Proceedings at Closing Clause Samples

Proceedings at Closing. On the Closing Date, the Closing shall take place as follows: (a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller: (i) a Special Warranty Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and the Improvements; (ii) a ▇▇▇▇ of Sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying the Personalty; (iii) an Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”); (iv) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”; (v) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”; (vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and (vii) the Settlement Statement. (b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control): (i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished; (ii) The originals of the Permits, if any; (iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and othe...

Proceedings at Closing. All actions to be taken and all documents to be executed and delivered by the Company in connection with the consummation of the transactions contemplated at the Closing shall be reasonably satisfactory in form and substance to Purchaser and its counsel, and all actions to be taken and all documents to be executed and delivered by Purchaser in connection with the consummation of the transactions contemplated at the Closing shall be reasonably satisfactory in form and substance to the Company and its counsel. All actions to be taken and all documents to be executed and delivered by all parties hereto at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no action shall be deemed taken nor any document executed or delivered until all have been taken, executed, and delivered.

Proceedings at Closing. All actions to be taken and all documents to be executed and delivered by the Company in connection with the consummation of the transactions contemplated at the Closing shall be reasonably satisfactory in form and substance to Purchasers Representatives and their counsel, and all actions to be taken and all documents to be executed and delivered by Purchasers in connection with the consummation of the transactions contemplated at the Closing shall be reasonably satisfactory in form and substance to the Company and its counsel. All actions to be taken and all documents to be executed and delivered by all parties hereto at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no action shall be deemed taken nor any document executed or delivered until all have been taken, executed, and delivered. At the Closing, (i) the Company shall deliver to Purchasers the items in Section 7.1 and (ii) Purchasers shall deliver to the Company the items described in Section 7.2.

Proceedings at Closing. All acts and proceedings to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and, except as permitted hereunder, no acts or proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered; provided, however, that, if the Closing occurs, the Closing, and the transactions contemplated by this Agreement to occur at the Closing, shall be deemed to have occurred, and be effective, simultaneously with the AHD Sale and immediately prior to the record time for the AHD Distribution.

Proceedings at Closing. All acts and proceedings to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and, except as permitted hereunder, no acts or proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered; provided, however, that, if the Closing occurs, the Closing, and the transactions contemplated by this Agreement to occur at the Closing, shall be deemed to occur as follows: (a) the Purchased Entity Restructuring (to the extent not completed prior to the Closing) shall be deemed to occur before the Sale; (b) the Sale (including the payment of the Consideration), the AHD LPA Amendment, the New AHD Equity Plan Adoption, the AHD GP Contribution and the AHD Note Repayment shall be deemed to occur simultaneously; (c) the AHD Unit Sale shall be deemed to occur immediately after the Sale; (d) the record time for purposes of determining the shareholders of record of Atlas entitled to receive AHD Common Units in the AHD Distribution shall be immediately after the AHD Unit Sale (the “Record Time”); and (e) the AHD Distribution shall be deemed to occur immediately after the Record Time and immediately before the effective time of the Merger.

Proceedings at Closing. All proceedings to be taken and any documents to be executed and delivered by any of the parties at the Closing shall be deemed to have been taken, executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. Upon Purchaser’s written request to Seller, Seller may, in its sole and absolute discretion, extend the date of the Closing for up to an additional thirty (30) day period.

Proceedings at Closing. All proceedings to be taken and all documents to be executed and delivered by Parent or Sub in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to MLP. All proceedings to be taken and all documents to be executed and delivered by MLP and the GP Entities in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Parent. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken, executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Proceedings at Closing. 9.2.1 All proceedings taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor documents executed or delivered until all have been taken, executed and delivered. 9.2.2 At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser the following: (a) an appropriately executed general assignment and bill ▇▇ sale in the form attached hereto as Exhibit H ("Bill of Sale") and such deeds, assignments and other instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel; (b) such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement; (c) The certificate referred to in Section 6.1 hereof; (d) The opinion of counsel for the Seller referred to in Section 6.3 hereof; (e) McGe▇ ▇▇▇ll deliver payment for any shares purchased pursuant to Section 1.8.5; (f) McGe▇ ▇▇▇ll execute and deliver the Option Agreement as referred to in Section 1.8.4 hereof. 9.2.3 At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following: (a) The Purchase Price, in the form of the Purchaser's certified check in the amount as set forth in Section 1.8.1; (b) The certificate referred to in Section 7.1 hereof; (c) The opinion of counsel for the Purchaser referred to in Section 7.3 hereof; (d) The certified resolutions referred to in Section 7.5 hereof; (e) To McGe▇ ▇▇▇tificates for any shares of stock which McGe▇ ▇▇▇ elected to purchase pursuant to Section 1.8.5 hereof; and (f) To McGe▇ ▇ ▇uly executed Option Agreement as referred to in Section 1.8.4 hereof.

Proceedings at Closing. On the Closing Date, the ---------------------- Closing shall take place as follows: (a) Seller shall deliver to Buyer the following documents and instruments, duly executed by or on behalf of Seller: (i) a Limited Warranty Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as EXHIBIT "F", conveying the Land and the Improvements; (ii) a ▇▇▇▇ of Sale with limited warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as EXHIBIT "G", conveying the Personalty; (iii) an Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as EXHIBIT "H", transferring and assigning the Assigned Service Agreements, the Warranties, the Permits, the Impact Fee Credits; (iv) a Seller's Affidavit, in the form of, and on the terms and conditions set forth in, that attached hereto as EXHIBIT "I", with respect to the Property; (v) if Seller is not a Foreign Person, a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as EXHIBIT "J"; (vi) a Certificate and Affidavit as to whether (A) Seller is a resident of the State of Georgia (as defined in O.C.G.A. Section 48-7-128(a), or (B) Seller is deemed to be a resident of the State of Georgia pursuant to O.C.G.A. Section 48- 7-128, or (C) the sale of the Property by Seller is otherwise exempt from the withholding requirements of O.C.G.A. Section 48-7-128, in the form of, and on the terms and conditions set forth in that attached hereto as EXHIBIT "K"; (vii) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as EXHIBIT "L"; (viii) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Seller in this Agreement are true and correct in all material respects on and as of the Closing Date; and (ix) upon Buyer's request, a quitclaim deed conveying all of Seller's right, title and interest in and to the Property in accordance with the legal description prepared from the survey of the Land to be obtained pursuant to this Agreement. (b) Seller shall deliver to Buyer the following items (to the extent such items are in the possession or under the control of Seller or Seller's family, agents or employees), if the same have not been theretofore delivered by Seller to Buyer: (...