Transactions to be Effected at the Closing Clause Samples

Transactions to be Effected at the Closing. At the Closing: (a) Seller shall deliver or cause to be delivered (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) all such other certificates and documents required to be delivered to Purchaser at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale d...

Transactions to be Effected at the Closing. At the Closing: (a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and (b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Sellers: (A) the Closing Date Payment, by wire transfer of immediately available funds to the accounts designated in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and (B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (ii) pay, on behalf of the Company or the Sellers, the following amounts: (A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and (B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate. (b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. At the Closing: (a) the ▇▇▇▇▇▇▇▇ Seller shall deliver to Purchaser certificates representing the ▇▇▇▇▇▇▇▇ Seller Interest, duly endorsed to Purchaser or accompanied by membership interest powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the certificates delivered to Purchaser by the ▇▇▇▇▇▇▇▇ Seller, which represents 20% of the membership interests of the LLC outstanding as of the Closing Date. (b) the ▇▇▇▇▇▇ Seller shall deliver to Purchaser certificates representing the ▇▇▇▇▇▇ Seller Interest, duly endorsed to Purchaser or accompanied by membership interest powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the certificates delivered to Purchaser by the ▇▇▇▇▇▇ Seller, which represents 20% of the membership interests of the LLC outstanding as of the Closing Date. (c) the ▇▇▇▇▇▇ Seller shall deliver to Purchaser certificates representing the ▇▇▇▇▇▇ Seller Interest, duly endorsed to Purchaser or accompanied by membership interest powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the certificates delivered to Purchaser by the ▇▇▇▇▇▇ Seller, which represents 20% of the membership interests of the LLC outstanding as of the Closing Date. (d) Purchaser shall deliver to the ▇▇▇▇▇▇▇▇ Seller: (i) the Closing Date Cash Purchase Price for the ▇▇▇▇▇▇▇▇ Seller, and (ii) a certificate representing the Closing Date Purchaser Stock for the ▇▇▇▇▇▇▇▇ Seller issued to the ▇▇▇▇▇▇▇▇ Seller. (e) Purchaser shall deliver to the ▇▇▇▇▇▇ Seller: (i) the Closing Date Cash Purchase Price for the ▇▇▇▇▇▇ Seller, and (ii) a certificate representing the Closing Date Purchaser Stock for the ▇▇▇▇▇▇ Seller issued to the ▇▇▇▇▇▇ Seller. (f) Purchaser shall deliver to the ▇▇▇▇▇▇ Seller: (i) the Closing Date Cash Purchase Price for the ▇▇▇▇▇▇ Seller, and (ii) a certificate representing the Closing Date Purchaser Stock for the ▇▇▇▇▇▇ Seller issued to the ▇▇▇▇▇▇ Seller. (g) Purchaser shall: (i) deliver by wire transfer to the applicable bank account(s) designated in writing by the LLC any other Indebtedness of the LLC, if any, if such amounts are not paid off prior to the Closing Date, if applicable and (ii) deliver payment to the applicable accounts designated therefore of all Transaction Expenses. (h) If there are...

Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement: (a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror: (i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date; (ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter; (iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing; (iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied; (v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable; (vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing; (vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo; (viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii); (ix) a Spousal Consent from each Seller Guarantor duly execute...

Transactions to be Effected at the Closing. (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following: (i) share certificates representing the Shares, or an indemnity (in the agreed form) for any lost share certificates representing the Shares, together with a stock transfer form in respect of the Shares, duly executed by the registered holder of the Shares in favor of Purchaser; (ii) the unsigned and invalid share certificate relating to the issued and allotted shares in the share capital of the Company Subsidiary; (iii) an irrevocable power of attorney (in the agreed form) executed by ▇▇▇▇▇▇ in respect of the Shares in favor of Purchaser to enable Purchaser (pending registration of the relevant transfer) to exercise all voting and other rights attaching to the Shares and to appoint proxies for this purpose; (iv) a copy of a duly executed letter of resignation, effective as of the Closing Date, of the auditors of the Company and the Company Subsidiary; (v) the register of directors and secretary, register of members and register of charges (duly written up to, but not including, Closing) and any common seals of the Company and Company Subsidiary, such delivery to be made by being placed at The Green House, ▇▇▇▇▇▇▇▇▇ Road, Ryde, Isle of Wight, United Kingdom PO33 1BD; (vi) a duly completed form MR04 relating to the charge created by the mortgage dated 22 June 2006 between the Company and Lloyds TSB Bank plc; (vii) copies of duly executed resignations (in the agreed form) from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Resigning Directors") resigning from their position as director of the Company or the Company Subsidiary effective as of the Closing Date (but not from employment); (viii) copies of any existing bank mandates in the name of the Company or the Company Subsidiary; (ix) a copy of a counterpart of a release, in the agreed form, duly executed by or on behalf of Seller, the Company, the Company Subsidiary and each other affiliate of Seller party thereto inter alia releasing (i) each of the Company and the Company Subsidiary (as applicable) from any liability whatsoever (whether actual or contingent) which may be owing to Seller or any such affiliates by the Company or the Company Subsidiary, and (ii) Seller and each of its affiliates from any liability whatsoever (whether actual or contingent) which may be owing to the Company or the Company Subsidiary by Seller or any of its affiliates, in each case other than in respect of any liability arisin...

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller: (i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing Date; and (ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) an assignment of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”), duly executed by Seller; and (ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will (i) pay to each of the Sellers his or her pro portion of the Cash Portion of the Purchase Price, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by each Seller, (ii) issue to each Seller a certificate or certificates representing the number of Buyer Shares set forth for such Seller on Exhibit A, duly endorsed or accompanied by stock powers duly endorsed in blank, (iii) issue to each of the Sellers his or her pro rata portion of the Seller Notes representing the principal amount of Seller Note set forth for such Seller on Exhibit A, and (iv) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 8.2 of this Agreement. (b) At the Closing, each Seller will deliver to the Buyer (i) a certificate or certificates representing his or her Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) all other documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to Section 8.1 of this Agreement.

Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall: (i) deliver to Seller: (A) a duly executed and authenticated certificate or certificates representing the DSS Common Shares, free and clear of all Encumbrances, registered in the name of the Seller; (B) a duly executed and authenticated certificate or certificates representing the DSS Preferred Shares, free and clear of all Encumbrances, registered in the name of the Seller; and (C) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement. (b) At the Closing, Seller shall deliver to Buyer: (i) stock certificates evidencing the Impact Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and (ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.