Deliveries by Purchaser at Closing Clause Samples
The 'Deliveries by Purchaser at Closing' clause outlines the specific documents, payments, and other items that the purchaser is required to provide to the seller at the closing of a transaction. Typically, this includes the purchase price payment, executed agreements, and any other deliverables stipulated in the contract, such as proof of authority or consents. By clearly listing these obligations, the clause ensures that all necessary materials are exchanged to complete the transaction, thereby preventing misunderstandings and facilitating a smooth closing process.
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Deliveries by Purchaser at Closing. At or before Closing Time, the Vendor and/or the Vendor’s Counsel shall have received from the Purchaser the following:
(a) certified true copies of the resolutions of the directors of the Purchaser evidencing the approval of this Agreement and all of the transactions of the Purchaser contemplated hereunder, including without limitation the Private Placement;
(b) evidence of the TSXV Approval;
(c) a share certificate representing the Initial Closing Shares registered in the name of the Vendor;
(d) certified cheque, bank draft or wire transfer representing the Initial Cash Consideration;
(e) a certificate of Purchaser, duly executed by a senior officer of Purchaser, on behalf of Purchaser and not in such officer’s personal capacity, stating that, except as disclosed in such certificate,
(i) the representations and warranties of Purchaser contained in this Agreement are true, accurate and complete in all material respects as at Closing Time,
(ii) each of Purchaser’s covenants and obligations hereunder has been satisfied and performed, and
(iii) each of the conditions for the benefit of Purchaser set forth in Section 8.1 has been satisfied or waived;
(f) an executed copy of the Promissory Notes in a form acceptable to the Vendor, acting reasonably;
(g) an executed copy of the Security Agreement in a form acceptable to the Vendor, acting reasonably;
(h) documentation confirming that the Purchaser's Performance Bond in a form satisfactory to the Vendor, acting reasonably, has been delivered to the Ontario Ministry of Northern Development and Mines in accordance with Section 2.2(b);
(i) an opinion of the Purchaser's Solicitors, in form satisfactory to Vendor, acting reasonably, with respect to:
(i) the corporate good standing of the Purchaser under the British Columbia Business Corporations Act,
(ii) the corporate power and corporate capacity of the Purchaser to execute and deliver this Agreement, the Initial Closing Shares, the Promissory Notes, the Security Agreement and all agreements, instruments and documents contemplated hereunder and to satisfy and perform its covenants and obligations hereunder and thereunder,
(iii) the due authorization by the Purchaser of the execution and delivery of this Agreement, the Initial Closing Shares, the Promissory Notes, the Security Agreement and all agreements, instruments and documents contemplated hereunder and the satisfaction and performance by the Purchaser of its covenants and obligations hereunder and thereunder, a...
Deliveries by Purchaser at Closing. (a) The Purchase Price as set forth in Section 2 hereof, by wire transfer of immediately available funds, subject to prorations, adjustments and credits as described in this Agreement;
(b) Execute and deliver or obtain for delivery any instruments reasonably necessary to close this transaction, including, without limitation, corporate certificates and resolutions and affidavits reasonably required by the Title Insurer;
(c) Certificate of Good Standing for Purchaser issued within 30 days prior to the Closing Date; and
(d) The Settlement Statement.
Deliveries by Purchaser at Closing. With respect to the Property, at the Closing, Purchaser, at its sole cost and expense, shall deliver, or shall cause to be delivered, to Seller, the items described below:
(a) The cash portion of the Purchase Price in accordance with Paragraph 5 hereof;
(b) A Closing Statement in form and substance reasonably acceptable to Seller and Purchaser;
(c) The Assignment of Tenant Leases;
(d) Such documents as may be reasonably required by the Title Insurer to be executed and delivered by Purchaser, including without limitation, a Mechanic's Lien Affidavit and Indemnity, Tax Agreement and Utility Agreement;
(e) Such documents as may be reasonably required by Seller pursuant to which Purchaser acknowledges receipt of such documents, items and property as may be delivered to and received by Purchaser at the Property, including books and records, contracts, plans and specifications, licenses and permits, keys, and the like; and
(f) Other documents and instruments which Seller may reasonably request or to which Seller may be reasonably entitled under any of the other provisions of this Agreement.
