CLOSING, CLOSING CONDITIONS AND CLOSING PAYMENTS Clause Samples

The "Closing, Closing Conditions and Closing Payments" clause defines the procedures and requirements that must be satisfied for the formal completion of a transaction, typically in the context of mergers, acquisitions, or asset sales. It outlines the specific conditions that each party must fulfill before the closing can occur, such as regulatory approvals, delivery of documents, or payment of the purchase price. This clause also details the timing and method of final payments to be made at closing. Its core function is to ensure that all necessary steps are completed and obligations are met before ownership or control is transferred, thereby reducing the risk of disputes and providing a clear roadmap for finalizing the deal.
CLOSING, CLOSING CONDITIONS AND CLOSING PAYMENTS. 2.1 The Closing. Unless this Agreement is validly terminated pursuant to Section 7.1, Parent, Merger Sub and the Company shall consummate the Merger at a closing (the “Closing”) within three (3) Business Days following satisfaction or waiver (if permissible hereunder) of the conditions set forth in Section 2.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver (if permissible hereunder) of those conditions at the Closing). The Closing shall take place by exchange of electronic deliveries and signatures, unless another place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing occurs hereunder shall be referred to herein as the “Closing Date.”
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CLOSING, CLOSING CONDITIONS AND CLOSING PAYMENTS. 11 2.1 The Closing 11 2.2 Closing Conditions 11 2.3 Payment of Merger Consideration 15 2.4 Withholding 19 2.5 Tax Consequences 19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 19 3.1 Organization, Good Standing, Power and Subsidiaries 20 3.2 Authority and Enforceability 20 3.3 Restrictions on Business Activities 22 3.4 Compliance with Laws; Governmental Permits 22 3.5 Company Capital Structure 22 3.6 Company Financial Statements; No Undisclosed Liabilities; Absence of Changes 25 3.7 Tax Matters 27 3.8 Title to, Condition and Sufficiency of Assets 31 3.9 Intellectual Property 31 3.10 Material Contracts 41 3.11 Employee Benefit Plans and Employee Matters 43 3.12 Foreign Corrupt Practices 47 3.13 Litigation 48 3.14 Insurance 48 3.15 Environmental, Health and Safety Matters 48 3.16 Customers and Suppliers 48 3.17 Interested Party Transactions 49
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CLOSING, CLOSING CONDITIONS AND CLOSING PAYMENTS. 11 2.1. The Closing. 11 2.2. Closing Conditions. 11 2.3. Payment of Merger Consideration. 15 2.4. Withholding. 19 2.5. Tax Consequences. 19
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CLOSING, CLOSING CONDITIONS AND CLOSING PAYMENTS. 8 2.1 The Closing 9 2.2 Closing Conditions. 9 2.3 Payment of Acquisition Consideration. 12
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CLOSING, CLOSING CONDITIONS AND CLOSING PAYMENTS 
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Related to CLOSING, CLOSING CONDITIONS AND CLOSING PAYMENTS

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.