Closing Obligations Sample Clauses
The Closing Obligations clause outlines the specific actions, deliverables, and conditions that each party must fulfill at the closing of a transaction. This typically includes the exchange of documents, payment of purchase price, transfer of ownership or assets, and confirmation that all pre-closing conditions have been met. By clearly defining these requirements, the clause ensures that both parties understand their responsibilities at closing, thereby reducing the risk of disputes and facilitating a smooth completion of the transaction.
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Closing Obligations. At the Closing: -------------------
(a) The Stockholders will deliver to WMT:
(i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to WMT;
(ii) an employment agreement in substantially the form of Exhibit C-1 attached hereto, executed by Carlton ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, and, if such are executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, employment agreements in substantially the forms of Exhibits C-2, C-3 and C-4, respectively attached hereto (collectively, the "Employment Agreements");
(iii) noncompetition agreements in substantially the forms of Exhibits D and E attached hereto, executed by Stockholder 1 and ▇▇▇ with respect to Exhibit D, and Stockholder 2 with respect to Exhibit E (collectively, the "Noncompetition Agreements");
(iv) the ▇▇▇ Agreement in substantially the form of Exhibit F attached hereto, executed by ▇▇▇ (the "▇▇▇ Agreement");
(v) the Registration Rights Agreement, in substantially the form of Exhibit G attached hereto, executed by Stockholder 2 (the "Registration Rights Agreement"); and
(vi) a certificate executed by the Company and by each of the Stockholders representing and warranting to WMT that, except as otherwise stated in such certificate, each of the Company's and the Stockholders' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and
(b) WMT will deliver to the Stockholders:
(i) the Estimated Cash Payment as provided in Section 2.2(b);
(ii) a certificate representing the 510,714 WMT Shares to Stockholder 2;
(iii) a certificate executed by WMT to the Stockholders to the effect that, except as otherwise stated in such certificate, each of WMT's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date;
(iv) the Employment Agreements, executed by WMT;
(v) the ▇▇▇ Agreement, executed by WMT;
(vi) the Registration Rights Agreement, executed by WMT; and
(vii) the Noncompetition Agreements, executed by WMT.
Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller shall execute, acknowledge and deliver to Buyer
(i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and
(ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”);
(b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units;
(c) Seller shall deliver to Buyer possession of the Assets;
(d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time;
(e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets;
(f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”);
(g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and
(h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.
Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
Closing Obligations. At the Closing:
Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
Closing Obligations. On or before the Closing Date, Owner and Optionee will deposit the following documents and funds in escrow, and the Title Company will close escrow in accordance with the instructions of Owner, Optionee, and the Funding Entities.
7.2.1 Owner will deposit the following:
(1) The conveyance documents described in Section 8, duly executed and acknowledged;
(2) A duly executed affidavit certifying that Owner is not a foreign person, trust, partnership, or corporation in compliance with the requirements of IRC §1445(b);
(3) Original counterparts or legible photocopies of all documents, feasibility studies, surveys, engineering reports, and other items of a similar nature in the possession of Owner that relate to the Easement Property;
(4) Such documents as Optionee or the Title Company may require to evidence the authority of Owner to consummate this transaction; and
(5) Such other documents and funds, including (without limitation) escrow instructions that are required of Owner to close the sale in accordance with this Option Agreement.
7.2.2 Optionee will deposit the following:
(1) The cash payment specified in Section 3, minus any credits due Optionee under the terms of this Option Agreement;
(2) Any documents that Owner or the Title Company may require to evidence the authority of Optionee to consummate the transaction contemplated; and
(3) Any other documents and funds, including (without limitation) escrow instructions that are required of Optionee to close the sale and purchase of the Conservation Easement in accordance with this Option Agreement.
Closing Obligations. At the Closing:
(a) Seller will deliver to Buyer:
(i) a certificate or certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), with all necessary transfer tax and other revenue stamps acquired at Seller's expense, affixed and canceled free and clear of all encumbrances and with signatures guaranteed by a commercial bank;
(ii) a release in the form of Exhibit 2.4(a)(ii) executed by Seller, UAM and the Acquired Companies (the "Mutual Release"); and
(iii) a certificate executed by a duly authorized officer of Seller, which officer shall be a Senior Executive, stating to Buyer that, to the Knowledge of such officer, each of Seller's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter made by Seller and delivered to Buyer prior to the Closing);
(iv) the Guaranty to Buyer in the form of Exhibit 2.4(a)(iv) executed by UAM;
(v) the Indemnity to Buyer in the form of Exhibit 2.4(a)(v) executed by UAM; and
(vi) the additional documents described in Section 7.4.
