Parties' Obligations at Closing Sample Clauses

Parties' Obligations at Closing. (i) At the Closing, SCB and Buyer will deliver to Seller: (A) $6,147,513 in cash by wire transfer of immediately available funds pursuant to instructions delivered by Seller to SCB prior to Closing, together with a copy of the Escrow Agreement duly executed by SCB and the Escrow Agent and evidence, reasonably satisfactory to Seller, that the Escrow Amount has been duly delivered to the Escrow Agent; (B) a copy of the resolutions of the Boards of Directors of SCB and Buyer, certified by their respective corporate secretaries, authorizing the execution, delivery, and performance of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby; (C) employment agreements (the "Employment Agreements"), substantially in the form of Exhibit E hereto, among SCB, Buyer, and each of Stepxxx X. XxXxxx xxx Gary X. Xxxx, xxly executed by SCB and Buyer; (D) the Bill xx Sale, Assignment and Assumption Agreement relating to the Transferred Assets and the Assumed Liabilities, duly executed by Buyer, substantially in the form of Exhibit F hereto; (E) such other certificates and documents as Seller or its counsel may reasonably request.
Sample 1See All (4)
AutoNDA by SimpleDocs
Parties' Obligations at Closing. At the Closing, (a) The Company shall deliver the Redemption Price to Chevron by wire transfer of immediately available funds to such account as Chevron shall notify the Company in writing. (b) Chevron shall execute, acknowledge (where appropriate) and deliver, or cause to be delivered to the Company, in a form reasonably satisfactory to the Company: (i) stock certificate(s) representing the Redeemed Shares, duly endorsed for transfer or accompanied by stock powers duly executed in blank, (ii) any other documents reasonably requested by the Company in writing that are necessary to transfer to the Company good and marketable title to the Redeemed Shares, (iii) an executed counterpart of the New Shareholder Agreement in substantially the form attached hereto as Exhibit A; and (iv) an executed counterpart of a Waiver in substantially the form attached hereto as Exhibit B. (c) The Company shall execute and deliver, or cause to be delivered an executed counterpart of the New Shareholder Agreement in substantially the form attached hereto as Exhibit A and an executed counterpart of a Waiver in substantially the form attached hereto as Exhibit B.
Sample 1Sample 2
Parties' Obligations at Closing. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.01 hereof; (ii) the Buyer will deliver to the Seller the various certificates, instruments and documents referred to in Section 5.02 hereof; (iii) the Seller will execute, acknowledge (if appropriate) and deliver to the Buyer all documents and take such other actions as is necessary for the effective sale, transfer, conveyance and assignment to the Buyer of the Assets and put Buyer in effective possession thereof; (iv) the Buyer will execute, acknowledge (if appropriate) and deliver to the Seller all documents necessary for the effective assumption of the Assumed Liabilities and (v) the Buyer will deliver to the Seller good funds for the full amount of the purchase price specified in Section 1.03(a) above.
Sample 1
Parties' Obligations at Closing. (i) At the Closing, the Purchaser will deliver to the Seller: (A) The sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) in cash by wire transfer of immediately available funds; (B) Purchaser's Promissory Note in the amount of Five Hundred Fifty Thousand and no/100 Dollars ($550,000.00) together with the Security Agreements and Guaranties required under Section 1.04(b) above; (C) A copy of the resolution of the Board of Directors (and shareholders, if required by applicable law) of each of the Purchaser, Independent and Sheyenne, certified by the applicable corporation's corporate secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein to be entered into by such corporation and the consummation of the transactions contemplated of it hereby and thereby; (D) Certificates of the Purchaser, Independent and Sheyenne, each in form and substance reasonably satisfactory to the Seller and its counsel to the effect that each representation and warranty of the certifying corporation in this and the other documents referenced herein to be entered into by such corporation is true and correct on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of such date, unless such representation or warranty is as of a specific date, in which case, as of such date, and no breach of or default under this Agreement or such agreement exists; (E) Each required consent or approval of a creditor, contract party or public or governmental authority that is required to enable Purchaser, Independent, Sheyenne, Daryl E. Ingalsbe, Timothy S. O'Dell and David L. Inxxxxxx xx xxxxx xxxx xxx xxxxements to xxxxx xxxx xxx xx enter pursuant to this Agreement and to consummate the transactions contemplated thereby, if any; (F) Such other certificates and documents as the Seller or its counsel may reasonably request. (ii) At Closing, the Seller will deliver to the Purchaser: (A) a bill of sale (the "Bill of Sale") and assignments xxxating to the Assexx, duly executed by the Seller, in form and substance reasonably satisfactory to the Purchaser and its counsel, pursuant to which title to the Assets purchased is transferred to the Purchaser, free and clear of all liabilities, liens, claims, obligations, security interests or encumbrances; (B) a copy of the resolutions of the Board of Directors (and shareholders, if required by Delaware law) of the Seller, cert...
Sample 1
