Closing Deliveries of the Parties Sample Clauses
The "Closing Deliveries of the Parties" clause outlines the specific documents, items, or actions that each party must provide or complete at the closing of a transaction. Typically, this includes the exchange of executed agreements, transfer of funds, delivery of certificates, or other required materials necessary to finalize the deal. By clearly listing these obligations, the clause ensures that all parties fulfill their responsibilities at closing, thereby facilitating a smooth and enforceable completion of the transaction.
Closing Deliveries of the Parties. At or prior to the Closing:
(a) Purchaser and the Seller (or the applicable member of Seller Group) shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement;
(b) Purchaser and the Seller shall execute and deliver the Transition Services Agreement;
(c) Purchaser and the relevant Seller Group Members shall execute and deliver the Trademark Assignment Agreement;
(d) Purchaser (or one or more Affiliates of Purchaser) and the Seller (or one or more of the applicable members of Seller Group) shall execute and deliver any Local Transfer Agreements required pursuant to Section 2.16;
(e) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of Purchaser as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b);
(ii) payment of the Estimated Purchase Price minus (x) the Deposit Escrow Amount, which shall be released to Seller by the Escrow Agent pursuant to Section 2.9(c), plus (y) the QOE Adjustment Amount (which may be a negative number) by irrevocable wire transfer of immediately available funds in accordance with payment instructions delivered by Seller, to Purchaser prior to the Closing; and
(iii) deposit of the Adjustment Escrow Amount into the Adjustment Escrow Account by wire transfer of immediately available funds in accordance with the Escrow Agreement, which shall be the sole source of funds to make the applicable payment (if any) to Purchaser in accordance with Section 2.11(d)(ii).
(f) the Seller shall deliver, or cause to be delivered, to Purchaser each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b);
(ii) a properly completed IRS Form W-9, ▇▇▇▇ completed and executed; and
(iii) a copy of the Sale Order as entered by the Bankruptcy Court.
Closing Deliveries of the Parties. 9.1 At Closing the Seller shall deliver to the Buyer the following:
(a) The deed required by this Agreement describing the Property according to an accurate metes and bounds description prepared by the Buyer’s surveyor, subject to the approval of Seller’s attorney, which approval shall not be unreasonably withheld nor unduly delayed. The deed shall be the usual Bargain and Sale Deed, with Covenants Against Grantor’s Acts, in proper statutory short form for recording and shall be duly executed and acknowledged so as to convey to the Buyer the fee simple title to the Property required hereby, free of all liens, rights, claims and encumbrances, except as otherwise provided in this Agreement. The deed shall be accompanied by such forms (including an affidavit of consideration and seller’s residency certification/exemption) as are required to be filed with the deed in order for the deed to be recorded, all duly executed by the Seller.
(b) An Affidavit of Title in standard form and with such content as shall be approved by Buyer’s counsel and Buyer’s Title Insurance Company, which approval shall not be unreasonably withheld or unduly delayed.
(c) A certificate as to the continued accuracy of the representations, warranties and covenants provided in this Agreement as of the date of Closing executed by Seller’s Manager or a duly authorized signatory.
(d) A duly adopted Resolution or Consent in Lieu of Meeting of the Members of Seller authorizing the entry into the within Agreement and the execution and delivery of all documents necessary to effectuate the transactions contemplated hereby by the Manager of the Seller.
(e) A Non-Foreign Person Certification in conformity with Section 1445 of the Internal Revenue Code of 1986, as amended.
(f) Copies of real estate tax bills for the current year in the possession of Seller.
(g) A duly executed and acknowledged estoppel certificate from Tenant in the form set forth on Schedule B, executed and dated not more than thirty (30) calendar days prior to the date of Closing.
(h) A duly executed and acknowledged instrument in the form of Schedule C annexed hereto providing for, inter alia, the assignment by Seller of the landlord’s interest in the Lease and the assumption by Buyer of the landlord’s obligations under the Lease which remain in effect from and after the Closing.
(i) The original Letter of Credit with transfer documentation in the issuing bank’s standard form of such transfer documentation, duly executed by Seller ...
