Certain Closing Deliveries Clause Samples
The 'Certain Closing Deliveries' clause outlines specific documents, items, or actions that must be provided or completed by one or both parties at the closing of a transaction. This may include delivering executed agreements, certificates, consents, or other materials necessary to finalize the deal. By clearly listing these requirements, the clause ensures that all essential conditions are met before the transaction is officially completed, thereby reducing the risk of misunderstandings or incomplete closings.
Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco shall deliver to the Company:
(i) a copy of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent;
(ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent;
(iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco;
(iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco;
(v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco;
(vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco;
(vii) a copy of the ▇▇▇▇▇▇▇▇ Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “▇▇▇▇▇▇▇▇ Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor;
(viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco;
(ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and
(x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor.
(b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco:
(i) a copy of the Escrow Agreement, duly executed by the Company...
Certain Closing Deliveries. At the Closing:
(a) Each of the Purchaser and the Seller shall deliver, or shall cause to be delivered, to the other party, each Ancillary Agreement to which it or any of its Affiliates is a party, duly executed.
(b) The Seller shall deliver to the Purchaser and/or its designated Subsidiaries the following items, each in form and substance reasonably satisfactory to the Purchaser:
(i) a duly executed, reasonably customary ▇▇▇▇ of sale;
(ii) duly executed, reasonably customary assignment and assumption agreements (subject to the limitations set forth in Section 2.5(b) and the receipt of the applicable Landlord Consents and including a separate assignment and assumption agreement for each Transferred Real Property Lease) and duly executed assignments of the U.S. and Canadian trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. and Canadian trademark office, and general assignments of all other Purchased Intellectual Property;
(iii) as applicable, a certificate from each entity selling assets pursuant to this Agreement, duly executed by such entity, that such entity is not a “foreign person” within the meaning of Section 1445 of the Code;
(iv) duly executed Subleases with respect to the Subleased Real Property Leases, subject to Section 7.19(b) and Section 7.19(c) and the receipt of the applicable Landlord Consents; and
(v) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and its Subsidiaries or as Purchaser may reasonably request.
(c) The Purchaser shall deliver to the Seller, each in form and substance reasonably satisfactory to the Seller:
(i) a duly executed, reasonably customary assignment and assumption agreement, subject to the limitations set forth in Section 2.5(b) and, to the extent necessary, the receipt of the applicable Landlord Consents and including a separate assignment and assumption agreement for each Transferred Real Property Lease); and
(ii) duly executed Subleases with respect to the Subleased Real Property Leases, subject to Section 7.19(b) and Section 7.19(c) and the receipt of the applicable Landlord Consents.
Certain Closing Deliveries. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) a duly executed and properly completed IRS Form W-9 by Seller;
(ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller;
(iii) written resignations, dated as of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer;
(iv) an amendment, in the form attached hereto as Exhibit A, to that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”);
(v) from and in respect of each of Seller and the Acquired Entity, a certificate, dated as of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity under this Agreement;
(vi) from and in respect of each of Seller and the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the Entity’s jurisdiction of incorporation;
(vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2);
(viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B;
(ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix);
(x) the Transition Services Agreement, duly executed by Guarantor; and
(xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common Stock.
(b) A...
Certain Closing Deliveries. In connection with the Closing, each of Parent, Company and the Shareholders agrees to execute and deliver to each other party the following:
(a) Company and ▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed and delivered to the other an Employment Agreement, which shall be in the form of EXHIBIT B.
(b) Parent and each of the Shareholders shall have executed and delivered to the other a Noncompetition Agreement, which shall be in the form of EXHIBIT C.
(c) Parent and each of the Shareholders shall have executed and delivered to the other a Registration Rights Agreement, which shall be in the form of EXHIBIT D.
Certain Closing Deliveries. Sellers shall have received from Buyer any other documents required to be delivered by Buyer to Sellers pursuant to the provisions of this Agreement or the Transaction Documents, including, without limitation, the Transitional Services Agreement.
Certain Closing Deliveries. KalVista shall have delivered or caused to be delivered to Merck:
Certain Closing Deliveries. Seller shall have received each of the items set forth in Section 2.4(c).
Certain Closing Deliveries. Subject to the closing of the -------------------------- transactions contemplated herein, and the execution and delivery of such other documents and agreements, and satisfaction of such other conditions, as the Company may require:
Certain Closing Deliveries. Merck shall have delivered or caused to be delivered to KalVista:
(i) the Escrow Agreement, duly executed by Merck;
(ii) the ▇▇▇▇ of Sale, duly executed by Merck;
(iii) the Intellectual Property Assignments, duly executed by Merck;
(iv) any other Transfer Documents in form and substance reasonably satisfactory to the Parties and duly executed by Merck; and
(v) a certificate, dated the Closing Date and signed by a duly authorized officer of Merck, that certifies that each of the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied. 7 Note to Draft: [***]
Certain Closing Deliveries. (a) At the Closing, the Company shall deliver to Exeter Capital one or more stock certificates representing the Shares, each such certificate to be registered in the name of Exeter Capital.
(b) At the Closing, the Company shall deliver to Exeter Capital an executed copy of the Registration Rights Agreement.