Deliveries and Other Actions at the Closing Clause Samples
The "Deliveries and Other Actions at the Closing" clause outlines the specific documents, items, and actions that each party must provide or complete at the closing of a transaction. Typically, this includes the exchange of signed agreements, transfer of funds, delivery of certificates, and any other required documentation or steps necessary to finalize the deal. By clearly specifying these requirements, the clause ensures that all parties fulfill their obligations at closing, thereby facilitating a smooth and enforceable completion of the transaction.
Deliveries and Other Actions at the Closing. (a) At the Closing, each Party shall execute and deliver, and cause its Initial Members to execute and deliver, the LLC Agreement;
(b) At the Closing, Citigroup shall, and shall cause each of the Citigroup Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the Citigroup Contributed Assets, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests to the Initial Citigroup Member(s);
(c) At the Closing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall, and shall cause each of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Transferors to, transfer, assign and deliver to the Company, as a capital contribution to the Company, all of their respective right, title and interest in and to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Assets, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, the Company shall issue Membership Interests to the Initial ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Member(s);
(d) On the day following the Closing, which shall in any event be the last Business Day of a calendar month, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall pay to Citigroup, by wire transfer of immediately available funds to an account of Citigroup identified to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at least three Business Days prior to Closing, the amount of $2.7 billion, and Citigroup shall transfer in exchange for such payment a number of Membership Interests such that following such transfer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall own aggregate Membership Interests representing an aggregate ownership percentage of the Company equal to fifty-one percent (51%) and Citigroup shall own an aggregate ownership percentage of the Company equal to forty-nine percent (49%);
(e) At the Closing, Citigroup, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Company and each of their Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Transaction Documents (it being agreed that if the full terms and conditions of any Transaction Documents cannot be agreed prior to Closing, the terms set forth in the applicable Exhibit associated with any such Transaction Document shall be deemed to be the full terms and conditions of such Transaction Document and shall be binding from and after the Closing unless and until superseded by a full agreement mutually agreed by the Parties with respect to such Transaction Docum...
Deliveries and Other Actions at the Closing. On the Closing Date:
(a) Each Party shall cause each of its Initial Members to execute and deliver the LLC Agreement;
(b) Wachovia shall cause the Initial Wachovia Member to transfer, assign and deliver to the Company, as a capital contribution to the Company, all of its right, title and interest in and to the Wachovia Contributed Membership Interests, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents, and in consideration therefor, Wachovia shall cause the Company to issue Membership Interests to the Initial Wachovia Member with an aggregate Percentage Interest equal to 62%;
(c) Prudential shall, and shall cause each of the Prudential Transferors to, transfer, assign and deliver to the Company, or to a Wachovia Contributed Subsidiary designated by Wachovia (each a "Designated Company Subsidiary"), as a capital contribution to the Company, all of their respective right, title and interest in and to the Prudential Contributed Assets, free and clear of all Liens, other than Permitted Liens and Liens created pursuant to the Transaction Documents and in consideration therefor, Wachovia shall cause the Company to (i) issue Membership Interests to the Initial Prudential Member, on behalf of the Prudential Transferors, with an aggregate Percentage Interest equal to 38% and (ii) assume, or cause a Designated Company Subsidiary to assume, the Prudential Contributed Liabilities; provided, however, that, to the extent provided in Section 5.3, in lieu of such contribution to the Designated Company Subsidiary, Prudential shall, and shall cause the other Prudential Transferors to, make such capital contribution to New Prudential Broker LLC in accordance with Section 5.3 and cause all of the limited liability company interests in New Prudential Broker LLC to be contributed as a capital contribution to the Company; it being understood that, in selecting the appropriate Designated Company Subsidiaries, the Parties will cooperate to ensure that such Designated Company Subsidiaries have adequate capital to support the Prudential Contributed Liabilities being transferred to and assumed by them at the Closing.
(d) The Parties shall cause the Company and each of their respective Initial Members to execute and deliver a written agreement (which shall in each case be in form and substance reasonably satisfactory to the Parties) to be bound by the terms and conditions of this Agreement that are applicable to it (which i...
Deliveries and Other Actions at the Closing. At the Closing
(a) each Party shall execute and deliver the Company LLC Agreement;
(b) the Uniroyal Parties shall assign to the Company all of their Equity Interests in UEP; and
(c) the Company shall issue to the Uniroyal Parties the Consideration Intersts as set forth on Exhibit B to this Agreement.