Closing Deliveries of the Parties. Seller Parties, Buyer and the Company, as applicable, shall execute and deliver the following documents:
3.2.3.1. A consulting agreement, by and between the Company and Mr. David Lucatz (Parent CEO) (or any company controlled by him) in the form attached hereto as Exhibit 3.2.3.1, effective immediately after the Closing; and
3.2.3.2. any other instruments, documents and certificates that are required to be delivered pursuant to this Agreement or as may be reasonably requested by any Party in order to consummate the transactions contemplated hereby.
Closing Deliveries of the Parties. 38 6.1 Closing Deliveries of the Company and the Sellers........................38 6.2 Closing Deliveries of the Buyer..........................................40
Closing Deliveries of the Parties. At or prior to the Closing:
(a) Purchaser shall deliver the payments and amounts as set forth in Section 2.4 below;
(b) Seller shall deliver to Purchaser:
(i) all stock certificates representing the Shares, duly endorsed in blank (or accompanied by duly executed stock powers);
(ii) a certificate, signed under penalties of perjury and substantially in the form set forth in the Treasury Regulations promulgated under Section 1445 of the Code, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code;
(iii) resignations of all directors of the Companies and their Subsidiaries and the officers of the Companies specified by Purchaser in writing prior to Closing;
(iv) executed payoff letters, releases, discharges or other similar instruments (“Payoff Letters”) providing for the repayment in full the Indebtedness of the Companies and their Subsidiaries set forth on Schedule 2.4(c), the release of all Liens granted with respect thereto, together with all instruments, documents, termination statements, UCC financing statements and discharges of registrations pursuant to the UCC relating thereto, and delivery to the Companies of all assets of the Companies and their Subsidiaries held as collateral by the Persons to which such Indebtedness is owed (including original title documents);
(v) the Officer Certificate, executed by an executive officer of the Seller;
(vi) proof of “tail coverage” for the Companies’ errors & omissions, directors’ and officers’ liability, and employment practices liability policies;
(vii) termination and release agreements in connection with the employment of T▇▇▇▇ ▇▇▇▇▇ and A▇▇▇ ▇▇▇▇▇▇▇; and
(viii) evidence of termination of the agreements set forth on Schedule 2.3(b)(x).
Closing Deliveries of the Parties. At or prior to the Closing:
(a) Purchaser and the Seller shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement;
(b) Purchaser and Seller shall execute and deliver, each in a form reasonably acceptable to Purchaser and Seller,
(i) the Patent Assignment Agreement;
(ii) the CNS, also executed by Future Solution Investments LLC; and
(iii) the Assignment and Assumption Agreement.
(c) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of ▇▇▇▇▇▇▇▇▇ as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); and
(ii) payment of the closing payments set forth in Section 2.9.
(d) the Seller shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following:
(i) all right, title and interest in and to the Transferred Assets;
(ii) a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b);
(iii) certificates, dated as of the Closing Date, of the Seller’s non-foreign status, in accordance with Treasury Regulation § 1.1445-2(b); and
(iv) an IRS Form W-9 with respect to the Seller, ▇▇▇▇ completed and executed.
Closing Deliveries of the Parties at Closing ---------------------------------------------
Closing Deliveries of the Parties. On the Closing Date (except as otherwise indicated):
(a) Purchaser and the Seller shall execute and deliver the Bill of Sale and Assignment and Assumption Agreement;
(b) Purchaser and the Seller shall execute and deliver the Intellectual Property Assignment Agreement;
(c) Purchaser and the Seller shall transmit Purchaser’s FDA Transfer Letter and the Seller’s FDA Transfer Letters, respectively, to the FDA and shall take any other actions reasonably necessary to effect the transfer of the Lambda IND from the Seller to Purchaser;
(d) Purchaser shall deliver, or cause to be delivered, to the Seller or the applicable Person each of the following:
(i) a certificate, dated as of the Closing Date, executed by or on behalf of ▇▇▇▇▇▇▇▇▇ as to the satisfaction of the conditions set forth in Section 8.3(a) and Section 8.3(b); and
(ii) payment of the closing payments set forth in Section 2.9;
(e) the Seller shall deliver, or cause to be delivered, to Purchaser or the applicable Person an IRS Form W-9 with respect to the Seller, duly completed and executed; and
(f) the Seller shall deliver, or cause to be delivered, to the Seller or the applicable Person a certificate, dated as of the Closing Date, executed by or on behalf of the Seller as to the satisfaction of the conditions set forth in Section 8.2(a) and Section 8.2(b).
