Documents at Closing Clause Samples
The "Documents at Closing" clause outlines the specific documents that each party must provide or execute at the closing of a transaction. Typically, this includes items such as deeds, bills of sale, assignments, consents, and any other paperwork necessary to transfer ownership or fulfill contractual obligations. By clearly listing these requirements, the clause ensures that all necessary legal and transactional documents are exchanged, thereby facilitating a smooth and enforceable closing process and reducing the risk of disputes or incomplete transfers.
Documents at Closing. At the Closing, the following documents shall be delivered:
(a) Duska will deliver, or will cause to be delivered, to Shiprock the following:
(1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date;
(2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state;
(3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c);
(4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger;
(6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.
(b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska:
(1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof;
(2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date;
(3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters;
(4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state;
(5) opinion of Shiprock’s counsel as described in Section 8(l) above;
(6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(7) written resignation of all of t...
Documents at Closing. Each party to this Agreement agrees to execute and deliver at the Closing those documents identified in Section 2.2.
Documents at Closing. 10 16. Finder's Fees ........................................................ 11
Documents at Closing. All Documents required to be furnished by Buyer to the Company and/or the Stockholders prior to or at the Closing shall have been so furnished.
Documents at Closing. At the Closing, the following documents will be delivered:
(a) The Company will deliver, or will cause to be delivered, to CMI the following:
(i) a certificate executed by the President of the Company to the effect that all representations and warranties made by the Company under this Agreement are true and correct as of the Closing and as of the Effective Time of the Merger, the same as though originally given to CMI or Merger Sub on said date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) a certificate from the state of the Company's incorporation dated within five business days of the Closing to the effect that the Company is in good standing under the laws of said state;
(iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement and the other Transaction Documents;
(iv) executed copy of the Certificate of Merger for filing in Delaware;
(v) certified copies of resolutions adopted by the Company Stockholders and the directors of the Company approving the Merger Agreement and other Transaction Documents and authorizing the Merger;
(vi) the opinion of the Company's counsel as described in Section 9(i) above; and
(vii) all other items, the delivery of which is a condition precedent to the obligations of CMI and Merger Sub, as set forth herein.
Documents at Closing. At Closing, in addition to what is required elsewhere herein, all EXHIBITS attached hereto, and the signature page hereto, shall be executed and or initialed, delivered by all appropriate parties, except the parties shall have such additional days as identified herein to perform as expressly provided herein, in which case such provision herein providing additional time beyond the Closing Date shall control notwithstanding anything to the contrary (provided, however, it shall be deemed that the Closing of this Agreement occurred on the Closing Date).
Documents at Closing. At the Closing, the following documents shall be delivered:
(a) Earth Care will deliver, or will cause to be delivered, to ESB the following:
(i) a certificate executed by the President and Secretary of Earth Care to the effect that all representations and warranties made by Earth Care under this Agreement are true and correct as of the Closing, the same as though originally given to ESB or ERI on said date;
(ii) a certificate from the state of incorporation of Earth Care dated at or about the Closing to the effect that Earth Care is in good standing under the laws of said state;
(iii) Investment Letters in the form attached hereto as Exhibit "F" executed by each historical Earth Care Shareholder;
(iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(v) executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions by the shareholders and directors of Earth Care authorizing this transaction; and
(vi) all other items, the delivery of which is a condition precedent to the obligations of ESB and ERI, as set forth herein.
(vii) the legal opinion required by Section 9(e) hereof.
(b) ESB and ERI will deliver or cause to be delivered to Earth Care:
(i) stock certificates and warrants representing those securities of ESB to be issued as a part of the exchange as described in Section 2 hereof;
(ii) a certificate of the President/Secretary of ESB and ERI, respectively, to the effect that all representations and warranties of ESB and ERI made under this Agreement are true and correct as of the Closing, the same as though originally given to Earth Care on said date;
(iii) certified copies of resolutions adopted by ESB's and ERI's Board of Directors and ESB's and ERI's Stockholders authorizing the Merger and all related matters;
(iv) certificates from the jurisdiction of incorporation of ESB and ERI dated at or about the Closing Date that each of said companies are in good standing under the laws of said state;
(v) opinion of ESB's counsel as described in Section 9(n) above;
(vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(vii) resignation of all of the officers and directors of ESB and ERI; and
(viii) all other items, the delivery of which is a condition precedent to the obligations of Earth Care, as set forth in Section 8 hereof.
Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following:
(a) Resolutions of the Board of Directors of NDYN pertaining to:
(1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto;
(b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger.
(c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein.
(d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stock, par value of $0.0001 per share, to the NATE’S Shareholders whereby NATE’S shareholders shall 5,000,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein.
(e) NDYN shall provide NATE’S with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable.
(f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S shall provide the following:
(a) NATE’S shall present a certification that NATE’S is a corporation in good standing under the laws of the Colorado.
(b) NATE’S shall provide resolutions adopting the Merge...
Documents at Closing. Buyer and its Affiliates shall have delivered to Seller on or before the Closing Date all agreements, instruments and documents required to be delivered by Buyer to Seller pursuant to Section 3.03.
Documents at Closing. Seller shall have delivered to Buyer or the Settlement Agent all agreements, instruments and documents required to be delivered by Seller to Buyer pursuant to Section 3.02.