Payment and Deliveries at Closing Clause Samples
The "Payment and Deliveries at Closing" clause defines the obligations of the parties to exchange payment and required documents or assets at the time of closing a transaction. Typically, this clause specifies that the buyer must provide the agreed-upon funds, while the seller delivers ownership documents, keys, or other necessary items to complete the transfer. Its core function is to ensure that all essential elements of the transaction are exchanged simultaneously, minimizing risk and ensuring that neither party is left unfulfilled at closing.
Payment and Deliveries at Closing. (a) At the Closing, Purchaser shall pay the Purchase Price to Seller by electronic bank transfer of immediately available funds to the bank account which Seller has designated in writing to Purchaser reasonably in advance of the Closing Date.
(b) At the Closing, Seller shall deliver to Purchaser evidence of the irrevocable instructions to Seller’s agent or other account representative to credit the Purchased ADSs to Purchaser’s balance account (which shall be with an agent or other account representative which is a participant with The Depository Trust Company (“DTC”)) in accordance with the written settlement instructions delivered by Purchaser to Seller prior to the Closing Date and the applicable procedures of DTC.
Payment and Deliveries at Closing. (a) At the Closing, Purchaser shall pay the Purchase Price to Seller by electronic bank transfer of immediately available funds to the bank account which Seller has designated in writing to Purchaser reasonably in advance of the Closing Date.
(b) At the Closing, Seller shall deliver to Purchaser:
(i) share certificate(s) representing the Purchased Common Shares and duly executed instruments of transfer in favor of Purchaser in respect of the Purchased Common Shares, and such other documents and instruments necessary to transfer to Purchaser all of Seller’s right, title and interest in and to the Purchased Common Shares.
(ii) evidence of the irrevocable instructions to Seller’s agent or other account representative to credit the Purchased ADSs to Purchaser’s balance account (which shall be with an agent or other account representative which is a participant with The Depository Trust Company (“DTC”)) in accordance with the written settlement instructions delivered by Purchaser to Seller prior to the Closing Date and the applicable procedures of DTC.
Payment and Deliveries at Closing. (a) At the Closing, Purchaser shall pay the Purchase Price to Seller by electronic bank transfer of immediately available funds to the bank account which Seller has designated in writing to Purchaser reasonably in advance of the Closing Date.
(b) At the Closing, Seller shall deliver to Purchaser, share certificate(s) representing the Purchased Ordinary Shares and duly executed instruments of transfer in favor of Purchaser in respect of the Purchased Ordinary Shares, and such other documents and instruments necessary to transfer to Purchaser all of Seller’s right, title and interest in and to the Purchased Ordinary Shares.
Payment and Deliveries at Closing. Purchaser shall make, or cause to be made, the following payments and deliveries at Closing, with each payment to be made by wire transfer of immediately available funds pursuant to wire transfer instructions delivered to Purchaser prior to the Effective Time, unless otherwise designated by the payee thereof:
(i) to the accounts of Persons to whom the Closing Indebtedness is owed (the “Debt Payoff Recipients”), an amount equal to the Closing Indebtedness owing to such Debt Payoff Recipients as set forth in the Payoff Letters or in the Lindenbrook Assignment Agreement, which payments, in the aggregate, shall be sufficient to satisfy any and all obligations of Target with respect to any Closing Indebtedness;
(ii) to Lindenbrook by wire transfer to an account designated by it of Two Million Seven Hundred Thirty-Nine Thousand Nine Hundred Ninety-Nine Dollars ($2,739,999) (the “Lindenbrook Payment Amount”), which amount shall reduce ▇▇▇▇▇▇▇’▇ Closing Payment Amount.
(iii) To ▇▇▇▇▇ by wire transfer to an account designated by him of Two Hundred Ninety-Seven Thousand Dollars ($297,000) (the “▇▇▇▇▇ Payment Amount”), which amount shall reduce ▇▇▇▇▇▇▇’▇ Closing Payment Amount.
(iv) to the accounts of Persons to whom Closing Transaction Expenses are owed as designated in the Pre-Closing Statement, an amount equal to the Closing Transaction Expenses owing to such Persons:
(v) to ▇▇▇▇▇▇▇, the executed Purchaser Note;
(vi) to the Member Representative, by wire transfer of immediately available funds into an account designated by the Member Representative, the Member Representative Holdback Amount; and
(vii) to each Member (or to such other Persons on behalf of such Member as are directed by such Member), with respect to such Member’s Target Units, an amount equal to each Member’s Closing Payment Amount, it being understood that ▇▇▇▇▇▇▇’▇ Closing Payment Amount has been reduced by the Lindenbrook Payment Amount and the ▇▇▇▇▇ Payment Amount.
Payment and Deliveries at Closing. At the Closing: (i) the Sellers shall deliver to Nautilus the various certificates, instruments and documents referenced in Section 9(a) below, (ii) Nautilus shall deliver to the Sellers the various certificates, instruments and documents referenced in Section 9(b) below, (iii) Nautilus shall deliver to the Sellers certificates representing the Initial Stock Payment, and (iv) the Sellers shall procure the delivery to Nautilus of (A) the signed Instrument of Transfer of Shares in respect of the transfer of 8.620 of the APL Shares from Geos Services Limited to Nautilus in the form attached hereto as Annex A, (B) the signed Instrument of Transfer of Shares in respect of the transfer of 1.380 shares out of the APL Shares from Geos (Nominees) Limited to Nautilus in the form attached hereto as Annex B, (C) the signed Resolution of the Sole Director of APL approving the transfer of the APL Shares to Nautilus, (D) the signed Certificate of the Secretary of APL confirming that the transfer of the APL Shares to Nautilus has been registered in the Register of Members of APL and (E) the signed share certificate representing the APL Shares in favor of Nautilus.