Closing Deliverables Clause Samples
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Closing Deliverables. On the Closing Date, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others (“Closing”):
(a) Each Seller or such Seller’s Affiliates, as applicable, and Purchaser shall duly execute and deliver the transfers, assignments and bills of sale on the forms which are attached as Exhibits 2A and 2B, the BOEM Designation of Operator, designations of applicant for Oil Spill Financial Responsibility purposes, BOEM assignment of record title and operating rights forms, and other documentation necessary to transfer ownership and operatorship of the Oil & Gas Interests to the Purchaser, in each case, in sufficient duplicate originals to permit recording in all appropriate jurisdictions and offices, and, without limiting the foregoing, Shell shall cause its Affiliate, Shell Pipeline Company LP, to execute and deliver the assignment of the right of way described in Exhibit 1 for the Pipelines in the form attached as Exhibit 2B.
(b) Purchaser shall provide the Decommissioning Security. The BOEM Bonds must be fully executed by BOEM to be valid and to be counted as Decommissioning Security.
(c) Purchaser shall furnish to each Seller its qualification card in relation to existing BOEM bonding requirements and collateral report.
(d) Purchaser shall pay by wire transfer in immediately available funds to the each of the Sellers’ Accounts separately, or to the extent that the downward Adjustment resulting from the application of Section 6.1 exceeds the Purchase Price, each Seller shall pay to the Purchaser Account, such amount as is due to or by that Seller, as applicable, in accordance with the Preliminary Accounting Statement, exclusive of any bank or wire charges.
(e) Purchaser shall procure that the ultimate parent company of Purchaser as of the Closing Date executes and delivers to each of the Sellers a Parent Company Guarantee in the form attached as Exhibit 9.
(f) Such of the Parties as are listed on the consents in Exhibit 8A to 8E shall execute and deliver such consent in a form substantially similar to that in Exhibit 8A to 8E.
(g) Each Seller shall execute and deliver the Non-Foreign Affidavit in the form attached hereto as Exhibit 6.
(h) Purchaser and each Seller shall execute any other forms and declarations which are reasonably necessary to convey each Seller’s owner...
Closing Deliverables. At the Closing,
(a) Orchid Asia shall deliver or cause to be delivered to the Company:
(i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and
(ii) the Shareholders Agreement, duly executed by Orchid Asia.
(b) the Company shall deliver or cause to be delivered to Orchid Asia:
(i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia;
(ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares;
(iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto;
(iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6;
(v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and
(vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.
Closing Deliverables. Purchaser shall have delivered or caused to be delivered to Seller each of the documents required to be delivered by Purchaser pursuant to Section 2.08(b).
Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following:
(i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing;
(ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied;
(iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;
(v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;
(vi) the Consideration Spreadsheet contemplated in Section 2.6;
(vii) the FIRPTA Statement; and
(viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following:
(i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;
(ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;
Closing Deliverables. The Company shall deliver or cause to be delivered to the Purchaser all items listed in Section 2.3(a).
Closing Deliverables. Buyer shall have delivered (or be ready, willing and able to deliver at Closing) to Seller the documents and other items required to be delivered by Buyer under Section 9.3.
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions of outside counsel to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement, (b) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto, and (c) a copy of the irrevocable instructions to the Company’s transfer agent regarding the issuance to the Investor or its designee of the certificate(s) or book-entry statement(s) representing the Commitment Shares pursuant to and in accordance with Section 10.1(ii) hereof.
Closing Deliverables. Purchaser shall have delivered or caused to be delivered to Sellers the items set forth in Section 2.2(c).
Closing Deliverables. (a) At the Closing, the Selling Parties shall deliver to Buyer the following:
(i) a ▇▇▇▇ of sale and assignment in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”) and duly executed by Seller, transferring the Tangible Personal Property included in the Purchased Assets to Buyer and effecting the assignment to Buyer of the other Purchased Assets;
(ii) the Escrow Agreement duly executed by each of the Selling Parties or the Selling Party Representative designated in writing by the Selling Parties;
(iii) an assignment, assumption and satisfaction agreement with respect to the CM License in the form attached hereto as Exhibit D (the “CM License Assignment”), duly executed by Seller and CM;
(iv) a consulting agreement between Buyer, on behalf of itself and its wholly owned subsidiaries, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, PhD, in the form attached hereto as Exhibit F (the “▇▇▇▇▇▇ Consulting Agreement”), duly executed by ▇▇. ▇▇▇▇▇▇;
(v) a certificate of the Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors (or equivalent) and the Members which authorize the execution, delivery and performance of this Agreement, the ▇▇▇▇ of Sale, the CM License Assignment, the ▇▇▇▇▇▇ Consulting Agreement, and the other agreements, instruments and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents;
(vi) evidence satisfactory to Buyer in its sole discretion that any and all loans payable by Seller to any Member have been fully satisfied; and
(vii) such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to the transactions contemplated by this Agreement.
(b) At the Closing, Buyer shall deliver to the Selling Parties the following:
(i) certificate(s) representing the Transaction Shares or, if Buyer so elects, evidence reasonably satisfactory to Seller (or CM, as the case may be) that such Transaction Shares have been registered in book-entry form on the share register of the Company, provided that fifty percent (50%) of the Transaction Shares (the “Escrow Shares”) shall be held by the Escrow Agent pursuant to the Escrow Agreement to satisfy ...
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the Company, dated as of the Closing Date, in the form of Exhibit B hereto.