Closing Procedures Sample Clauses
The Closing Procedures clause outlines the specific steps and requirements that must be fulfilled by the parties to finalize a transaction, typically in the context of a sale or transfer of assets. It details the sequence of actions, such as the exchange of documents, payment of funds, and delivery of necessary approvals or consents, that must occur on the closing date. By clearly defining these procedures, the clause ensures that both parties understand their obligations and helps prevent misunderstandings or disputes at the critical final stage of the transaction.
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Closing Procedures. (a) Deliveries by or on behalf of Laboratories. Laboratories shall deliver or cause to be delivered at the Closing Time to Holdco the following in form and substance satisfactory to Holdco:
(i) certified copies of (i) the charter documents of each of Laboratories, Acquireco and IPL and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholders and the board of directors of each of Laboratories, Acquireco and IPL approving the entering into of, and completion of the transactions contemplated by, this Agreement and the Ancillary Agreements, and (iii) a list of the officers and directors of Laboratories, Acquireco and IPL authorized to sign agreements together with their specimen signatures;
(ii) a certificate of status, compliance, good standing or like certificate with respect to Acquireco and IPL issued by appropriate government officials of their respective jurisdictions of incorporation;
(iii) the Shareholder Agreement; and
(iv) opinions of counsel to Laboratories, Acquireco and IPL.
(b) Deliveries by or on behalf of Holdco. Holdco shall deliver or cause to be delivered at the Closing Time to Laboratories, IPL and Acquireco, as they may direct, the following in form and substance satisfactory to Laboratories, IPL and Acquireco:
(i) certified copies of (i) the charter documents of Holdco and extracts from the by-laws thereof relating to the execution of documents, (ii) all resolutions of the shareholder and the board of directors of Holdco approving the entering into and completion of the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of its officers and directors authorized to sign agreements together with their specimen signatures;
(ii) a certificate of status, compliance, good standing or like certificate with respect to Holdco issued by appropriate government official of the jurisdiction of its incorporation;
(iii) the Shareholder Agreement; and
(iv) an opinion of counsel to Holdco.
Closing Procedures. Unless Purchaser and Seller otherwise agree, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records;
(ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ of sale;
(iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19;
(iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared in accordance with the terms of this Agreement;
(v) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Association;
(vi) Purchaser shall deliver any documents to be delivered required hereunder; and
(vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.
Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.
Closing Procedures. (a) Any Person giving notice electing to purchase Shares or Common Stock Equivalents which it is entitled to purchase pursuant to the terms of this Agreement shall be obligated to purchase such Shares or Common Stock Equivalents, and the Selling Stockholder shall be obligated to sell such Shares or Common Stock Equivalents, at the price and upon the terms set forth in this Agreement.
(b) Unless the parties to any purchase and sale pursuant to this Agreement otherwise agree in writing, the closing of any purchase and sale of:
(i) Offered Securities pursuant to Section 6.2 shall take place on the later of (x) the date specified in the Notice, and (y) the 30th day after the effective date written notice is given by the last of the Stockholders electing to participate in such purchase; and
(ii) Shares or Common Stock Equivalents pursuant to Section 6.3 shall take place on the later of (x) the date specified in the Notice, and (y) the 30th day after the effective date written notice is given by the last of the Stockholders exercising its respective Come-Along Right; and
(iii) in any case, at such other time and place as the parties to such purchase and sale otherwise agree in writing.
(c) At the closing, the purchaser(s) shall deliver, by wire transfer or by certified or official bank check, an amount, in cash, equal to the full purchase price for the Shares or Common Stock Equivalents to be purchased unless the terms and conditions set forth in the Offer relating to such sale permit payment of the purchase price, in whole or in part, in installments or by delivery of one or more promissory notes in which event the purchase price may be paid in the same manner as set forth in such Offer.
(d) By delivering the certificates at the closing, the seller of such Shares or Common Stock Equivalents shall be deemed to represent that (i) it has the power and authority to sell the Shares or Common Stock Equivalents being sold by such seller, and (ii) the purchaser thereof will receive good title to such Shares or Common Stock Equivalents, free and clear of all liens, security interests, pledges, charges, encumbrances, voting trusts and other similar rights of any kind or nature whatsoever, and preemptive rights, other than those created by this Agreement. The purchaser shall deliver at the closing an appropriate investment representation if required by the Securities Act.
Closing Procedures. The Closing shall be held in Pitkin County, Colorado, at a time and place specified by Seller in the notice given under Subsection 10.a. above, unless extended pursuant to Section 8 above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
i. Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to those matters as set forth in Section 8 of this Agreement and any other title exceptions waived by Purchaser pursuant to Section 8 above;
ii. Seller shall convey title to the personal property and fixtures installed within the Unit by a bill of sale;
iii. Purchaser shall pay the balance of the Purchase Price as required by Section 4 above, the Enhancements Price (if any) as required by Section 6.g above and the other charges and fees described in this Agreement to be paid at Closing; and
iv. Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. If a purchase and sale of any Shares, Convertible Securities and/or other securities of the Corporation is made pursuant to this Agreement, the following shall apply:
Closing Procedures. The Closing shall be held in Summit County, Colorado, at a time and place specified by Seller in the notice given under Section 8(a) above, unless extended pursuant to Section 8(a) above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Property subject only to those matters as set forth in Section 6 of this Agreement and any other title exceptions waived by Purchaser or permissible pursuant to Section 6 above;
(ii) Seller shall convey title to the personal property and fixtures installed within the Residence by a quit claim bill of sale, without warranty;
(iii) Purchaser shall pay the balance of the Purchase Price as required by Section 3(b) above; and
(iv) Purchaser and Seller shall execute and deliver such other documents, pay such other amounts, and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement and as is customary in similar transactions in Summit County, Colorado.
Closing Procedures. On or before the Closing Date the Purchaser shall:
(a) pay to its Solicitors, in trust, the Unpaid Balance by negotiable cheque certified by a chartered bank or bank draft;
(b) make available to the Vendor, the undertaking of the Purchaser’s Solicitors to pay the Unpaid Balance upon the lodging of the Transfer provided that if the transaction does not complete for any reason or if Purchaser’s Solicitors are unable to comply with their undertakings, then the Purchaser’s Solicitors will either return the Transfer, unused, to the Vendor’s Solicitors upon demand, or alternatively to make application to the Registrar of the Land Title Office to have the Transfer withdrawn and to return the Transfer to the Vendor’s Solicitors upon receipt of same from the Land Title Office.
Closing Procedures. Subject to the satisfaction or waiver by the relevant Party of the conditions of closing set forth in Section 6, at the completion of the Purchase, the Vendor and the Purchaser shall each deliver to the other Party, a certificate or certificates representing the Purchased Shares and the Issued Shares, respectively, duly endorsed for transfer.