Receipt of Closing Documents Clause Samples
The 'Receipt of Closing Documents' clause establishes the requirement that all necessary documents related to the closing of a transaction must be delivered to and received by the relevant parties, typically before the transaction can be finalized. In practice, this means that items such as deeds, title transfers, settlement statements, and any other required paperwork must be provided to the buyer, seller, or their representatives, often by a specified deadline. This clause ensures that all parties have the essential documentation to complete the transaction, thereby preventing misunderstandings or disputes about whether the closing requirements have been met.
Receipt of Closing Documents. The Company shall have received all of the closing documents referred to in Section 7.1 hereof.
Receipt of Closing Documents. All documents required to be delivered by the Vendor pursuant to this Agreement prior to or at Closing shall have been delivered to the Purchaser prior to or at Closing. The Purchaser shall be furnished with such certificates or other instruments of the Vendor as the Purchaser's Counsel considers necessary to effect the transfer of the Purchased Shares and to establish that the terms, covenants and conditions contained in this Agreement have been performed or complied with at or prior to Closing.
Receipt of Closing Documents. Nanotailor shall have received all of the closing documents referred to in Section 7.2 hereof.
Receipt of Closing Documents. Purchaser shall have received all of the closing documents referred to in Section 6.1 hereof.
Receipt of Closing Documents. All instruments of conveyance and other documentation relating to the transfer, assignment and sale of the Purchased Assets and the Purchased Shares including without limitation, assignments of the Contracts and the Intellectual Property (and consents thereto where required), bills of sale and documentation relating to the authorization and completion of the purchase and sale of the Purchased Assets and the Purchased Shares and the taking of all actions and proceedings (corporate or otherwise) on or prior to Closing in connection with the performance by the Purchaser and Travelbyus of their obligations under this Agreement shall be satisfactory to the Vendors and NAGE and their counsel, acting reasonably and the Vendors and NAGE shall have received copies of all such other documentation or other evidence as the Vendors and NAGE may reasonably request in order to establish the consummation of the transactions contemplated hereby by the Purchaser and Travelbyus, of all corporate proceedings in connection herewith and compliance with the terms, warranties and conditions hereof in form and substance and satisfactory to the Vendors and NAGE and their counsel acting reasonably.
Receipt of Closing Documents. Aero shall have received all of the closing documents referred to in Section 9.1 hereof.
Receipt of Closing Documents. All documentation related to the completion of the Transactions will be reasonably satisfactory to Scorpio Gold and Scorpio Sub and Scorpio Gold and Scorpio Sub will have received from Royal Standard and Manhattan all such documentation or other evidence (including the deliveries set out in Section 3.3) as they may reasonably request in order to: (i) establish the taking of all necessary actions and proceedings in connection with the Transactions; and (ii) the completion of the Transactions.
Receipt of Closing Documents. All documentation related to the completion of the Transactions will be reasonably satisfactory to CCI and CCI will have received from MetalQuest all such documentation or other evidence, including the deliveries set out in Section 3.3 as it may reasonably request in order to: (i) establish the taking of all necessary actions and proceedings in connection with the Transactions; and (ii) the completion of the Transactions.
Receipt of Closing Documents. All actions and proceedings taken on or prior to First Closing in connection with the performance by 724 and Blue Sky of their respective covenants and obligations under this Agreement shall be satisfactory to BMO acting reasonably, and BMO shall have received copies of the Closing Documents and all such documentation or other evidence as it may reasonably request in connection with First Closing in form (as to certification and otherwise) and substance satisfactory to BMO. Closing Documents to be delivered by 724 and/or Blue Sky for First Closing shall include:
(a) this Agreement;
(b) the Technology Licence Agreement;
(c) the Shareholders Agreement;
(d) the Employment Agreements;
(e) a share certificate representing the 1998 Shares;
(f) the Escrow Agreement;
(g) an opinion of counsel for 724 and Blue Sky in form and substance satisfactory to BMO (in giving such opinion, counsel to 724 and Blue Sky may rely on certificates of senior officers of 724 and Blue Sky, respectively (provided such certificates are provided with the opinion) as to factual matters); and
(h) all such other Closing Documents contemplated under this Agreement or as may be reasonably required by BMO in respect of First Closing.
Receipt of Closing Documents. (a) The Purchaser shall have delivered to the Vendors:
(i) the Promissory Note in accordance with Section 2.3(a)(iii);
(ii) a certificate dated within 2 days before the Closing Date from the appropriate office of the jurisdiction of organization of the Purchaser, certifying that the Purchaser is validly existing and in good standing under the laws of such jurisdiction;
(iii) a certificate of a senior officer of the Purchaser (in such capacity and without personal liability), in form and substance reasonably satisfactory to the Vendors certifying: (i) as to the articles of the Purchaser; (ii) that the board of directors (and, if required, shareholders) of the Purchaser has adopted resolutions (in a form attached to such certificate) authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein, which resolutions are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (iii) as to the incumbency and signatures of the officers of the Purchaser executing this Agreement and the other transaction documents contemplated herein;
(iv) the Indemnity Escrow Agreement duly executed by the Purchaser;
(v) the Release Escrow Agreement duly executed by the Purchaser;
(vi) such other documents as may be reasonably necessary and consistent with the terms of this Agreement in order to complete the transactions contemplated herein; and
(vii) the Side Letter Agreement duly executed by the Purchaser.
(b) The Purchaser shall deliver to the Escrow Agent certificates representing the Consideration Shares in accordance with Article II. If any of the foregoing conditions in this Article IX have not been fulfilled by Closing, the Vendors may terminate this Agreement by notice in writing to the Purchaser, in which event the Vendors are released from all of their obligations under this Agreement, and unless the Vendors can show that the condition relied upon could easily have been performed by the Purchaser, the Purchaser is also released from all of its obligations under this Agreement. Notwithstanding the foregoing, the Vendors may waive compliance with any condition in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of non-fulfillment of any other condition, in whole or in part, to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement.