Performance at Closing Clause Samples
The 'Performance at Closing' clause defines the obligations and actions that each party must fulfill at the time the transaction is finalized. Typically, this includes delivering required documents, transferring funds or assets, and ensuring all agreed-upon conditions are met before the deal is officially completed. By clearly outlining these requirements, the clause ensures that both parties understand their responsibilities at closing, thereby reducing the risk of disputes and facilitating a smooth completion of the transaction.
Performance at Closing. Seller shall have performed all agreements, covenants and obligations required by Article 2 of this Agreement to be so performed by Seller at the Closing.
Performance at Closing. Purchaser shall have performed all agreements, covenants and obligations required by Article 2 of this Agreement to be so performed by Purchaser at the Closing.
Performance at Closing. Buyer shall have performed all of its obligations and deliveries under Article III, or stand ready, willing and able to perform all of same at Closing.
Performance at Closing. The following documents shall be executed and delivered at Closing:
Performance at Closing a) On the Closing Date, Seller shall deliver to Buyer all documents and instruments in form and in substance reasonably acceptable to Buyer's legal counsel, the following ("Seller's Closing Documents"):
(i) a ▇▇▇▇ of sale to all personalty of the Business,
(ii) assignment of Seller's rights, title and interest in plans and specifications, warranties and guarantees of the Business (where Seller is beneficiary) pursuant to the Assignment and Assumption Agreement;
(iii) an exclusive, right and license to all marketing and the trade name "Trafalgar House Residential" for the activities of housebuilding for a period of five years from Closing in all States where the Seller has housebuilding operations as of the Closing Date;
(iv) an assignment of all assignable Permits, Contracts, Leases and Partnerships pursuant to the Assignment and Assumption Agreement;
(v) an assignment of all Required Contracts, Required Leases and Required Permits on the Closing Date, subject to clause 7. (f), together with copies of the Required Approvals pursuant to the Assignment and Assumption Agreement;
(vi) a list of all Performance Guarantees to be replaced by Buyer at Closing pursuant to the provisions of this Agreement; and
(vii) warranty deeds in favor of the Buyer for all of the Land;
(viii) a Section 1445 Affidavit as to the non-foreign status of the Seller together with similar withholding tax affidavits consistent with local custom;
(ix) documents necessary for the issuance of the title policies consistent with the Commitments;
(x) The Closing Statement referred to in clause 3(e)
(xi) an executed Take down Agreement with the South Riding Business ("Take Down Agreement") in the terms set out in clause 14; and
(xii) the Closing Disclosure Schedule; and
(xiii) an assignment of the Assumed Obligations to Buyer pursuant to the Assignment and Assumption Agreement; and
Performance at Closing. Seller and the Company shall have performed all agreements, covenants and obligations required by this Agreement to be so performed by Seller and the Company at or before the Closing, including the Oxbow Property Transfer.
Performance at Closing. Purchaser shall have performed all agreements, covenants and obligations required by the PSA to be so performed at or before the Closing.
Performance at Closing. Purchaser and Merger Sub shall have performed each of the acts each such corporation is required to perform under this Agreement and shall have delivered or tendered delivery of each of the certificates and other documents each such corporation is required to deliver.
Performance at Closing a. The Buyer shall provide or execute at or before Closing:
1. The Purchase Price.
ii. Evidence that the persons executing the documents on behalf of the Buyer, if applicable, are duly entitled and authorized to do so.
Performance at Closing. Seigneur and SONeTech shall have performed each of the acts they are required to perform and delivered each of the certificates and other documents they are required to deliver, or appeared at Closing ready, willing and able to perform each of the acts they are required to perform and deliver each of the certificates and other documents they are required to deliver.