Parties' Obligations at Closing. The Company's Obligations at the Closing 6.01 At the Closing, The Company shall execute, if appropriate, and shall deliver to Purchaser: (1) A bill of sale in a form acceptable xx Purchaser sufficient to convey to Purchaser all rights, title, and interest in the stock being sold to Purchaser under the terms of this Agreement;
Sample 1
Parties' Obligations at Closing. At the Closing, the parties will exchange the following documents and other things: (a) Selling Parties will provide Buyer with a Xxxx of Sale (in a form provided by Buyer) signed by Subsidiary and, if necessary, the Corporation, for all tangible assets being transferred to Buyer pursuant to this Agreement; (b) Selling Parties will provide Buyer with Assignments (in a form provided by Buyer) signed by Subsidiary and, if necessary, the Corporation to assign all of Subsidiary's leaseholds pursuant to this Agreement; (c) Selling Parties will provide Buyer with any other required Instruments (in a form provided by Buyer) signed by Subsidiary and, if necessary, the Corporation necessary to assign or transfer all other property subject to this Agreement to Buyer; (d) Selling Parties will provide Buyer with $1,900,000.00 (subject to adjustment pursuant to Section 1.3(b)) of Corporation's outstanding Preferred Shares together with duly executed stock powers (in a form provided by Buyer), which shall immediately thereafter be delivered by Buyer to Corporation; (e) Buyer shall pay to Corporation $350,000.00 of the Purchase Price pursuant to Section 1.3(d)(ii), and concurrently therewith Selling Parties will deliver to Buyer a UCC-1 and a Security Agreement (in a form provided by Buyer) signed by Subsidiary and, if necessary, the Corporation in accordance with Section 1.3(d); (f) Selling Parties will deliver to Buyer any Assets and all books and records that are the subject of this Agreement from any location outside of the laboratory in Seattle, Washington. (g) Buyer will deliver to Selling Parties executed instruments of assumption of only those liabilities of Subsidiary and Corporation listed in Exhibit "2."
Sample 1
Parties' Obligations at Closing. (a) At the Closing, SCB will deliver to the PCG Shareholders: (i) $5,760,000 in cash by wire transfer of immediately available funds allocated among the PCG Shareholders in accordance with Exhibit A attached hereto, together with a copy of the Escrow Agreement duly executed by SCB and the Escrow Agent and evidence, reasonably satisfactory to the PCG Shareholders and their counsel, that the Escrow Amount has been duly delivered to the Escrow Agent; (ii) a copy of the resolutions of the Board of Directors of SCB, certified by the corporate secretary, authorizing the execution, delivery, and performance of this Agreement and the other documents referenced herein and the consummation of the transactions contemplated hereby; (iii) an opinion of Bass, Berrx & Xims XXX, legal counsel to SCB, substantially in the form of Exhibit C attached hereto; (iv) a copy of the PRI Agreement duly executed by SCB; and (v) such other certificates and documents as the PCG Shareholders or their counsel may reasonably request, including a receipt from SCB acknowledging that it has received the PCG Disclosure Letter.
Sample 1
AutoNDA by SimpleDocs

Related to Parties' Obligations at Closing

  • Seller’s Obligations at Closing At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • Conditions of the Purchasers’ Obligations at Closing The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions of Investor’s Obligations at Closing The obligations of the Investor under subsection 1.1(c) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Investor if it does not consent thereto:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Seller’s Obligations at the Closing At the Closing, Seller will do, or cause to be done, the following:

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions Precedent to the Obligations of Sellers The obligations of Sellers to consummate the Transactions are also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Seller Representative in writing: (a) Each representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects, in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of such date (other than those representations and warranties made as of a specific date, which shall be true and correct or true and correct in all material respects, as the case may be, as of such date). (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement shall to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to obligations and agreements that are qualified by materiality, Buyer shall have performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the fulfillment of the conditions specified in Sections 8.2(a) and (b), and (ii) the incumbency of each Person having authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is party. (d) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (e) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the consummation of the Transactions. (f) Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser, in its sole discretion, in whole or in part): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties in the Company Fundamental Warranties and the Seller Fundamental Warranties shall be true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date); (d) the Parties other than the Purchaser shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (e) there shall have been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and Section 7.2(g) have been satisfied.

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

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