Actions at Closing Sample Clauses
The "Actions at Closing" clause outlines the specific steps and obligations that each party must fulfill at the closing of a transaction. This typically includes the delivery of documents, payment of funds, transfer of ownership, and any final approvals or consents required to complete the deal. By clearly detailing these actions, the clause ensures that all parties understand their responsibilities at the critical moment of closing, thereby reducing the risk of misunderstandings or incomplete transactions.
Actions at Closing. At the Closing, the following actions will take place:
(a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer.
(b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect.
(c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect.
(d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date.
(e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement.
(f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously.
(g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts.
(h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.
Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
(a) Suncoast shall deliver the following documents to ▇▇▇▇▇▇▇:
(1) A certificate signed by an authorized officer of Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date;
(2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast;
(3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; and
(b) ▇▇▇▇▇▇▇ shall deliver the following documents to Suncoast:
(1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date;
(2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇;
(3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.
Actions at Closing. At Closing, Buyer and Seller shall take the following actions, in addition to such other actions as may otherwise be required under this Agreement:
Actions at Closing. At the Closing, the following actions will take place:
(a) Buyer will pay to Seller the Purchase Price as described in Section 1.2 of this Agreement by delivery of (i) the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the Note.
(b) Seller will tender to the Company certificates and any other documents evidencing 100% of Seller’s ownership in ATI.
(c) ATI will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI as being valid and in full force and effect.
(d) Buyer will deliver to Seller copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer’s execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect.
(e) Each of ATI and the Company will deliver to the other party true and complete copies of each party’s Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party’s jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date.
(f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement.
(g) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect the sale, assignment, transfer and delivery of the ATI Stock to the Buyer.
Actions at Closing. At the Closing, sale, transfer, assignment, conveyance, delivery, license or sublicense of the Assets to Buyer will be effected by Seller pursuant to such good and sufficient instruments of conveyance, transfer and assignment as shall be necessary to transfer to Buyer good and valid title to the Assets.
Actions at Closing. At the closing of the transactions contemplated by this Agreement (the "Closing") on the date thereof (the "Closing Date"), (i) the Acquired Fund will deliver to the Acquiring Fund the various certificates and documents referred to in Article 6 below, (ii) the Acquiring Fund will deliver to the Acquired Fund the various certificates and documents referred to in Article 5 below, (iii) the Acquired Fund will file with the State Department of Assessments and Taxation of Maryland (the "Department") articles of merger (the "Articles of Merger") and make all other filings or recordings required by Maryland law in connection with the Merger.
Actions at Closing. At the Closing, the following actions shall occur:
(a) Seller shall deliver to Buyer, or to such Affiliate of Buyer as Buyer may designate, the following:
(i) a certificate by the President or appropriate Vice President of Seller, in the form attached as Exhibit 3.2(a)(i), that the warranties and representations of Seller set forth in Article 5 of this Agreement are true and correct as of the Closing;
(ii) opinion of Seller's General Counsel in the form attached as Exhibit 3.2(a)(ii) certifying that, to the best of counsel's knowledge, the representations and warranties set forth in Sections 5.1, 5.2, and 5.3 of this Agreement are true and correct as of the Closing;
(iii) a ▇▇▇▇ of sale for the Acquired Assets in the form attached as Exhibit 3.2(a)(iii);
(iv) assignments for the Contracts listed in Schedule 1.2(c);
(v) certified copies of any resolutions by the Executive Committee of the Seller's Board of Directors or other necessary corporate actions of Seller authorizing the execution and performance of this Agreement.
(vi) assignments for those trademarks included within Schedule 1.2(d) in the form attached as Exhibit 3.2(a)(vi);
(vii) such other documents as are in the reasonable opinion of counsel for Buyer and Seller necessary or desirable to transfer the Business to Buyer.
(b) Buyer shall deliver to Seller, or to such Affiliate of Seller as Seller may designate, the following:
(i) The Purchase Price in immediately available funds;
(ii) a certificate by the President or appropriate Vice President of Buyer, in the form attached as Exhibit 3.2(b)(ii), that the warranties and representations of Buyer set forth in Article 4 of this Agreement are true and correct as of the Closing;
(iii) opinion of counsel in the form attached as Exhibit 3.2(b)(iii) certifying that, to the best of counsel's knowledge, the representations and warranties set forth in Sections 4.1, 4.2, and 4.3 of this Agreement are true and correct as of the Closing; and
(iv) a certificate of Secretary certifying that the execution and performance of this Agreement was duly authorized at a meeting of Buyer's Board of Directors substantially in the form of Exhibit 3.2(b)(iv);
(v) the Assumption Agreement, substantially in the form of Exhibit 3.2(b)(v), by which Buyer accepts responsibility for the Assumed Obligations; and
(vi) such other documents as are in the reasonable opinion of counsel for Buyer and Seller necessary or desirable to transfer the Business to Buyer.
Actions at Closing. At the Closing, the parties shall deliver and accept the documents and instruments and take all other action required of them pursuant to this Agreement.
Actions at Closing. At the Closing:
(a) KCS shall cause KARA Sub to deliver to MM the Stock Purchase Price, including the KARA Sub Note, duly executed and in proper form to evidence the indebtedness of KCS Sub represented thereby and MM shall, and TMM shall cause MM to, deliver to KARA Sub the stock certificates for the GTFM Shares duly endorsed in favor of KARA Sub in proper form to transfer ownership to KARA Sub of such shares free and clear of any and all Encumbrances.
(b) MM shall, and TMM shall cause MM to, deliver to KARA Sub the KARA Sub Note, duly endorsed for transfer to KARA Sub free and clear of any and all Encumbrances, other than Encumbrances arising solely by operation of law, and KCS shall cause KARA Sub to issue and deliver to MM the KARA Sub Common Stock.
(c) KCS and KARA Sub shall file the Certificate of Merger with the Secretary of State of Delaware to effect the Merger.
(d) The Parties shall deliver and receive, respectively, the opinions of counsel referred to in Section 8.2(f) and 8.3(e) and the officers' certificates referred to in Section 8.2(c) and 8.3(c).
(e) KCS and Consultant shall execute and deliver the Consulting Agreement, which shall become effective on the first business day following the Closing Date.
(f) KCS and TMM shall execute and deliver the Marketing and Services Agreement. KCS, TMM and the other parties thereto shall execute and deliver the Stockholders' Agreement and the Registration Rights Agreement.
(g) TMM and KCS shall execute and deliver an agreement by which TMM assigns its rights, and KCS assumes TMM's obligations, to purchase TFM stock pursuant to the Put Agreement and indemnifying TMM from KCS's non-performance of such obligations, such agreement to be substantially in the form of Exhibit C hereto.
(h) To the extent in the possession of TMM or MM, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM all files and books of account, including business, financial and tax records, of GTFM, including, without limitation, minute books, stock record books, the Concession Agreement and supporting exhibits and records relating thereto and work papers. In addition, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM or KCS such other documents, resolutions, appointments, powers of attorney and instruments of transfer necessary or appropriate to implement this Agreement and effect the transactions contemplated hereby and by the Ancillary Agreements, in each case as KCS may reasonably request and in form and substance r...
Actions at Closing. Buyer shall have taken all actions required of it pursuant to SECTION 3.3 of this Agreement.