Deliveries and Actions at Closing Sample Clauses

Deliveries and Actions at Closing. (a) At Closing, the Real Property Seller shall terminate the Lease and deliver possession of the Real Property to the Purchaser. The Real Property Seller shall also deliver the following at Closing, which, if a document, shall be duly executed and in recordable form if intended to be recorded: (1) A Warranty deed conveying fee simple title to the Real Property, free and clear of all liens, restrictions and encumbrances except the Permitted Exceptions (the “Warranty Deed”). The Warranty Deed shall be in the form attached hereto as Exhibit B. (2) Such documents as are reasonably required by the Title Company as a condition to insuring title to the Real Property without exceptions, other than the Permitted Exceptions, including the Real Property Seller's affidavit that no improvements, additions, alterations or repairs whatsoever have been made to the Real Property by the Real Property Seller within the last ninety-five (95) days immediately preceding Closing, or if there have been any such improvements, additions, alterations or repairs that the providers thereof have been paid in full. Provided, however, that if any such improvements, additions, alterations or repairs have been made with Purchaser’s prior agreement to pay for the same (the “Purchaser Improvements”) and Purchaser has not paid for the Purchaser Improvements at or before Closing, the Purchaser shall pay for the same at Closing and if Purchaser does not so pay for the same at Closing the inability of the Real Property Seller to provide such affidavit as to the Purchaser Improvements shall not be a default of the Real Property Seller under this Agreement and the failure of the Title Company to issue insurance as a result of such failure of Purchaser shall not be a condition precedent which will otherwise excuse Purchaser from its obligation to purchase the Real Property at Closing. (3) The Real Property Seller's certificate that the Real Property Seller's representations and warranties set forth herein are true and correct as of Closing. (4) An affidavit that the Real Property Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended. (5) The Real Property Seller's affidavit establishing that no amounts are required to be withheld at the Closing for Georgia income taxes (and in the event such affidavit is not provided, the Real Property Seller authorizes the closing agent or attorney to withhold any applicable amounts from the Real Prop...

Deliveries and Actions at Closing. Closing shall take place on the Closing Date at the registered office of the Company. At Closing: (a) the Seller shall execute, duly stamped share transfer forms pertaining to the Sale Shares and the Seller shall deliver the original share certificates representing the Sale Shares along with the duly executed and stamped share transfer forms to the Company; (b) the Purchaser shall remit the Purchase Consideration to the bank account of the Seller in accordance with the remittance instructions provided by the Seller pursuant to Clause 2.2; and (c) the Company shall hold a meeting of its board of directors, at which meeting the board shall record the transfer of the Sale Shares from the Seller to the Purchaser and the Company shall incorporate the name of the Purchaser as the holder of the Sale Shares in the Company’s register of members.

Deliveries and Actions at Closing. (a) At or prior to the Closing, Parent shall deliver, or shall cause to be delivered, the following: (i) to Contributor, the certificate described in Section 9.2(c); (ii) to the Company, all of Parent’s cash, including the cash held in the Trust Account but excluding the Parent Stockholder Redemption Amount, unless otherwise agreed by the Parties; (iii) to each of the Company and the Warrant Agent, a counterpart of the Warrant Agreement Assignment, duly executed by the Surviving Corporation (as successor to Parent); (iv) to HighPeak I, HPEP I and such Persons, if any, specified by HPEP I to whom HPEP I will transfer all or part of its obligations under the Forward Purchase Agreement, an amended and restated Forward Purchase Agreement in substantially the form attached hereto as Exhibit E (the “Forward Purchase Agreement Amendment”), duly executed by Parent; (v) to Contributor, evidence of the resignations, removals and appointments, if any, contemplated by Section 8.18; (vi) to Contributor, the Certificate of Merger, duly executed by Parent, which shall have been filed in accordance with Section 2.1; (vii) to Contributor and the Trustee, the documents, opinions, and notices contemplated by the Trust Agreement to be delivered to the Trustee in connection with the consummation of a business combination; (viii) to Contributor and the Company, an assignment agreement in substantially the form attached hereto as Exhibit F (the “Assignment Agreement”), duly executed by Parent; and (ix) any other documents, instruments, records, correspondence, filings, recordings or agreements called for hereunder as shall be reasonably required to consummate the Transactions, which have not previously been delivered. (b) At or prior to the Closing, Contributor shall deliver, or shall cause to be delivered, the following: (i) to Parent and the other parties thereto, a counterpart to the Stockholders’ Agreement, duly executed by Contributor; (ii) to Parent and the other parties thereto, a counterpart to the Registration Rights Agreement, duly executed by Contributor; (iii) to the Company and Parent, the Assignment Agreement, duly executed by Contributors; (iv) to the Company, a properly executed certificate prepared in accordance with Treasury Regulations Section 1.1445-2(b) certifying to the non-foreign status of each Contributor; (v) to the Parent Parties, the certificate described in Section 9.3(c); and (vi) any other documents, instruments, records, correspondence, filings, r...

Deliveries and Actions at Closing. (a) At the Closing, the Contributor Parties shall deliver, or shall cause to be delivered, the following to Acquiror:

Deliveries and Actions at Closing. (a) At the Closing, NRGY shall deliver, or shall cause to be delivered, to Holdings GP a counterpart of an assignment (the “Assignment of Interests”), evidencing the assignment, transfer and delivery to Holdings GP of the MGP GP Interests, duly executed by NRGY. (b) At the Closing, Holdings GP shall deliver, or shall cause to be delivered, to NRGY (i) a counterpart of the Assignment of Interests duly executed by Holdings GP; and (ii) the Purchase Price.

