Closing Closing Conditions Closing Deliveries Sample Clauses

The "Closing; Closing Conditions; Closing Deliveries" clause defines the requirements and procedures 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 obtaining regulatory approvals, delivering necessary documents, or making required payments. Additionally, it details the items or actions that must be exchanged or performed at the closing meeting itself. This clause ensures that all parties are clear on their obligations and that the transaction only finalizes once all agreed-upon prerequisites are met, thereby reducing the risk of disputes or incomplete transfers.
Closing Closing Conditions Closing Deliveries. 11 Section 2.1 Time and Place of Closing 11 Section 2.2 Conditions to Closing Obligations of the Company 12 Section 2.3 Conditions to Closing Obligations of Purchaser 12 Section 2.4 Closing Deliveries of the Company 15 Section 2.5 Closing Deliveries of Purchaser 16 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 17 Section 3.1 Organization/Governing Documents 17 Section 3.2 Power and Authority 17 Section 3.3 Subsidiaries 18 Section 3.4 Enforceability 18 Section 3.5 Consents 18 Section 3.6 No Conflicts 18 Section 3.7 Financial Statements 19 Section 3.8 Undisclosed Liabilities 20 Section 3.9 Title to Assets 20 Section 3.10 Condition of Assets/Tangible Assets 20 Table of Contents (continued) Page Section 3.11 Inventory 21 Section 3.12 Receivables 21 Section 3.13 Product Liability/Warranty 21 Section 3.14 Insurance 21 Section 3.15 Permits 21 Section 3.16 Conduct of Business 22 Section 3.17 Contracts 22 Section 3.18 Employees 23 Section 3.19 Employee Benefits 24 Section 3.20 Real Estate 25 Section 3.21 Seller Intellectual Property 26 Section 3.22 Taxes 29 Section 3.23 Litigation 30 Section 3.24 Compliance with Laws 30 Section 3.25 Business Continuity 31 Section 3.26 Certain Business Practices 31 Section 3.27 Brokers 31 Section 3.28 Complete Disclosure 31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 31 Section 4.1 Organization 31 Section 4.2 Power and Authority 31 Section 4.3 Enforceability 32 Section 4.4 Consents 32 Section 4.5 No Conflicts 32 Section 4.6 Financing 32 ARTICLE V PRE-CLOSING COVENANTS 32 Section 5.1 Further Actions 32 Section 5.2 Operation of the Business 33 Section 5.3 Negative Covenants 34 Section 5.4 Access Rights 35 Section 5.5 Notifications; Disclosure Updates 36 Table of Contents (continued) Page Section 5.6 Intentionally Omitted 37 Section 5.7 Bulk Sales Laws 37 Section 5.8 Competing Transaction 37 Section 5.9 Employee Matters 38 Section 5.10 Bankruptcy and Insolvency Matters 40 ARTICLE VI TERMINATION 41 Section 6.1 Termination Events 41 Section 6.2 Effect of Termination 43 Section 6.3 Break-Up Fee; Expense Reimbursement 43
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Closing Closing Conditions Closing Deliveries. 11 EXECUTION VERSION EXECUTION VERSION
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Closing Closing Conditions Closing Deliveries 
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Related to Closing Closing Conditions Closing Deliveries

  • 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.

  • 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:

  • Seller’s Closing Deliveries Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill ▇▇ Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jame▇ ▇. ▇▇▇▇, ▇▇., ▇▇q., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following: