Other Closing Items Clause Samples
The "Other Closing Items" clause serves to address additional actions, documents, or requirements that must be completed or delivered at the closing of a transaction, beyond the main terms already specified. This may include the exchange of keys, delivery of certificates, finalization of utility transfers, or confirmation of compliance with local regulations. By including this clause, the agreement ensures that all miscellaneous but necessary tasks are formally acknowledged and completed, preventing misunderstandings or omissions that could delay or complicate the closing process.
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.
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.
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.
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 ▇▇▇▇▇▇ ▇▇▇▇ and BBH's Articles of Incorporation/Charter.
(h) Certificate of ▇▇▇▇▇▇ ▇▇▇▇'▇ 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 ▇▇▇▇▇▇ ▇▇▇▇'▇ and BBH's current By-laws, certified by Guarantor's corporate secretary.
(j) Certified copy of Resolutions of ▇▇▇▇▇▇ ▇▇▇▇'▇ 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, & ▇▇▇▇▇, 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 ...
Other Closing Items. At Closing, the following agreements have been ------------------- executed:
(a) A Noncompetition Agreement between AXENT and ▇▇▇▇▇▇▇ ▇▇▇▇ 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.
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.
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.