Other Closing Deliveries Sample Clauses
The "Other Closing Deliveries" clause outlines additional documents, items, or actions that must be provided or completed by the parties at the closing of a transaction, beyond the primary agreements and standard deliverables. This may include certificates, consents, third-party approvals, or evidence of compliance with certain conditions. By specifying these extra requirements, the clause ensures that all necessary supporting materials are exchanged, reducing the risk of post-closing disputes and ensuring a smooth and comprehensive completion of the transaction.
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Other Closing Deliveries. The Seller shall have delivered the other closing deliveries set forth in Section 2.4.
Other Closing Deliveries. Buyer shall have delivered to Seller such other certificates and documents customary in transactions similar to those contemplated hereby that are reasonably requested by Seller.
Other Closing Deliveries. The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.
Other Closing Deliveries. The Parties shall each execute and deliver such other and further certificates, assurances and documents as may reasonably be required by the other Parties in connection with the consummation of the transactions contemplated by this Agreement.
Other Closing Deliveries. Seller shall deliver or shall cause to be delivered to Buyer the following:
(a) Seller’s Customer List, updated as of the Closing Date;
(b) lease amendment and assignment documents in a form reasonably acceptable to Buyer and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the “Existing Lease Assignments”), pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by Buyer;
(c) the Assumption Agreement, duly executed by Seller;
(d) the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
(e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer and Seller, duly executed by Seller;
(f) an Employment Agreement, duly executed by each Key Employee;
(g) a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, certifying that attached thereto is a true, correct and complete copy of the articles or certificate of organization or formation of Seller, certified as of a recent date by the Secretary of State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and a certificate of existence or good standing, as of a recent date, of Seller from Seller’s state of formation and a certificate of good standing, as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect Seller’s existence or good standing in any such jurisdiction;
(h) the Lock-Up Agreement, duly executed by Seller, if the Parent Shares are to be issued at the Closing pursuant to Section 3.2(c);
(i) the Closing Statement, duly executed by a duly authorized officer of Seller;
(j) the schedule reflecting the Accrued Vacation Credit, as required pursuant to Section 7.7(b); and
(k) such other bills of sale, assignments and other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicab...
Other Closing Deliveries. Buyer shall have received at or prior to the Closing such other documents, instruments and certificates as Buyer may reasonably request in order to effectuate the transactions contemplated hereby.
Other Closing Deliveries. The Seller shall have delivered to the Purchaser the following:
Other Closing Deliveries. The Investor shall have delivered the other closing deliveries applicable to such Closing set forth in Section 2.5.
Other Closing Deliveries. Each of the Founder, the Selling Shareholder and the Company shall have delivered the other closing deliveries applicable to such Closing set forth in Section 2.3 and Section 2.4.
Other Closing Deliveries. The Sellers must have caused the other documents and instruments required by Section 2.07 to be delivered (or tendered subject only to Closing) to the Buyer.