PRE-CLOSING AND CLOSING DELIVERIES Clause Samples
The "Pre-Closing and Closing Deliveries" clause outlines the specific documents, items, or actions that each party must provide or complete before and at the closing of a transaction. Typically, this includes delivering executed agreements, certificates, consents, or other required materials necessary to finalize the deal. By clearly specifying these obligations, the clause ensures that all necessary conditions are met for a smooth and enforceable closing, thereby reducing the risk of misunderstandings or incomplete transactions.
PRE-CLOSING AND CLOSING DELIVERIES. 12 7.1 By SCN.............................................................................................12
PRE-CLOSING AND CLOSING DELIVERIES. (a) Pre-Closing Deliveries. At least three (3) Business Days prior to the Closing:
(i) Torch shall deliver to United a written schedule (as revised in accordance with this section, the “Closing Consideration Notice”) setting forth Torch’s good-faith calculation in accordance with the Transaction Accounting Principles, together with reasonable supporting detail, of the Closing Consideration and the components thereof, including (i) ContentCo Cash (the “Estimated ContentCo Cash”), (ii) ContentCo Indebtedness (the “Estimated ContentCo Indebtedness”) and (iii) ContentCo Working Capital (the “Estimated ContentCo Working Capital”). Torch will consider in good faith United’s comments and may (but shall not be required to) make changes to implement such comments in whole or in part, in which case the notice as so revised shall thereafter be the Closing Consideration Notice and the applicable amounts therein as so revised shall be the Estimated ContentCo Cash, Estimated ContentCo Indebtedness and Estimated ContentCo Working Capital; provided, that such review by United and any resulting changes to the Closing Consideration Notice shall not modify the date on which Closing shall occur pursuant to Section 1.1; and
(ii) United shall deliver to Torch a written statement, accompanied by a certificate of the Chief Executive Officer of United, setting forth the final amount of the Expense Cap (giving effect to the Closing).
PRE-CLOSING AND CLOSING DELIVERIES. 11 7.1 By SCN...............................................................11 7.2 By GCOA and the Physician Owners.....................................11
PRE-CLOSING AND CLOSING DELIVERIES. Pre-Closing Deliveries by Seller....................................... 39 9.2 Closing Deliveries by Seller........................................... 40 9.3 Closing Deliveries by Purchaser........................................ 41 ARTICLE X SURVIVAL AND INDEMNIFICATION 10.1 Survival............................................................... 41 10.2 Indemnification by Seller and Parent................................... 42 10.3 Indemnification by Purchaser........................................... 42 10.4 Survival of Indemnification............................................ 42
PRE-CLOSING AND CLOSING DELIVERIES. (a) At the Closing, the Shareholders shall execute and deliver, or cause to be executed and delivered, to the Buyer:
(i) duly executed copies of the consents, approvals and releases listed in Section 1.6 and Section 3.3 of the Disclosure Schedule;
(ii) within 30 days from the date of this Agreement, the Shareholders and Talen II shall deliver to the Buyer and the Buyer shall have received, at the Buyer’s cost and expense, (A) a commitment for title policies, the form and substance of which must be acceptable to the Buyer in its sole discretion, issued by such title companies as are agreed to by the Buyer, the Shareholders and Talen II (the “Title Company”) with respect to the Owned Real Property and the Leases, insuring title of the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property) and the Company’s leasehold interests under the Leases, to be in the name of Company as of the Closing Date, subject only to those exceptions disclosed in Section 3.9 of the Disclosure Schedule and approved by the Buyer in writing and (B) legible (to the extent reasonably possible) copies of the title exception documents referenced in the commitments with respect thereto and the Buyer will have fifteen (15) days from the date of delivery of such commitment and exception documents to submit its objections to the exceptions noted in such commitment and the Shareholders and Talen II shall cause all such objections to be resolved to the Buyer’s satisfaction, whether through having the exceptions removed, through a reduction in the Purchase Price agreed to by the Shareholders or the Talen II, as the case may be, which consent shall not to be unreasonably withheld or delayed, or otherwise. At the Closing, the Shareholders and Talen II shall deliver to the Buyer and the Buyer shall have received, at the Buyer’s cost and expense, an Owner’s Policy of Title Insurance (the “Owner’s Policy”), together with a mortgagee’s policy (the “Mortgagee Policy”) in favor of the Company with such endorsements as are reasonably requested (the Owner’s Policy and the Mortgagee’s Policy being referred to herein collectively as, the “Title Policies”), issued by the Title Company insuring the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property) and the Company’s leasehold interests under the Leases, subject only to those exceptions previously approved by the Buyer in writing, ...
PRE-CLOSING AND CLOSING DELIVERIES