Deliveries at Closing Clause Samples
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Deliveries at Closing. (i) At the Closing, Sellers will deliver to U.S. Buyer or Australia Buyer, as applicable, the following documents and other items, duly executed by Sellers, the Tiwest Joint Venture Participants, and in the case of Section 2(g)(i)(N) and 2(g)(i)(T), any other Person, in each case as applicable and in form and substance reasonably acceptable to U.S. Buyer or Australia Buyer, as applicable:
(A) bills of sale substantially in the form of Exhibits E-1 and E-2 attached hereto (the “Bills of Sale”);
(B) assignment and assumption agreements substantially in the form of Exhibits F-1 and F-2 attached hereto (the “Assignment and Assumption Agreements”);
(C) instruments of assignment substantially in the forms of Exhibit G, Exhibit H and Exhibit I attached hereto for each patent, registered trademark and registered copyright, respectively, transferred or assigned hereby and for each pending application therefor (collectively, the “Intellectual Property Assignments”);
(D) the Services Agreement;
(E) the Deposits and Similar Amounts, the Acquired Cash and the Pre-Funded Uncleared Disbursement Amounts in a manner reasonably acceptable to Buyers;
(F) a certified copy of the Bidding Procedures Order and the Sale Order;
(G) with respect to each parcel of Owned Real Property (other than the Owned Real Property located in Western Australia), a special warranty or trustee’s deed in substantially the form attached hereto as Exhibit L, with such changes thereto as may be necessary to conform such deed to the requirements of the relevant jurisdiction;
(H) with respect to each parcel of Owned Real Property located in Western Australia a transfer of land form in favor of Australia Buyer substantially in the form attached hereto as Exhibit Q;
(I) with respect to each Lease of real property registered in Western Australia, a transfer of registered lease form in favor of Australia Buyer substantially in the form attached hereto as Exhibit R;
(J) transfers in registrable form in accordance with the Western Australian Mining Act 1978 (WA), transferring the interests in the mining tenements comprising the Acquired Tiwest Joint Venture Interests in favor of Australia Buyer;
(K) a certificate signed by an authorized officer of Tronox Incorporated to the effect that each of the conditions specified in Section 7(a)(i) and Section 7(a)(ii) is satisfied in all respects;
(L) with respect to each U.S. Seller, a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury a...
Deliveries at Closing. At the Closing, (i) Seller shall deliver to Buyer the various certificates, instruments, and documents referred to in §7(a) below, (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in §7(b) below, (iii) Seller will deliver to Buyer newly-issued stock certificates representing all of the Purchased Shares, and (iv) Buyer will deliver to Seller the Purchase Consideration specified in §2(b) above.
Deliveries at Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following:
(a) Purchaser shall deliver the Purchase Price as follows:
(i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement;
(ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters;
(iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii);
(iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and
(v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing).
(b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d).
(c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).
Deliveries at Closing. At the Closing:
(a) IPoint shall deliver to the Shareholders certificates registered in their individual names in accordance with the allocation set forth on Schedule I, representing the New Shares;
(b) IPoint shall deliver to the Warrant Holder the New Warrant;
(c) IPoint shall deliver to each Shareholder a copy of the resolutions of IPoint's board of directors, certified by the Secretary of IPoint, authorizing this Agreement and the transactions contemplated hereby;
(d) the Shareholders and IPoint-Israel shall deliver to IPoint:
(i) certificates evidencing all of the Shares; and
(ii) a copy of the resolutions of IPoint-Israel's board of directors and shareholders, certified by the Secretary of IPoint-Israel, authorizing this Agreement and the transactions contemplated hereby.
(e) The Warrant Holder shall deliver to IPoint the Warrant.
(f) IPoint, IPoint-Israel, Cornell and Neomedia shall enter into an assignment agreement to IPoint in the form attached hereto as Schedule IV (the "Assignment Agreement") in respect of certain obligations and benefits set forth under the documents pertaining to the Cornell Investment, the Neomeida Investment and the SEDA, which shall be consented to by IPoint. Cornell and Neomedia hereby agree to modify the documents pertaining to the Cornell Investment, the Neomedia Investment and the SEDA to be assigned under the Assignment Agreement (mainly the various Registration Rights Agreements) in order to change and extend the various timing for filing the Forms S-1 or SB-2 and making them effective.
Deliveries at Closing. At the Closing, Seller shall deliver to Buyer:
(a) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions;
(b) A bill of sale with usual warranties conveying good title to the Property;
(c) A non-foreign status affidavit executed by ▇▇▇▇▇▇;
(d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein;
(e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller;
(f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing;
(g) A certificate containing the information necessary to complete a 1099-S Form;
(h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and
(i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing;
(j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date.
(k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property.
(l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.
Deliveries at Closing. (a) At the Closing, the Company shall deliver to each Standby Purchaser the following:
(i) A certificate or certificates representing the number of shares of Common Stock issued to such Standby Purchaser pursuant to Section 2 hereof; and
(ii) A certificate of an officer of the Company on its behalf to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date.
(b) At the Closing, each Standby Purchaser shall deliver to the Company the following:
(i) Payment of the Subscription Price of the Securities purchased by such Standby Purchaser, as set forth in Section 2(c) hereof; and
(ii) A certificate of such Standby Purchaser to the effect that the representations and warranties of such Standby Purchaser contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date.