Deliveries and Actions at Closing. In addition to any other action to be taken and to any other instrument to be executed and/or delivered pursuant to this Agreement, at the Closing: (a) HD Varese will: (i) deliver, and/or cause to be delivered, to the Buyer the certificates representing the MV Agusta Shares, duly endorsed in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV Agusta Shares and to properly register the Buyer in the shareholders’ ledger of MV Agusta; (ii) cause all of the directors of MV Agusta other than ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, the Chairman of the board of Cagiva Motor Suisse, SA, and the Chairman of the board of CRC S.A. to resign from office as of the Closing Date, at no cost for the Buyer and/or MV Agusta or the relevant Subsidiary; (iii) use its best efforts to cause the (effective and alternate) members of the board of statutory auditors of MV Agusta to resign from office as of the Closing Date; (b) HD Motor will: (i) deliver, and/or cause to be delivered, to the Buyer appropriate documentation in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV USA Interest and to properly register the Buyer in the shareholders’ ledger of MV USA; (ii) cause all of the directors of MV USA to resign from office as of the Closing Date at no cost for the Buyer and/or MV USA; (c) HD will: (i) execute and deliver to the Buyer the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i); (ii) deliver the additional documents as to the Receivable copy of which is attached as Schedule 4.2(c)(ii), these being the only documents in possession of HD as to the Receivable, also for the purposes of Article 1262 of the Code; (d) the Buyer will: (i) pay, and/or cause to be paid, to HD Varese the MV Agusta Price; (ii) pay, and/or cause to be paid, to HD Motor the MV USA Price; (iii) pay, and/or cause to be paid, to HD the Receivable Price; (iv) execute and deliver to HD the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i); (v) deliver to the directors who will have resigned in accordance with Paragraphs 4.2(a)(ii) and 4.2(b)(ii) and (if appropriate) the statutory auditors who will have resigned in accordance with Paragraph 4.2(a)(iii), a keep harmless letter in the form of the letter attached as Schedule 4.2(d)(v); (vi) cause ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ to deliver to the ...

Deliveries and Actions at Closing. At the Closing the Parties shall deliver the following documents, instruments and agreements, and shall take the following described actions, all of which shall be deemed part of a single transaction. No part of the described deliveries and actions shall occur unless all shall occur.

Deliveries and Actions at Closing. At the Closing, the following actions shall be taken and will be deemed to have been taken concurrently at the consummation of the transactions contemplated hereby: (a) Each Holder shall exercise its Conversion Rights with respect to all Series A Preferred Stock held by such Holder by delivering to the Company a duly authorized and executed Notice to Convert Series A Preferred Stock in the form set forth as Exhibit A to this Agreement ("Conversion Notice"). The Conversion Notices delivered by the Holders, in the aggregate, shall encompass all of the issued and outstanding shares of Series A Preferred Stock. (b) Each Holder shall transfer and deliver to the Company, a certificate or certificates representing all of the Holder's Preferred Stock held by such Holder, duly endorsed or accompanied by stock powers duly executed in blank by such Holder, free and clear of all Liens (as defined in Section 2.3 of this Agreement) ("Holder's Stock Certificate"). (c) The Company shall issue to each Holder a certificate representing the number of Conversion Shares set forth beside each Holder's name on Schedule 1 attached hereto ("Common Share Certificate"). (d) The Company shall pay the Conversion Payment in the manner set forth in Section 1.2 of this Agreement.

Deliveries and Actions at Closing. 8.2.1 At the Closing Date the Sellers shall: (i) deliver the share register of the Company with the Buyer registered as the owner of the Shares as well as the share registers of each of the Subsidiaries; (ii) confirm in writing that the Sellers has complied with all covenants under section 12.1 and confirm that all Warranties are true and correct in all material respects as of the Closing Date; (iii) deliver written resignations from each member of the boards of the Group Companies, including confirmation that he or she has no claim for compensation against any Group Company; (iv) procure that all existing powers of attorney are revoked as of the Closing Date; (v) deliver general powers of attorney enabling persons appointed by the Buyer to sign for and on behalf of the Group Companies until new signatories have been duly registered; (vi) deliver promissory notes pursuant to section 6.2.1. 8.2.2 At the Closing Date the Buyer shall: (i) pay the Purchase Price in immediately available funds or provide a payment instruction to the Escrow Operator to facilitate the payment of the Escrow Amount, to the Sellers’ accounts stipulated in Appendix 4.1 (Revised November 1, 2017) and according to agreement stated in settlement notes between the Buyer and each of the Sellers. Payment shall be regarded as fulfilled when payment is received by each Seller. (ii) pay the Shareholders Loan as set out in section 6 in immediately available funds to the Sellers’ accounts stipulated in Appendix 1.3; (iii) pay the Nordea AB (publ) overdraft facility and Almi loan in case Nordea and/or Almi demands they shall be amortized partly or fully at Closing Date as per Appendix 9.8.6; (iv) Release the Sellers from covenants to ALMI and NORDEA, Appendix 9.8.6. (Appendix 9.8.6-2 indicates one of the Sellers contract with Nordea, see Appendix 1.3-1.) (v) cause a shareholders’ meeting to be held in the Group Companies to elect new board members; and (vi) notify the Swedish Company Registrar (Sw. “Bolagsverket”) of the changes of the boards.