(b) Buyer will deliver to Seller or Seller's designee:
(i) by wire transfer of immediately available federal funds in the amount of Twenty Million Dollars ($20,000,000.00); and
(ii) a certificate executed by a duly authorized officer of Buyer stating to Seller that, to the Knowledge of such officer, each of Buyer's representations and warranties in this Agreement was materially accurate in all respects as of the date of this Agreement and is materially accurate in all respects as of the Closing Date as if made on the Closing Date.
(iii) the additional documents described in Section 8.3.
Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
(a) Seller or ▇▇▇▇▇▇, as applicable, shall deliver to Purchaser:
(i) a ▇▇▇▇ of sale executed by Seller for all of the Purchased Assets that are personal property in substantially the same form as Exhibit 2.6(a)(i) (the “▇▇▇▇ of Sale”);
(ii) a ▇▇▇▇ of sale or other assignment instrument executed by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ Contributions;
(iii) a trademark assignment for each of the Seller’s Trademarks in substantially the same form as Exhibit 2.6(a)(iii) (the “Trademark Assignment”);
(iv) one or more assignment and assumption agreements executed by Seller for each of the Assumed Contracts, including a separate such document with respect to the Seller’s lease described in Section 2.3 (the “Assignment and Assumption Agreements”);
(v) each of the Consents identified on Schedule 4.3 as a required Consent;
(vi) titles to the motor vehicles included in the Purchased Assets, duly endorsed by Seller in favor of Purchaser;
(vii) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Purchaser, each in form and substance satisfactory to Purchaser and its legal counsel and executed by Seller or ▇▇▇▇▇▇, as applicable, including the assignment of any Intellectual Property rights that may have arisen in any independent contractors of the Seller or ▇▇▇▇▇▇ by virtue of work performed by such contractors;
(viii) a certificate executed on behalf of Seller and ▇▇▇▇▇▇ as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and
(ix) the Non-Competition and Employment Agreements described in Section 8.4.
(b) Purchaser shall deliver to Seller or ▇▇▇▇▇▇, as the case may be:
(i) that portion of the Purchase Price described in Section 3.1(a);
(ii) the Notes;
(iii) the Assignment and Assumption Agreement for the Assumed Liabilities and Accrued Expenses executed by Purchaser; and
(iv) a certificate executed by Purchaser as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance of its covenants and...
Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:
(a) Sellers shall deliver, or caused to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):
(i) one ▇▇▇▇ of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller;
(ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller;
(iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”);
(iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Agreement”);
(v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”);
(vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”);
(vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easement;
(viii) a counterpart signature page to a letter agreement, in form and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninety
Closing Obligations. At the Closing:
(a) Sellers will deliver to Buyer:
(1) A certificate or certificates representing the Shares, duly endorsed in blank or with a fully executed stock power attached, all in proper form for transfer;
(2) Certificate executed by each Seller representing and warranting to Buyer that each of Seller's representations and warranties in this Agreement was accurate as of the date the Disclosure Letter is first delivered to Buyer and is accurate in all material respects (except that where any statement in representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects giving effect to such standard) as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects giving effect to such standard) as if made on the Closing Date (giving full effect to any supplements to the Schedules that were delivered by Sellers to Buyer prior to the Closing Date);
(3) Certificate of good standing for each Acquired Company in the state of its incorporation, certified as of a date not more than ten (10) days before the Closing Date;
(4) Lien searches for federal and state tax liens, judgment liens, and other liens on standard form of Request for Information (Uniform Commercial Code Form UCC-11) for entries in the name of every Acquired Company (including any assumed names) completed and certified by the relevant UCC filing office in Delaware, the County Clerk of Oklahoma County, and the Secretary of State of the State of Oklahoma, dated no earlier than ten (10) days prior to Closing Date and showing the absence of any Encumbrances; provided, however, that it is understood that these offices may not certify a search for all types of liens.
(5) Evidence in form reasonably satisfactory to Buyer of the receipt of each of the governmental and third-party consents, approvals and waivers described in SECTIONS 2.5 AND 2.19;
(6) Evidence in form reasonably satisfactory to Buyer of the payment or discharge, as applicable, of the loans and payables described in SECTION 4.6;
(7) The written resignations described in SECTION 6.5;
(8) All minute books, including the Organizational Documents, stock transfer ledgers and corporate seal of each Ac...