Closing Transactions Clause Samples

Closing Transactions. The term "Closing Transactions" shall have the meaning set forth in Section 2.4.

Closing Transactions. All documents and other instruments required to be delivered at the Closing shall be regarded as having been delivered simultaneously, and no document or other instrument shall be regarded as having been delivered until all have been delivered.

Closing Transactions. At the Closing: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated...

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acq...

Closing Transactions. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgage.

Closing Transactions. 9 ARTICLE III

Closing Transactions. At the Closing: (a) the Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) Buyer shall deliver: (i) the certificate contemplated by Section 11.06 to the Company; (ii) the Estimated Closing Payment, less (A) the amount of the Blocker Closing Payment, (B) the Designated Unitholder Share Consideration Amount (except to the extent the Company has elected pursuant to Section 2.10 to settle such amount in cash), (C) the Aggregate Option Closing Consideration and (D) the Rollover Amount, to the Paying Agent; (iii) the Aggregate Option Closing Consideration, to the applicable Subsidiaries of the Company; (iv) the Adjustment Escrow Amount to the Escrow Agent; (v) the Representative Holdback to the Representative; and (vi) the Blocker Closing Payment (other than the portion thereof, if any, to be settled through the issuance of the Blocker TI Shares) to the Blocker Seller; (c) Buyer shall cause the Guarantor to issue to the Blocker Seller the Blocker TI Shares; (d) Buyer shall pay, on behalf of the Company and its Subsidiaries, the outstanding balance of any Funded Debt listed on Schedule 3.02(d), pursuant to payoff letters from the holders of all such Funded Debt (the “Payoff Letters”); (e) Buyer shall pay, on behalf of the Company and its Subsidiaries, all Transaction Expenses, in the amounts and to the Persons identified by the Company in the Estimated Closing Statement (and, to the extent applicable, invoices therefor have been delivered by the Company with the Estimated Closing Statement); (f) the Blocker Seller shall deliver to Buyer: (i) the stock certificate representing the Blocker Shares, together with a duly executed stock transfer power; (ii) an IRS Form W-9, completed and duly executed by the Blocker Seller; and (iii) an amendment in the form of Exhibit H attached hereto to Guarantor’s existing registration rights agreement (the “Registration Rights Agreement Amendment”), duly executed by the Blocker Seller; (g) the Company shall deliver to Buyer: (i) the certificate contemplated by Section 10.05; (ii) the Payoff Letters; (iii) the Paying Agent Agreement, duly executed by the Company; and (iv) evidence that the Contracts listed on Schedule 6.19 (except as noted thereon) have been terminated effective as of no later than the Closing; (v) a 50/90 Certificate, completed and duly executed by the Company; (h) the Representative shall deliver to Buyer (i...

Closing Transactions. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, New York, at 9:00 a.m. local time, on the third Business Day following satisfaction or waiver of the conditions to Closing set forth in Article III or at such other time or place as is mutually agreeable to the parties. The date on which the Closing occurs is herein referred to as the “Closing Date”. The Closing will be deemed to occur at 11:59 p.m. on the Closing Date. (b) At the Closing: (i) GlobalOptions shall deliver to Buyer the Equity Interests, duly endorsed in blank or accompanied by duly executed stock powers, free and clear of all Encumbrances, Liens and/or any other interest whatsoever; (ii) Buyer shall deliver to Sellers an amount equal to the Cash Purchase Price, plus the 338(h)(10) Payment (if required to be paid pursuant to Section 8.11(f)), less the Escrow Amount by wire transfer of immediately available funds to an account which has been designated in writing by Sellers to Buyer not less than two (2) Business Days prior to the Closing Date, provided, however, that if the Buyer has not made the 338(h)(10) Election prior to Closing, Buyer shall pay the Sellers the 338(h)(10) Payment to the Sellers’ in accordance with the provisions of Section 8.11 (f); (iii) Sellers and Buyer shall enter into an escrow agreement substantially in the form of Exhibit A annexed hereto (the “Escrow Agreement”), along with an escrow agent identified in the Escrow Agreement (the “Escrow Agent”), on terms and conditions reasonably satisfactory to the parties thereto, pursuant to which Two Million Four Hundred Fifty Thousand U.S. Dollars ($2,450,000) (such amount, together with all escrow earnings thereon being defined as the “Escrowed Funds”) shall be deposited into escrow (the “Escrow Account”) with the Escrow Agent. Subject to any claims made in accordance with this Agreement and the Escrow Agreement, the balance of the Escrowed Funds remaining in the Escrow Account on December 31, 2011 (the “Escrow Termination Date”), less the amount of any claims then outstanding and unresolved shall be distributed to the Sellers upon the Escrow Termination Date, and the Buyer agrees to promptly, but in no event more than 48 hours after the Escrow Termination Date, to deliver to the Escrow Agent joint written instructions in the form of Exhibit A to the Escrow Agreement directing the Escrow Agent to wir...

Closing Transactions. Subject only to the disbursement and application of the initial Borrowing, the Closing Transactions shall have occurred (or Administrative Agent shall be satisfied that such transactions will occur simultaneously therewith).