, as applicable:
(i) in the case of WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco, GIC and ▇▇▇▇ River, a counterpart to the Registration Rights Agreement, substantially in the form attached hereto as Exhibit K (the “Registration Rights Agreement”), duly executed by an authorized representative of such Person;
(ii) in the case of WBR Holdings, NDB Holdings, Desert Holdings and DVN JV Holdco, a counterpart to the Shareholders’ Agreement, substantially in the form attached hereto as Exhibit L (the “Shareholders’ Agreement”), duly executed by an authorized representative of such Person;
(iii) in the case of WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco, GIC and ▇▇▇▇ River, a counterpart to the Tax Receivable Agreement, substantially in the form attached hereto as Exhibit M (the “Tax Receivable Agreement”), duly executed by an authorized representative of such Person;
(iv) in the case of WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and ▇▇▇▇ River, a counterpart of the OpCo A&R LLCA, substantially in the form attached hereto as Exhibit E, duly executed by an authorized representative of such Person;
(v) in the case of WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and ▇▇▇▇ River, a duly executed Internal Revenue Service Form W‑9 of such Person;
(vi) in the case of WB 892, WBR Holdings, NDB Holdings, Desert Holdings, DVN JV Holdco and ▇▇▇▇ River, a counterpart of an instrument of transfer, as required under any applicable Law or the applicable Organizational Documents, in order to cause the valid transfer of the applicable Contributed Equity Interests held by such Person, in substantially the form attached hereto as Exhibit G; and
(vii) in the case of WBR Holdings, GIC, NDB Holdings and WB 892, a counterpart of the WB 892 Merger Agreement duly executed by such Person;
(viii) in the case of WBR Holdings, GIC and NDB Holdings, a counterpart of the PubCo A&R LLCA, duly executed by an authorized representative of such Person;
(ix) a copy of any lender consent, and/or amendment to any Indebtedness that is required by the transactions contemplated by this Agreement or contemplated in connection with the Initial Public Offering, including the lender consent under the Desert Credit Agreement and any amendment described in the Regi...
Initial Closing Deliverables. 2.5.1 At the Initial Closing, the Company will deliver to Gilead:
(a) a duly executed Cross-Receipt with respect to the Initial Shares;
(b) a duly executed Investor Rights Agreement;
(c) a certificate in form and substance reasonably satisfactory to Gilead and duly executed on behalf of the Company by an authorized officer of the Company, certifying that the conditions to the Initial Closing set forth in Sections 2.7.1(a) and (b) of this Agreement have been fulfilled; and
(d) a certificate of the secretary of the Company dated as of the Initial Closing Date certifying that attached thereto is a true and complete copy of all resolutions adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby as of the Initial Closing Date.
2.5.2 At the Initial Closing, Gilead will deliver to the Company:
(a) a duly executed Cross-Receipt with respect to the Initial Shares;
(b) a duly executed Investor Rights Agreement; and
(c) a certificate in form and substance reasonably satisfactory to the Company and duly executed on behalf of Gilead by an authorized officer of Gilead, certifying that the conditions to the Closing set forth in Sections 2.7.2(a) and (b) of this Agreement have been fulfilled.
Initial Closing Deliverables. (a) Holdings II shall deliver, or cause to be delivered, the following documents to RHI Inc. at the Initial Closing:
(i) a certificate or certificates representing the RHI Inc. Units being issued to RHI Inc. identifying RHI Inc. as the registered holder thereof; and
(ii) all other customary documents, instruments or certificates as shall be reasonably requested by RHI Inc. and as shall be consistent with the terms of this Agreement; and
(b) RHI Inc. shall deliver, or cause to be delivered, the following documents to Holdings II at the Initial Closing:
(i) the RHI Inc. Consideration by wire transfer of immediately available funds to an account designated by Holdings II at least three business days prior to the Initial Closing.