(g) The “Closing” as defined in that certain Lonafarnib Asset Purchase Agreement, dated the date hereof, by and between the Seller and Purchaser takes place on the Closing Date of this Agreement.
Closing Deliveries of the Parties. At the Closing:
(a) Purchaser, Representative and the Escrow Agent shall execute and deliver the Escrow Agreement;
(b) Purchaser shall deliver to the Company each of the following:
(i) a certificate executed by or on behalf of Purchaser and Merger Sub as to the satisfaction of the conditions set forth in Sections 9.3(a) and 9.3(b);
(ii) the Escrow Agreement, duly executed by Purchaser; and
(iii) evidence of the procurement of the D&O Tail Insurance.
(c) the Company shall deliver (or cause to be delivered) to Purchaser each of the following:
(i) a certificate executed by or on behalf of the Company as to the satisfaction of the conditions set forth in Sections 9.2(a), and 9.2(c);
(ii) (A) a certification, signed under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation §1.897-2(h) and (B) proof that the Company has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulation §1.897-2(h);
(iii) the Escrow Agreement, duly executed by the Company and the Representative;
(iv) a final invoice from each of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇.▇. ▇▇▇▇▇▇ Securities LLC and any other party who will be owed more than $100,000 as a result of clause (a), (b) or (e) of the definition of Seller Expenses confirming the amount required to be paid to each such Person for services rendered in connection with the transactions contemplated by this Agreement;
(v) the Certificate of Merger, duly executed by the Company;
(vi) evidence of the termination of the Advisory Services and Monitoring Agreement;
(vii) the Payoff Letters;
(viii) a certificate of good standing for the Company and BioReliance Corporation, a Delaware corporation, dated within five (5) Business Days of the Closing Date, issued by the Secretary of State of the State of Delaware;
(ix) a copy, certified by the Secretary of the Company to be true, complete and correct as of the Closing Date, of resolutions of the shareholders and board of directors of the Company, authorizing and approving the transactions contemplated hereby; and
(x) properly executed resolutions terminating The BioReliance 401(k) Plan and further documentation from the The BioReliance 401(k) Plan administrator that the The BioReliance 401(k) Plan has been duly terminated.
Closing Deliveries of the Parties. At the Closing:
(a) the Parties shall execute and deliver to Alcatel: (i) a joint request to the United States District Court for the Southern District of New York to suspend the Confirmation Proceeding, in the form of Exhibit 2.2(a)(1), and (ii) the “Consent Judgment” in the form of Exhibit 2.2(a)(2), which Alcatel shall file if required pursuant to Section 7.1 below, with the United States District Court for the Southern District of New York in order to award the Deferred Payment to Alcatel as the final judgment in the Confirmation Proceeding;
(b) the Parties shall execute and deliver to Alcatel: (i) a joint request to the ICC to suspend the ICC Arbitration, in the form of Exhibit 2.2(b)(1), which Alcatel shall file promptly with the ICC, and (ii) the letter attached as Exhibit 2.2(b)(2) (the “ICC Termination Letter”) which Alcatel shall file (if required pursuant to Section 7.1 below) requesting the ICC to terminate the ICC Arbitration and return to Alcatel and the Loral Parties, on a 50/50 basis, any unused amounts paid by the Parties to the ICC for costs of the ICC Arbitration (including any costs of the independent auditor), with the understanding that the Parties shall be responsible for bearing their own respective costs in connection with the ICC Arbitration, including the cost of their respective experts or attorneys;
(c) the Parties shall execute and deliver to Alcatel, and Alcatel shall promptly file with the United States District Court for the Southern District of New York, the documents attached hereto as Exhibit 2.2(c) in order to stipulate and to request the dismissal, with prejudice, of the Intelsat Orbitals Case (as well as any other documents that shall be necessary to obtain such dismissal); and
(d) the Parties shall execute and deliver to one another the “Notice of Completion Of Closing Under Master Agreement,” in the form attached hereto as Exhibit 2.2(d).