Transactions and Documents at Closing Clause Samples
The "Transactions and Documents at Closing" clause defines the specific actions, exchanges, and paperwork that must be completed by the parties at the closing of a transaction. It typically outlines which documents need to be signed, delivered, or exchanged—such as deeds, bills of sale, or certificates—and may specify the order or conditions under which these steps occur. This clause ensures that all necessary legal and practical requirements are met at closing, thereby facilitating a smooth transfer of ownership or interests and minimizing the risk of disputes or incomplete transactions.
POPULAR SAMPLE Copied 1 times
Transactions and Documents at Closing. (a) At the Closing:
(i) Sellers shall convey to Purchaser the Interests, free and clear of any and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3), and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power");
(ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreement;
(iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement;
(iv) At the Closing, Sellers shall deliver to Purchaser:
(A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser;
(B) certified copies of the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each as amended to date;
(C) written resignations of all of the managers and officers of Metal Resources;
(D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness;
(E) each of the consents as set forth on Schedule 3.6;
(F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware;
(G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied;
(H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and
(v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers:
(A) the Initi...
Transactions and Documents at Closing. (a) At the Closing:
(i) Seller shall convey to Purchaser all of the Transferred Assets, free and clear of any and all Liens except the lessor's interest in the IDB Lease, and in furtherance thereof has delivered to Purchaser (x) an Assignment and ▇▇▇▇ of Sale in the form of Exhibit A with respect to the Transferred Assets other than the Owned Real Property, (y) a General Warranty Deed in the form of Exhibit B with respect to the Owned Real Property, and (z) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance and certificates as Purchaser and its legal counsel shall reasonably request;
(ii) upon such delivery by Seller, Purchaser shall pay the cash portion of the Purchase Price (i) first, by wire transfer to Lenders of immediately available funds in an amount sufficient to pay all Company Indebtedness due to Lenders (but only to the extent that Seller has not otherwise satisfied the Company Indebtedness and provided evidence thereof satisfactory to Purchaser), and (ii) the excess, if any, next by paying the remaining portion thereof by wire transfer of immediately available funds to a bank account in the continental United States as advised in writing by Seller to Purchaser; and
(iii) Purchaser shall assume the Assumed Liabilities by delivering to Seller an Instrument of Assumption in the form of Exhibit C.
(b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective.
(c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, convey- ances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its transferees, successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.
Transactions and Documents at Closing. (a) At the Closing, the Seller shall deliver to Purchaser certificates evidencing the CTSI Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and upon such delivery Purchaser shall: (i) pay to the Seller the Purchase Price Cash Component; (ii) deliver to the Seller the Promissory Note; and (iii) deliver to the Seller the Parent Common Stock contemplated by Section 2.04, All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).
(b) From time to time and at any time, at either Party's reasonable request, whether on or after the Closing Date, and without further consideration, the Parties shall execute and deliver such further documents and instruments of conveyance and transfer and shall take such further reasonable actions as may be necessary or convenient to transfer and convey to Purchaser all of the Seller's right, title and interest in and to the CTSI Shares, free and clear of any and all liens, claims, charges and encumbrances, or as may otherwise be necessary or convenient to carry out the intent of this Agreement.
Transactions and Documents at Closing. At the Closing, subject to payment of the Purchase Price in accordance with this Agreement, Seefracht shall: (i) deliver to Buyer the share certificates representing the Seefracht Shares, and (ii) execute and deliver such instruments of transfer for the Seefracht Shares as shall be customary under English law; in each case as necessary to vest in Buyer good and marketable title to the Seefracht Shares, free of all Liens.
Transactions and Documents at Closing. (a) Parent and Purchaser's Deliveries. At the Closing, Parent and Purchaser shall remit the Stock Consideration, and shall execute and deliver to the Company the documents described in the DISCLOSURE SCHEDULES. Remission of the Stock Consideration shall be deemed to have been made if the Parent causes a letter of instruction to be transmitted to the Parent's transfer agent and registrar at the Closing instructing such transfer agent and registrar to issue a certificate representing the Stock Consideration, and mail the same to the Escrow Agent to hold in accordance with the Escrow Agreement.
Transactions and Documents at Closing. (a) At the Closing: (i) the Parties shall cause to be delivered to the Secretary of State of the State of Delaware duly executed and verified copies of the Certificate of Merger as required by the DGCL to effect the Merger, and take such further actions as may be required by the DGCL to make the Merger effective upon the terms and subject to the conditions set forth in this Agreement; and (ii) the Parties shall use reasonable efforts to deliver to each other the respective agreements, legal opinions and other documents and instruments specified herein, including, but not limited to, the documents and instruments specified in Article VII hereof to be delivered as a condition precedent to Closing.
Transactions and Documents at Closing. At the Closing, subject to payment of the Purchase Price in accordance with this Agreement, the Shareholders shall: (i) deliver to Buyer the share certificates representing the THL Shares, and (ii) execute and deliver such instruments of transfer for the THL Shares as shall be customary under English law; in each case as necessary to vest in Buyer good and marketable title to the THL Shares, free of all Liens. In addition, the Shareholders shall carry out and comply with the closing procedures and requirements set forth in Schedule 3.1.
Transactions and Documents at Closing. Upon signing this Agreement, each Stockholder has surrendered its Exchange Shares, together with an executed stock power, to be held in escrow by Merrill Lynch as representative of the Underwriters until completio▇ ▇▇ ▇▇e ▇▇▇▇ring. Immediately following the closing of the Offering, Merrill Lynch shall release the Exchange Shares from escrow to the ▇▇▇▇▇▇▇ ▇▇▇ ▇he Company shall issue and deliver to each Stockholder a certificate for the Shares specified on Annex I. If the Purchase Agreement is terminated or the closing of the Offering does not occur prior to July 31, 2004, Merrill Lynch shall release the Exchange Shares to the Stockholders.
Transactions and Documents at Closing. At the Closing, Assignor shall deliver to Assignee the stock certificate representing the Shares, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank.
Transactions and Documents at Closing. (a) Seller shall deliver to the Purchaser certificates representing the Shares, duly endorsed for transfer, with signatures guaranteed by a bank or trust company and all required stock transfer stamps, if any, affixed, in each case free and clear of all Liens.
(b) Purchaser shall pay to Seller the Purchase Price by wire transfer of immediately available federal funds to the demand deposit account in the United States designated by Seller to Purchaser at least three (3) Business Days prior to the Closing Date.
(c) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).
(d) From time to time and at any time, at any party's reasonable request, whether on or after the Closing Date, and without further consideration, each party shall execute and deliver such further documents and instruments of conveyance, assignment, and transfer and shall take such further reasonable actions as may be reasonably necessary or desirable to carry out the intent of this Agreement.