Common use of Proceedings at Closing Clause in Contracts

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 12 contracts

Samples: Interest Purchase Agreement (Oncor Electric Delivery Co LLC), Purchase and Sale Agreement (Trans Energy Inc), Purchase and Sale Agreement (Trans Energy Inc)

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Proceedings at Closing. All proceedings to be taken taken, and all documents to be executed and delivered by all parties the Parties, at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 11 contracts

Samples: Share Purchase Agreement (PPL Corp), Asset Sale and Purchase Agreement (Angiotech Pharmaceuticals Inc), Asset Sale and Purchase Agreement (Angiotech Pharmaceuticals Inc)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 8 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Intercontinental Exchange, Inc.), Stock Purchase Agreement (Intercontinental Exchange, Inc.)

Proceedings at Closing. All proceedings to be taken and all any documents to be executed and delivered by all parties any of the Parties at the Closing shall be deemed to have been taken taken, executed and executed delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 7 contracts

Samples: Asset Purchase Agreement (CrossAmerica Partners LP), Real Estate Purchase and Sale Agreement, Stock Purchase Agreement

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 7 contracts

Samples: Purchase and Sale Agreement (Natural Resource Partners Lp), Agreement and Plan of Merger (Natural Resource Partners Lp), Agreement and Plan of Merger (Rex Energy Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents document executed or and delivered until all have been taken, executed and delivered.

Appears in 6 contracts

Samples: Asset Purchase Agreement, Purchase and Sale Agreement (Uni-Pixel), Asset Purchase Agreement (Linn Energy, LLC)

Proceedings at Closing. All proceedings to be taken and taken, all documents to be executed and delivered, and all payments to be made and consideration to be delivered by all parties at the Closing shall be deemed to have been taken taken, executed, delivered and executed made simultaneously, and and, except as provided hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 6 contracts

Samples: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp), Stock and Asset Purchase Agreement

Proceedings at Closing. All acts and proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no acts or proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Dana Corp), Equity and Asset Purchase Agreement (NewPage Holding CORP), Equity and Asset Purchase Agreement (Meadwestvaco Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Penn Octane Corp), Purchase and Sale Agreement (Rio Vista Energy Partners Lp), Purchase and Sale Agreement (Penn Octane Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall will be deemed to have been taken taken, executed and executed delivered simultaneously, and no proceedings shall will be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Encore Capital Group Inc), Securities Purchase Agreement (Encore Capital Group Inc), Securities Purchase Agreement (Pioneer Drilling Co)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted under this Agreement, no proceedings shall be deemed taken nor any documents document executed or and delivered until all have been taken, executed and delivered.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Maxwell Resources, Inc.), Asset Purchase Agreement (Exco Resources Inc)

Proceedings at Closing. All proceedings to be taken and all any documents to be executed and delivered by all any of the parties at the Closing shall be deemed to have been taken taken, executed and executed delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement LGP, Asset Purchase Agreement LGP (Lehigh Gas Partners LP)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Liquidity Services Inc), Purchase Agreement (Lady Luck Gaming Corp), Transfer and Purchase Agreement (Trenwick America Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 3 contracts

Samples: Asset Purchase Agreement (McGrath Rentcorp), Securities Purchase Agreement (Atlas America Inc), Securities Purchase Agreement (Resource America Inc)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties Parties at the Closing shall be deemed to have been taken taken, executed and executed delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 2 contracts

Samples: Equity Purchase Agreement (WONDER INTERNATIONAL EDUCATION & INVESTMENT GROUP Corp), Share Purchase Agreement (Carsunlimited Com Inc)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneouslysimultaneously as of the Effective Time, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 2 contracts

Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.), Asset Purchase Agreement (Vulcan Materials Co)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneouslyand delivered simultaneously at the Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at the Closing until all have been taken, executed and delivered.

Appears in 2 contracts

Samples: Transaction Agreement (Metlife Inc), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no proceedings proceeding shall be deemed taken taken, payment made, nor any documents executed or and delivered until all have been taken, executed made, executed, and delivered.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Circuit City Stores Inc), Purchase and Sale Agreement (Circuit City Stores Inc)

Proceedings at Closing. All acts and proceedings to be taken and all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no acts or proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.; provided, however, that, if the Closing occurs, the Closing, and the transactions contemplated by this Agreement to occur at the Closing, shall be deemed to occur as follows:

Appears in 2 contracts

Samples: Transaction Agreement (Atlas Energy, Inc.), Transaction Agreement (Atlas Pipeline Holdings, L.P.)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties the Parties at the a Closing shall will be deemed to have been taken taken, executed and executed delivered simultaneously, and no proceedings shall will be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (TerrAscend Corp.), Membership Interest Purchase Agreement

Proceedings at Closing. All proceedings to be taken take place and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have taken place and been taken executed and executed delivered simultaneously, and no proceedings proceeding shall be deemed to have taken place nor any documents document executed or delivered until all have taken place and been taken, executed and delivered.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Graco Inc), Stock Repurchase Agreement (Graco Inc)

Proceedings at Closing. All proceedings actions to be taken and all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Central European Distribution Corp)

Proceedings at Closing. 9.2.1. All proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Stock Purchase Agreement (Championship Auto Racing Teams Inc)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.. ARTICLE 3 POST-CLOSING ADJUSTMENT SECTION 3.1

Appears in 1 contract

Samples: Asset Purchase Agreement (Forterra, Inc.)

Proceedings at Closing. All proceedings to be taken and all any documents to be executed and delivered by all parties any of the Parties at the Closing shall be deemed to have been taken accepted and executed delivered simultaneously, and no . No proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed executed, and delivered.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fdctech, Inc.)

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Proceedings at Closing. All proceedings to be ---------------------- taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Solutia Inc)

Proceedings at Closing. All proceedings to be ---------------------- taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneouslysimultaneously as of the Effective Time, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Acquisition Agreement (FutureFuel Corp.)

Proceedings at Closing. All acts and proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no proceedings acts or proceed- ings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Dana Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Purchase, Sale and Servicing Transfer Agreement (Sears Roebuck & Co)

Proceedings at Closing. All Unless the context otherwise requires, all proceedings to be taken and all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Stock Purchase Agreement (KCG Holdings, Inc.)

Proceedings at Closing. All proceedings to be taken and ------------------------ all documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rio Vista Energy Partners Lp)

Proceedings at Closing. (a) All proceedings to be taken and all documents to be executed and delivered by all parties Parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morlex Inc /Co)

Proceedings at Closing. All proceedings actions to be taken and all documents to be executed and delivered by all the parties hereto at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings action shall be deemed taken nor or any documents executed or delivered until all actions and documents contemplated hereby have been taken, executed and delivered.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Wolseley PLC)

Proceedings at Closing. 9.2.1 All proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Stock Purchase Agreement (Championship Auto Racing Teams Inc)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing shall be deemed to have been taken and executed simultaneouslysimultaneously on the Closing, and and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivereddelivered on the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vulcan Materials CO)

Proceedings at Closing. All proceedings to be taken and all ---------------------- documents to be executed and delivered by all parties the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Penn Octane Corp)

Proceedings at Closing. All acts and proceedings to be taken and all documents to be executed and delivered by all the parties at the Closing or any Deferred Local Closing shall be deemed to have been taken and executed simultaneously, and and, except as permitted hereunder, no acts or proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Dana Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered, unless otherwise agreed in writing by the parties to this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Edge Petroleum Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivereddelivered unless otherwise agreed in writing by the parties to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edge Petroleum Corp)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties Parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Appears in 1 contract

Samples: Asset Purchase Agreement (PGT Innovations, Inc.)

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by all parties Parties at the Closing shall be deemed to have been taken taken, executed and executed delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.been

Appears in 1 contract

Samples: Securities Exchange Agreement (Billion Suntincen Holding LTD)

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