Other Closing Items Sample Clauses

Other Closing Items. In addition to the transfers described in Section 2.01, at the Closing: (a) Cedant shall hand deliver, facsimile or e-mail to Reinsurer the following: (i) Reinsurance Agreement No. 1, duly executed on behalf of Cedant; and (ii) any other requirements contemplated by Article VIII or other provisions hereof. (b) Reinsurer shall hand deliver or telefax to Cedant the following: (i) Reinsurance Agreement No. 1, duly executed on behalf of Reinsurer; and (ii) any other requirements contemplated by Article IX or other provisions hereof.
Sample 1Sample 2
AutoNDA by SimpleDocs
Other Closing Items. At Closing, the following agreements have been ------------------- executed: (a) A Noncompetition Agreement between AXENT and Xxxxxxx Xxxx in the agreed form. (b) An Escrow Agreement in the agreed form between AXENT, the Equityholders and the Escrow Agent, and the Equityholders shall have executed blank stock powers with respect to the AXENT Common Shares to be held in the Escrow Deposit. (c) A Registration Rights Agreement between AXENT and the Equityholders in the agreed form.
Sample 1
Other Closing Items. Condemnee shall be ready and able to disconnect the Customers from its system and permit Condemnor to connect them to its system to the extent required to occur on the Changeover Date by the Implementation Plan.
Sample 1
Other Closing Items. At Closing, in addition to the instruments of conveyance and transfer of title identified above, the Seller shall further deposit into Escrow and/or deliver or make available to the Buyer all documents necessary for Closing, including but not limited to (a) originals of all of the information, files, records, data, and plans belonging to the Seller which are part of the Business and/or the Assets; (b) one or more releases or deeds of reconveyance (as applicable) from Wilmington Trust, National Association, in its capacity as collateral agent, sufficient to release the Business and the Assets from the Lien held thereby, including any and all UCC-3 termination statements or amendments, and such other documents needed to release any and all Liabilities or Liens binding on the Business and/or the Assets; (c) written consent of the necessary equity holders of Seller authorizing the transactions contemplated in this Agreement; (d) a certificate of good standing of Seller issued by the California Secretary of State and an Entity Status Letter for Seller and the Business from the Franchise Tax Board of the State of California, each dated within ten (10) days of the Closing Date, unless Seller is unable to obtain any of the foregoing due to delays on the part of the State of California and the Title Company is able to insure Buyer’s title without said items; (e) a Tax clearance certificate or statement of Tax due from the FTB; (f) a Tax clearance certificate from the EDD; (g) a Tax clearance certificate from the California Department of Tax and Fee Administration (formerly the Board of Equalization); provided, however, that the clearance certificates or statements identified in clauses (e) through (g) above shall be delivered by Seller to the extent required by the Title Company to insure Buyer’s title; (h) updated Schedules to this Agreement at least five (5) business days prior to the Closing Date; (i) a certificate of each Seller to the effect that the Seller is not a foreign person within the meaning of section 1445 of the Internal Revenue Code; (j) anything that may be reasonably required by Buyer’s lender and/or the Title Company; and (k) such other items that may be reasonably requested by Buyer to close the transactions contemplated in this Agreement.
Sample 1
Other Closing Items. Concurrently with, or prior to, the execution hereof, Seller shall also provide Purchasers with the following documents and items, in form and substance acceptable to Purchasers: (a) UCC-11, Judgment and Tax Lien Searches for Seller and for Guarantor. (b) If requested by Purchasers, Certificates of Insurance insuring Seller's assets naming Purchasers as Loss Payee/Insured Mortgagee accompanied by a detailed listing of and copies of all insurance policies on Seller's assets and facilities. (c) Certified copy of Seller's Articles of Incorporation issued by the Secretary of State of Delaware. (d) Certificate of Seller's Good Standing and Qualification to do Business under Delaware law issued by the Secretary of State of Delaware, and in all other states in which Seller does business. (e) Copy of Seller's current By-laws, certified by Seller's corporate secretary. (f) Certified copy of Resolutions of Seller's Board of Directors authorizing a named officer of Seller to enter into this Agreement and to execute all related documents on Seller's behalf. (g) Certified copy of Xxxxxx Xxxx and BBH's Articles of Incorporation/Charter. (h) Certificate of Xxxxxx Xxxx'x and BBH's Good Standing and Qualification to do Business under the law in which it was incorporated , and in all other states in which Guarantor does business. (i) Copy of Xxxxxx Xxxx'x and BBH's current By-laws, certified by Guarantor's corporate secretary. (j) Certified copy of Resolutions of Xxxxxx Xxxx'x and Guarantor's Board of Directors authorizing a named officer of Guarantor to enter into the Agreement and to execute all related documents on Guarantor's behalf. (k) Merger documentation and diligence with respect to the Merger Transaction, including a copy of merger agreement, articles of merger and evidence that the merger agreement was duly authorized and approved, and consummation of the transactions contemplated thereby, are not in conflict with, or in contravention with or violation of any law, regulation or agreement binding upon the parties thereto, in such form and substance satisfactory to Purchasers; (l) Payoff instructions and amounts with respect to the BBH's funding obligations pursuant to the Merger Agreement; (m) Processing Fee in the amount of $40,000.00 plus attorneys' fees for Boult, Cumming, Conners, & Xxxxx, PLC and related expenses; (n) A pro forma balance sheet of the Seller and Guarantor reflecting all of the transactions contemplated above, including the Merger, issuance of ...
Sample 1
Other Closing Items. Condemnor shall be ready and able to seamlessly assume providing electrical service to the Customers from its system independent of Condemnee's system to the extent required to occur on the Changeover Date by the Implementation Plan.
Sample 1
Other Closing Items. At the Closing: (a) the Buyer shall deliver to the Seller: (i) a Supply Agreement in the form of Exhibit 3.2(a)(i) to this Agreement (the “Supply Agreement”), executed by the Buyer Affiliate party thereto; (ii) a Transition Services Agreement in the form of Exhibit 3.2(a)(ii) to this Agreement (the “Transition Services Agreement”), executed by the Buyer; (iii) the documents, certificates and agreements set forth in Section 12.3(d) and Section 12.3(e), executed as set forth in such sections; and (iv) payment of an amount equal to the Base Purchase Price less the China Base Purchase Price (plus, if the China Closing Date shall occur on such date, the China Cash Payment and the China Base Purchase Price Amount) as required to be paid pursuant to Section 1.2 (collectively, the “Closing Payment”) no later than 1:00 p.m. Charlotte, North Carolina time, on the Closing Date by wire transfer of immediately available funds to an account or accounts of the Seller at a bank or banks specified by the Seller. (b) The Seller shall deliver to the Buyer: (i) the Supply Agreement executed by the Seller Affiliate party thereto; (ii) the Transition Services Agreement executed by the Seller; and (iii) the documents, certificates and agreements set forth in Section 12.2(c) and Section 12.2(e), executed as set forth in such sections.
Sample 1
AutoNDA by SimpleDocs

Related to Other Closing Items

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Other Closing Documents Buyer shall have received such other duly executed certificates, instruments and documents in confirmation of the representations and warranties of the Company or the Members or in furtherance of the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • 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.

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Series C Preferred Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!