Initial Closing Deliverables. (a) Holdings II shall deliver, or cause to be delivered, the following documents to KRH at the Initial Closing:
(i) a certificate or certificates representing the KRH Units being issued and sold to KRH identifying KRH as the registered holder thereof; and
(ii) all other customary documents, instruments or certificates as shall be reasonably requested by KRH and as shall be consistent with the terms of this Agreement.
(b) KRH shall deliver, or cause to be delivered, the following documents to Holdings II at the Initial Closing:
(i) all customary documents, instruments or certificates as shall be reasonably requested by Holdings II and as shall be consistent with the terms of this Agreement.
Initial Closing Deliverables. (a) On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) a copy of this Agreement duly executed by the Company;
(ii) documentary evidence that the Transfer Agent has been duly instructed to record on the Company’s Share register in the name of such Purchaser the issuance of that number of Ordinary Shares issuable hereunder for such Purchaser’s Initial Subscription Amount with legends affixed as deemed appropriate by the Transfer Agent; and
(b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) a copy of this Agreement duly executed by such Purchaser; and
(ii) such Purchaser’s Initial Subscription Amount by wire transfer to the account as specified in writing by the Company.
Initial Closing Deliverables. (1) Subject to the satisfaction or waiver on the Initial Closing Date of the applicable conditions to the Initial Closing in Section 1.2(d), at the Initial Closing, the Company will deliver to Purchaser:
(A) book-entry evidence in a form reasonably acceptable to Purchaser the Initial Shares and the registration of such shares of Series C Preferred Stock in the name of Purchaser or Purchaser’s nominee, to the extent reasonably acceptable to the Company;
(B) the Initial Warrants; and
(C) a duly executed counterpart of the Investor Rights Agreement.
(2) Purchaser will deliver to the Company:
(A) the Initial Purchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by the Company to Purchaser in writing no later than five (5) business days prior to the Initial Closing; and
(B) a duly executed counterpart of the Investor Rights Agreement.
Initial Closing Deliverables. (a) The Company shall deliver, or cause to be delivered, the following documents to the Corporation at the Initial Closing: (i) (x) solely to the extent that the Common Units are certificated, a certificate or certificates representing the Initial Units being issued to the Corporation identifying the Corporation as the registered holder thereof or (y) if the Common Units are not certificated, evidence reasonably satisfactory to the Corporation that the Corporation has been registered as the holder of the Initial Units in the books and records of the Company (which evidence may be satisfied by the Schedule of Members attached to the LLC Agreement at the Effective Time, as modified to give effect to the Initial Closing); and (ii) all other customary documents, instruments or certificates as shall be reasonably requested by the Corporation and as shall be consistent with the terms of this Agreement; and (b) The Corporation shall deliver, or cause to be delivered, the following to the Company at the Initial Closing: (i) the Initial Consideration by wire transfer of immediately available funds to the following bank account of the Company: Bank [.] Bank Address [.] ABA Routing No. [.] Account No. [.] Beneficiary Name: ▇▇▇▇ Holdings LLC
Initial Closing Deliverables. The Purchaser shall have received (or waived receipt of) those deliverables described in Section 2.07(a).
Initial Closing Deliverables. All deliveries contemplated under Section 4.2, Section 4.4, Section 4.5 and Section 4.7 with respect to the Initial Closing have been made in accordance with the terms of this Agreement; provided, however, that with respect to the delivery of the Confidentiality and Non-Competition Agreements contemplated under Section 4.2(a)(v), only a copy of the Confidentiality and Non-Competition Agreement duly executed by Douglas Barley shall be a deliverable required under this Section ▇.▇(▇).
Initial Closing Deliverables. 2.5.1 At the Initial Closing, the Company will deliver to Gilead:
(a) a duly executed Cross-Receipt with respect to the Initial Shares;
(b) a duly executed Investor Rights Agreement;
(c) a certificate in form and substance reasonably satisfactory to Gilead and duly executed on behalf of the Company by an authorized officer of the