The Vendor’s Closing Documents Clause Samples

The Vendor’s Closing Documents clause defines the specific documents and materials that the vendor is required to deliver at the closing of a transaction. Typically, these documents may include executed transfer instruments, title documents, consents, and any other paperwork necessary to complete the sale and transfer ownership or rights. By clearly listing these requirements, the clause ensures that all necessary legal and administrative steps are fulfilled, thereby facilitating a smooth and enforceable closing process.
The Vendor’s Closing Documents. At Closing, the Vendor and ▇▇▇▇▇▇▇▇, as applicable, shall deliver, or cause to be delivered, the following to Crown USA: (a) duly executed share transfer forms in favour of Crown USA together with all the issued share certificates representing the ▇▇▇▇▇▇▇▇ Shares duly endorsed for transfer to Crown USA and any necessary documents reasonably required by Crown USA to enable it to stamp or otherwise register the transfer of the ▇▇▇▇▇▇▇▇ Shares; (b) a certified true copy of the resolutions passed by the directors of ▇▇▇▇▇▇▇▇: (i) authorizing the execution and delivery by ▇▇▇▇▇▇▇▇ of this Agreement and all documents required to be executed and delivered by ▇▇▇▇▇▇▇▇ pursuant to this Agreement, and the consummation of the transactions contemplated thereby; (ii) approving the transfer of the ▇▇▇▇▇▇▇▇ Shares to Crown USA; (iii) approving the cancellation of the old share certificate issued in the name of the Vendor representing the ▇▇▇▇▇▇▇▇ Shares and the issue of a new share certificate in respect of the ▇▇▇▇▇▇▇▇ Shares in favour of Crown USA; and (iv) approving the entry into the register of shareholders of ▇▇▇▇▇▇▇▇, the name of Crown USA as the sole legal and beneficial owner of the ▇▇▇▇▇▇▇▇ Shares and the making of other entries into other corporate records of ▇▇▇▇▇▇▇▇ as may be necessary; (c) a certified true copy of the resolutions passed by the directors of the Vendor authorizing the execution and delivery by the Vendor of this Agreement and all documents required to be executed and delivered by the Vendor pursuant to this Agreement, and the consummation of the transactions contemplated thereby; (d) a certified true copy of the resolutions passed by the shareholder of the Vendor authorizing the execution and delivery by the Vendor of this Agreement and all documents required to be executed and delivered by the Vendor pursuant to this Agreement, and the consummation of the transactions contemplated thereby; (e) certificates of the Vendor and ▇▇▇▇▇▇▇▇ as specified in Sections 8.1(a) and (b) hereof as to the accuracy, as of the Closing Date, of the representations and warranties of the Vendor and ▇▇▇▇▇▇▇▇ and the performance of the covenants to be performed at or before Closing; (f) the minute books of ▇▇▇▇▇▇▇▇ and the Subsidiaries; and (g) all other documents and assurances as reasonably requested by Crown USA to effectively complete the Transaction.
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The Vendor’s Closing Documents. At Closing, the Vendor and ▇▇▇▇▇▇▇▇, as applicable, shall deliver, or cause to be delivered, the following to Crown USA: (a) duly executed share transfer forms in favour of Crown USA together with all the issued share certificates representing the ▇▇▇▇▇▇▇▇ Shares duly endorsed for transfer to Crown USA and any necessary documents reasonably required by Crown USA to enable it to stamp or otherwise register the transfer of the ▇▇▇▇▇▇▇▇ Shares; (b) a certified true copy of the resolutions passed by the directors of ▇▇▇▇▇▇▇▇:
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The Vendor’s Closing Documents. At the Closing, the Vendor will tender to Purchaser: (a) Certified copies of resolutions of the directors of Vendor in a form satisfactory to Purchasers, acting reasonably, authorizing: (i) the execution and delivery of this Agreement; (ii) the transfer of the Fresh Shares to, and registration of the Fresh Shares in the name of, Purchasers or their assignees, and issue of new share certificates representing the Fresh Shares in the name of Purchasers or their Assignees. (b) Share certificates registered in the name of Purchasers or their assignees, representing the Fresh Shares; (c) A certified copy of the register of members of Fresh showing Purchasers or their assignees as the registered owner of the Fresh Shares; (d) A promissory note to Fresh in the amount of $14,691.74 payable on or before October 31, 2012 duly executed by Vendor; (e) A certificate executed by the Vendor certifying that Purchasers conditions have been satisfied; (f) All corporate records and books of account of Fresh including minute books, share registers and annual reports;
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The Vendor’s Closing Documents. At the Closing, the Vendors will tender to Purchaser: (a) Certified copies of resolutions of the directors of Estate in a form satisfactory to Purchaser, acting reasonably, authorizing: (i) the execution and delivery of this Agreement; (ii) the transfer of the Estate Shares to, and registration of the Estate Shares in the name of, Purchaser, and issue of new share certificates representing the Estate Shares in the name of Purchaser. (b) Share certificates issued in the name of the Vendors representing the Estate Shares duly endorsed for transfer to Purchaser; (c) Share certificates registered in the name of Purchaser, representing the Estate Shares; (d) A certified copy of the register of members of Estate showing Purchaser as the registered owner of the Estate Shares; (e) A certificate executed by each of the Vendors certifying that Purchaser’ conditions have been satisfied; (f) All corporate records and books of account of Estate including minute books, share registers and annual reports, and a certificate of good standing; (g) Every common seal of Estate; and (h) The shares of DTS8 in the name of Estate.
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The Vendor’s Closing Documents. At the Closing, the Vendors will tender to Purchaser: (a) Certified copies of resolutions of the directors of Fresh in a form satisfactory to Purchaser, acting reasonably, authorizing: (i) the execution and delivery of this Agreement; (ii) the transfer of the Fresh Shares to, and registration of the Fresh Shares in the name of, Purchaser, and issue of new share certificates representing the Fresh Shares in the name of Purchaser. (b) Share certificates issued in the name of Estate representing the Fresh Shares; (c) A certified copy of the register of members of Fresh showing Purchaser as the registered owner of the Fresh Shares; (d) A certificate executed by each of the Vendors certifying that Purchaser’ conditions have been satisfied; (e) All corporate records and books of account of Fresh including minute books, share registers and annual reports, and a certificate of good standing; and (f) Every common seal of Fresh.
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The Vendor’s Closing Documents. At Closing, the Vendor shall deliver the following to the Purchaser all executed deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell and transfer the Property as contemplated by this Agreement, in such form and content as the Purchaser may require, acting reasonably;
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Related to The Vendor’s Closing Documents

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Closing Documents The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller; (ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A certificate of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (v) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (vii) A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller; (viii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading; (ix) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (x) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof; (xi) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

  • Other Closing Documents Buyer shall have received such other duly executed certificates, instruments and documents in confirmation of the representations and warranties of the Company or the Members or in furtherance of the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9