Deliveries by Purchaser at Closing. At or before Closing Time, the Vendor and/or the Vendor’s counsel shall have received from the Purchaser the following:
(a) a certificate of the Purchaser, duly executed by a senior officer of the Purchaser, on behalf of the Purchaser and not in such officer’s personal capacity, stating that, except as disclosed in such certificate,
(i) the representations and warranties of Purchaser contained in this Agreement are true, accurate and complete in all material respects as at Closing Time,
(ii) the Purchaser’s covenants and obligations hereunder has been satisfied and performed, and
(iii) each of the conditions for the benefit of the Purchaser set forth in Section 8.1 has been satisfied or waived;
(b) a certificate of good standing of the Purchaser;
(c) a duly executed Contingent Right Certificate representing 48,000,000 MIZA Contingent Rights delivered to the Escrow Agent appointed under the TSXV Escrow Agreement;
(d) a direct registration statement issued by Endeavor Trust Corporation to each of the Finders representing the Finders’ Shares issuable to each Finder;
(e) evidence satisfactory to the Vendor that as of three (3) Business Days prior to the Closing Date, the Purchaser has no less than one million U.S. dollars ($1,000,000) in free cash;
Deliveries by Purchaser at Closing. At Closing, Purchaser shall deliver or cause to be delivered to the Shareholder Representative the following in a form and substance reasonably satisfactory to the Shareholder Representative:
Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; (b) a certificate executed on behalf of Purchaser by the secretary or assistant secretary of Purchaser, dated the Closing Date, certifying and attaching (i) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer of Purchaser, certifying that the conditions specified in Section 3.3(a) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreements, duly executed by Purchaser; and (e) a Transition Services Agreement, dated the Closing Date, and duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that Purchaser is relying thereon, Parent and the Subsidiaries, jointly and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied by the Seller Parties to Purchaser dated as of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1
Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver or cause to be delivered to the Sellers the following:
(a) Any outstanding payments due to any Seller at the time of Closing in accordance with this Agreement;
(b) Such other documents, instruments or certificates as shall be reasonably requested by Sellers or its counsel.
Deliveries by Purchaser at Closing. At Closing, Purchaser shall deliver to Shareholder: (a) the Purchase Price Note;
Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver the following to Seller:
(a) The Cash Portion of the Purchase Price.
(b) Documentation establishing to Seller’s reasonable satisfaction the due authorization of Purchaser’s acquisition of the Partnership Interests and the delivery of the documents required to be delivered by Purchaser pursuant to this Agreement.
(c) Documentation establishing to Seller’s reasonable satisfaction the due authorization of Guarantor’s execution and performance of all of Guarantor’s obligations under this Agreement and the Deferred Payment Agreements.
(d) The Deferred Payment Agreements, duly executed by Purchaser.
(e) The Harmony License duly executed by the Company.
(f) The ▇▇▇▇▇ Employment Agreement and other employment agreements, duly executed by the Company and Purchaser.
(g) The Veterinary Restriction Agreement, duly executed by the Company
(h) Any and all other documents Purchaser or Guarantor is required to deliver pursuant to the provisions of this Agreement.
Deliveries by Purchaser at Closing. Subject to the terms and conditions hereof, at or before the Closing, Purchaser shall take the following action:
(1) pay the Cash Consideration in accordance with Section 1.02;
(2) deliver to Seller copies of any required Purchaser Approvals set forth on Schedule 4.07, provided, however, that Approvals with respect to the delivery of the Stock Consideration to Seller shall not be required at Closing, but will be subject to the provisions of Section 9.02;
(3) deliver to Seller the Shareholder’s Agreement, duly executed by Purchaser; and
(4) deliver to Seller all other documents, certificates and instruments required to be delivered by Article V hereof.