Closing Documents and Actions Clause Samples

The "Closing Documents and Actions" clause outlines the specific documents that must be executed and the actions that must be completed by the parties at the closing of a transaction. Typically, this includes the delivery of signed agreements, transfer of funds, and any required consents or approvals. By clearly listing these requirements, the clause ensures that all necessary steps are taken to finalize the deal, thereby preventing misunderstandings and facilitating a smooth and legally effective closing process.
Closing Documents and Actions. (a) At the Closing, Public Company and ISR shall: (1) Deliver to the Selling Stockholders certificates representing the number shares of Public Company common stock issued pursuant to Section 3.1 in the respective share amounts and names of the Selling Stockholders set forth in Schedule I; (2) Deliver to the Selling Stockholders a certified copy of minutes of ISR’s directors and Public Company’s directors authorizing this transactions; (3) Deliver to the Selling Stockholders a certificate of good standing indicating Public Company’s good standing and payment of all franchise taxes in Delaware; (4) Deliver to the Selling Stockholders an opinion of legal counsel regarding the due and valid issuance and the fully paid and non-assessable character of the Exchange Shares; (5) Deliver to the Selling Stockholders a certificate of President pursuant to Section 1.12; and # (6) Employment agreements with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and a service agreement with Hunbead LLC for the services of Huba Horompoly, upon terms reasonably agreeable to said persons. (b) At the Closing, the Selling Stockholders and Company shall deliver to Public Company or ISR: (1) Certificates representing each Selling Stockholder’s Company Shares, together with an assignment of said shares separate from certificate, such share certificates to represent in aggregate all of the issued and outstanding Company capital stock; (2) A certified copy of minutes of board of directors of the Company authorizing the transaction; (3) A certificate of good standing indicating the Company’s good standing in Hong Kong as well as any other taxing jurisdiction to which the Company is subject; (4) A legal opinion of counsel, in form and substance acceptable to Public Company; (5) An investment letter from each Selling Stockholder as contemplated in Section 3.2 relating to the acquisition of the Exchange Shares; (7) Evidence of the contribution by Linkena Anstalt and EuroChina AG of their shareholder loans to the capital of the Company for no additional shares or consideration; (8) A full and complete unconditional release, discharge and termination of each of the Company Independent Contractor Agreements without any further or continuing obligations to the parties in any amount(s) or manner whatsoever; and (9) Employment agreements with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and a service agreement with Hunbead LLC for the services of Huba Horompoly, upon terms reas...
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Closing Documents and Actions. The documents or actions listed in this Section 13 shall be delivered or shall occur on the Closing Date.
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Closing Documents and Actions. The Vendors shall have delivered the documents and performed the actions specified in Section 7.1. The foregoing conditions are for the exclusive benefit of the Purchaser and may be waived, in writing, by the Purchaser, in whole or in part.
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Closing Documents and Actions. At the Closing, Sellers, Company, and Buyer shall deliver the documents and take the actions set forth in the remainder of this Section 10. All documents that Sellers and Company deliver at the Closing shall be reasonably satisfactory in form and substance to Buyer and its counsel. All documents that Buyer delivers at the Closing shall be reasonably satisfactory in form and substance to Sellers and Company and their counsel.
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Closing Documents and Actions. 5.2.1 At the Closing, IREC and NYSTRS shall take all reasonable actions reasonably within their control to cause Transferor to execute and deliver to Transferee, and IREC shall execute and deliver or cause Transferee to execute and deliver to Transferor the Assignment and Assumption Agreement in the form attached hereto as Exhibit 5.2.1 and incorporated herein by reference (the “Assignment and Assumption Agreement”), duly executed by Transferor and Transferee, as applicable. If the Transferee is the Designee, then IREC shall cause Designee to execute and deliver at Closing a written instrument, duly executed by Designee, in form and substance reasonably acceptable to NYSTRS, in which the Designee makes to Transferor and NYSTRS, as of the Closing, representations and warranties substantially similar to those made by IREC in Sections 3.1.1, 3.1.2, and 3.1.5. 5.2.2 NYSTRS shall deliver to IREC: (a) On or before July 2, 2010, the sum of Eleven Million Eight Hundred Thousand and No/100ths Dollars ($11,800,000.00); (b) at Closing, a release and indemnity agreement in the form attached hereto as Exhibit 5.2.2(b) and incorporated herein by reference, duly executed by NYSTRS (the “Release and Indemnity”); and (c) at Closing, to the extent it has not already done so, the Executive Committee Consent, duly executed by the NYSTRS Executive Committee Members. 5.2.3 At the Closing IREC shall deliver to NYSTRS: (a) The Release and Indemnity, duly executed by IREC; and (b) to the extent it has not already done so, the Executive Committee Consent, duly executed by the Inland Executive Committee Members. 5.2.4 At the Closing, IREC and NYSTRS shall each execute and deliver, or cause to be executed or delivered, such other instruments and take such other actions as reasonably requested by the other party, provided such instruments are in form and substance reasonably acceptable to the party being requested to execute and deposit, or cause to be executed and deposited, such instruments and further provided such actions are reasonably necessary and appropriate to close and consummate the transfer of the Interests in accordance with the terms of this Agreement. If Designee is Transferee (as opposed to IREC), then IREC shall cause the Designee to execute and deliver such other instruments and take such other actions as reasonably requested by NYSTRS, provided such instruments are in form and substance reasonably acceptable to IREC and further provided such actions are reasonably n...
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Related to Closing Documents and Actions

  • Other Documents and Actions Each Debtor shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement, Mortgage or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Secured Party or its Representative to exercise and enforce the rights of the Secured Party hereunder with respect to such pledge and security interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

  • Labor Agreements and Actions The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the knowledge of the Company threatened, which could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company (as such business is presently conducted and as it is proposed to be conducted), nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company.

  • Closing Documents The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller; (ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A certificate of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (v) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (vii) A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller; (viii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading; (ix) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (x) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof; (xi) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

  • Further Instruments and Actions Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer: