Transaction at Closing Clause Samples

The 'Transaction at Closing' clause defines the specific actions, exchanges, and obligations that must occur at the formal completion of a deal, typically referred to as the closing. This clause outlines what each party must deliver or perform at closing, such as transferring funds, signing documents, or handing over assets. By clearly specifying these requirements, the clause ensures that all parties understand their responsibilities at the critical moment of finalizing the transaction, thereby reducing the risk of misunderstandings or incomplete performance.
Transaction at Closing. (a) Possession of the ▇▇▇▇▇▇▇▇▇'▇ Crossing Premises and ▇▇▇▇▇▇ ▇▇▇▇ Premises shall be given by Seller to Buyer at Closing by: i) assignment by Seller to Buyer of Seller's right under the Installment Sale Agreement to take title to the ▇▇▇▇▇▇▇▇▇'▇ Crossing Premises in the form attached hereto as Exhibit "C", Seller's notice to DCIDA of such assignment, Seller's prepayment of the unpaid balance due under the Installment Sale Agreement and cancellation of the Note and satisfaction of the mortgage and other security and delivery of the deed from DCIDA to Buyer to the ▇▇▇▇▇▇▇▇▇'▇ Crossing Premises. ii) execution by Seller and delivery to Buyer of a general or special warranty deed for the ▇▇▇▇▇▇ Hill Premises as Buyer may elect; iii) termination of all of the Lease Agreements between Seller as lessor and Buyer as lessee for the Real Property in the form attached hereto as Exhibit "D". iv) execution by Seller and delivery to Buyer of a ▇▇▇▇ of Sale and Assignment and Assumption Agreement for the personal property and executory contracts, if any, rights under insurance policies, and licenses and permits, if any, in the form of Exhibit "E" attached hereto; v) satisfaction of the liens, other than the Permitted Title Exceptions described in Section 9(a), encumbering any of the Real Property; and vi) execution by Seller and delivery to Buyer of such other deeds, bills of sale, assignment of rights under insurance policies, and other instruments of assignment as the Buyer may reasonably request and as may be necessary to vest in the Buyer Seller's title to all of the Real Property. (b) At Closing Buyer shall agree to indemnify, defend and save Seller harmless from all claims, liabilities, costs and expenses which may be asserted against Seller or which Seller may incur or suffer after settlement arising out of or with respect to the Real Property pertaining to periods of time or events before or after settlement. (c) At Closing Buyer shall deliver the Purchase Price to Seller in the manner described in Section 2. (d) At Closing, Seller shall deliver to Buyer such satisfactions and/or releases of mortgages and security interests from the various lenders holding liens and/or encumbrances on any of the Real Property, such that Buyer will receive title to the Real Property free and clear of any liens and encumbrances other than the Permitted Title Exceptions (as defined in Section 9(a) below). (e) At Closing all of the "Apportionments" described in Section 8 shall be mad...
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Transaction at Closing. At the Closing, after counterparts of this Agreement have been executed and delivered by all Parties, each of the following transactions shall occur, (or shall previously occurred) which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 1.7.1 The Sellers shall deliver, or shall cause the Company to deliver, to the Buyer the following documents: (i) Share Transfer Deeds in respect of all the Shares of the Company owned by the Sellers. (ii) Approval of the Board of Directors of the Company to the transfer of the Shares. (iii) The resignation of the directors of the Company. (iv) Approval of the Income Tax Authorities to the exchange of the options of the Company’s employees; 1.7.2 The Buyer shall deliver to the Sellers the following documents: (i) Resolutions of the Shareholders Meeting of the Buyer to increase the share capital of the Buyer and resolutions of the Buyer’s Board of Directors approving the execution and performance of this Agreement including the issuance of the Buyer Shares, Warrants and Loan Shares and any other required corporate approvals according to US and Israeli law. (ii) Approval of the Office of the Chief Scientist and Investment Center. (iii) Approval of the Anti-Trust Controller, if required. (iv) Approval of Ministry of Communications as required under the Company’s license. (v) Approval of Bank Ha’Poalim B.M. to specify the Guarantees to specific loans and to cancel the Guarantees in accordance with an agreed upon repayment schedule of such loans. 1.7.3 The Buyer shall deliver to each of the Sellers its respective share certificate in connection with the Buyer Shares within fourteen days from the Closing.
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Transaction at Closing. At the Closing, the following transactions shall be effected: a. Shares: Sellers shall deliver to Buyer certificates representing all the Shares, in marketable form and without restrictions. Each of the stock certificates representing the Shares shall be duly endorsed to Buyer, or accompanied by a duly executed stock power in form sufficient to permit transfer of the Shares to Buyer.
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Transaction at Closing. At the CLOSING, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 12.3.1 The COMPANY shall deliver to PUBLICIS the following documents: (a) Resolutions of the COMPANY's Board of Directors, Shareholders Meetings and the Audit Committee approving the affiliation of the COMPANY with the PUBLICIS group and adopting the Affiliation Contract with PUBLICIS. (b) The Affiliation Contract with PUBLICIS duly executed by the COMPANY.
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Transaction at Closing. 11.1. Documents to be Delivered and Actions to be Taken by Seller. At the Closing (or as otherwise required) Seller shall deliver to Buyer the following: 11.1.1. A copy of resolutions of Seller authorizing the execution, delivery and performance of the Seller Documents by Seller and a certificate of an authorized officer of Seller dated the Closing Date that such resolutions were duly adopted, are in full force and effect and have not been amended or modified; 11.1.2. A Bill of Sale with respect to t▇▇ ▇essel; and
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Transaction at Closing. 13.1 DDS's Covenants at Closing. The Closing shall take place at the offices of MDSI at10:00a.m. on June 15, 1999 (the "Closing Date"), or at such other place and time as the parties shall mutually agree upon. DDS covenants and agrees that at Closing it shall: (a) Delivery and Issuance of DDS Shares: deliver to MDSI a share certificate in the name of MDSI representing the Purchased DDS Shares, and cause all necessary corporate action and proceedings of DDS to be taken to permit the due and valid authorization, allotment, issuance and registration of the Purchased DDS Shares to and in the name of MDSI;
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Related to Transaction at Closing

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Transactions at the Closing The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents have been delivered: (1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances. (2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser. (3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect to the sale of the Purchased Shares hereunder. The Purchaser shall deliver to the Seller, promptly following its receipt, any notice, demand or claim it receives from any taxing authority in respect of any tax due with respect to the Seller and its sale of the Purchased Shares. Without derogating from Seller's indemnification obligations as set forth above and the Purchaser's right to timely comply with any requirement made to it by a taxing authority, the Seller shall have the right (at its sole discretion and expense) to directly negotiate and settle any such tax requirement with the relevant taxing authority.

  • Funds at Closing Buyer and Seller agree that before the recording can take place, funds provided shall be in one (1) of the following forms: cash, interbank electronic transfer, money order, certified check or cashier’s check drawn on a financial institution located in the State, or any above combination that permits the Seller to convert the deposit to cash no later than the next business day.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Transactions to be Effected at the Closing (a) At the Closing, ParentCo shall deliver to the Transferors: (i) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule; (ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval; (iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b); (v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo; (vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement. (b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo: (i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo; (ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the boards of managers and the members of the Company evidencing authorization of the execution of this Agreement and the Transaction Documents to which each is a party and the consummation of the transactions contemplated hereby and thereby; (iii) resignation letters of all directors and managers of the Company that MedMen requests in writing at least two (2) Business Days prior to the Closing Date, except for such directors or managers who are reasonably required to remain in their roles to effectuate the Transfer of Cannabis Permits as provided in Section 8.20, subject to MedMen’s approval, such approval not to be unreasonably withheld; (iv) each of the Escrow Agreement and the Lock-Up Agreements executed by the Transferors’ Representative and the IL Medtech Lock-Up Agreement executed by IL Medtech; and (v) all other agreements, documents, instruments or certificates required to be delivered by Transferors or the Company at or prior to the Closing pursuant to Section 10.02 of this Agreement