Deliveries at Closing. Buyer shall have delivered or caused to be --------------------- delivered to Sellers the documents, each properly executed and dated as of the Closing Date required pursuant to Section 2.3(b). Buyer shall also have made the payments described in Section 2.2.
Deliveries at Closing. (a) At the Closing, the Independent Fiduciary will, pursuant to the Plan Trustee Direction Letter (Closing), irrevocably direct the Plan Trustee to deliver to the Insurer, (with a copy to the Company), the [ * * * ] and ▇▇▇▇ of Sale, each duly executed by the Plan Trustee, and the Independent Fiduciary will deliver, or cause to be delivered, to the Insurer and the Company a certificate, dated as of the Closing Date, duly executed by an authorized officer of the Independent Fiduciary certifying as to the satisfaction of the conditions specified in Section 8.01(a), Section 8.01(b), Section 8.02(a) and Section 8.02(b), in each case, as to the Independent Fiduciary.
(b) At the Closing, the Insurer will deliver to the Company (and with respect to item (ii) will also deliver to the Independent Fiduciary) the following duly executed documents and other items:
(i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Insurer;
(ii) a certificate, dated as of the Closing Date, duly executed by an authorized officer of the Insurer certifying as to the satisfaction of the conditions specified in Section 8.01(a), Section 8.01(b) and Section 8.03(a), in each case, as to the Insurer;
(iii) evidence of disposition from the Texas Department of Insurance with respect to the Group Annuity Contract;
(iv) the [ * * * ], duly executed by the Insurer; and
(v) the ▇▇▇▇ of Sale, duly executed by the Insurer.
(c) At the Closing, the Company will deliver to the Insurer (and with respect to item (ii) will also deliver to the Independent Fiduciary, and with respect to the other items below, with a copy to the Independent Fiduciary) the following duly executed documents:
(i) the Group Annuity Contract (including all exhibits and attachments thereto), duly executed by the Company; and
(ii) a certificate, dated as of the Closing Date, duly executed by an authorized officer of the Company certifying as to the satisfaction of the conditions specified in Section 8.02(a), Section 8.02(b) and Section 8.03(a), in each case, as to the Company.
(d) As promptly as practicable on the Closing Date but prior to Closing, the Company will deliver to the Insurer a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, setting forth the [ * * * ].
Deliveries at Closing. At the Closing, each of the following items shall be delivered:
(a) Sellers shall deliver to Purchaser the following:
(i) certificates evidencing all OVT Shares, duly endorsed for transfer and otherwise in a form suitable for transfer on the books of OVT;
(ii) a certificate of Sellers with respect to the matters described in Sections 5.1, 5.2, and 5.4 hereof;
(iii) a certificate of an officer of OVT with respect to the matters described in Sections 5.1 and 5.2 hereof;
(iv) a certificate of existence or a certificate of good standing; and
(v) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) Purchaser shall deliver to Sellers the following:
(i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Seller;
(ii) a certificate of Purchaser with respect to the matters described in Sections 6.1;
(iii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 hereof; and
(iv) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counsel.
Deliveries at Closing. (a) At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) duly executed counterpart to bills of sale, in forms and substance satisfactory to Buyer, with respect to the Assets (the “Bills of Sale”);
(ii) a duly executed counterpart to an assignment and assumption agreement, in form and substance satisfactory to Buyer, with respect to the Acquired Agreements and the Assumed Liabilities relating thereto (the “Agreements Assignment and Assumption Agreement”);
(iii) a duly executed counterpart to assignment and assumption agreements, in form and substance satisfactory to Buyer, with respect to the Acquired IP and the Assumed Liabilities relating thereto (the “IP Assignment and Assumption Agreements”);
(iv) a duly executed counterpart to an assignment and assumption agreement, in form and substance satisfactory to Buyer, with respect to the Acquired Leases and the Assumed Liabilities relating thereto (the “Lease Assignment and Assumption Agreement”);
(v) a duly executed counterpart to an assignment and assumption agreement, in form and substance satisfactory to Buyer, with respect to the Assumed Liabilities not otherwise assumed pursuant to the agreements set forth in paragraphs (ii) to (iv) above (the “Other Assumed Liabilities Assignment and Assumption Agreement”);
(vi) a duly executed counterpart to the Escrow Agreement;
(vii) copies of all notices, consents (including consents to assignment), compliance with notices (or waivers thereto) of rights of first refusal or similar rights, approvals, and certain other assignments as directed by Buyer, with respect to the Contracts (including the Acquired Agreements, Acquired IP and Acquired Leases) set forth in Schedule 1.10(a)(vii), in each case, in form and substance satisfactory to Buyer;
(viii) a true and correct copy of the resolutions of Seller’s managers authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby;
(ix) a true and correct copy of the Seller Member Approval;
(x) a true and correct copy of each Payoff Letter, duly executed by each borrower and creditor thereunder, in customary form reasonably satisfactory to the Buyer and providing for the termination of such Indebtedness and related documents and the termination and release of all Encumbrances securing such Indebtedness;
(xi) a duly executed certificate pursuant to Treasu...