Transactions to be Effected at Closing Clause Samples
The "Transactions to be Effected at Closing" clause defines the specific actions, transfers, and deliverables that must occur simultaneously at the closing of a transaction. This typically includes the exchange of purchase price, delivery of legal documents, transfer of ownership or assets, and fulfillment of any final conditions precedent. By clearly outlining these steps, the clause ensures that all parties understand their obligations at closing, thereby reducing the risk of misunderstandings or incomplete performance at this critical stage of the deal.
Transactions to be Effected at Closing. At Closing, the following transactions shall be effected by the parties hereto:
(a) Buyers shall:
(i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) shall be paid by wire transfer to a bank account of Far East;
(ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively;
(iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and
(iv) deliver, or cause to be delivered, to Sellers’ Representative each of the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX.
(b) Sellers shall:
(i) pay, or cause to be paid, on behalf of the Target Companies, the Closing Transaction Expenses as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds;
(ii) pay, or cause to be paid, on behalf of the Target Companies or Target Subsidiaries (as applicable), as directed, all Closing Indebtedness to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds as specified in each Payoff Letter; and
(iii) deliver or cause to be delivered to Buyers’ Parent each of the documents, certificates and items required to be delivered by Sellers pursuant to Article VIII.
Transactions to be Effected at Closing. (a) At the Closing, the Seller or the Company shall deliver to the Buyer:
(i) an instrument of assignment with respect to the Units in the form attached hereto as Exhibit I, duly executed by the Seller;
(ii) evidence of the making or receipt (as applicable) of all of the notices and consents listed on Schedule 3.2(a)(ii);
(iii) evidence of the termination of each agreement set forth on Schedule 3.2(a)(iii), in each case, without any Liability to the Buyer, the Company or any of their respective Affiliates following the Closing;
(iv) the resignation letters (or other evidence of resignation) of those directors, managers and officers of the Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv);
(v) evidence of the repayment or other settlement by the Company of the Overdue Payables, in an amount not to exceed $2,000,000 in the aggregate;
(vi) a fully and properly completed IRS Form W-9 and a fully and properly executed California Form 590 (Exemption Withholding Certificate), duly executed by the Seller;
(vii) evidence of release and termination of all Liens on any assets of the Company or any of its Subsidiaries related to the JPM Credit Agreement; and
(viii) the Transaction Documents (other than this Agreement), duly executed by each party thereto other than the Buyer and any of its Affiliates.
(b) The Buyer shall:
(i) pay to the Seller, within one (1) Business Day of the Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Seller at least two (2) Business Days before the Closing Date, an amount equal to the Estimated Purchase Price payable pursuant to Section 2.1;
(ii) pay, or cause to be paid, within one (1) Business Day of the Closing Date, on behalf of the Company, the Seller Transaction Expenses by wire transfer of immediately available funds or as otherwise directed by the Seller; and
(iii) at the Closing, deliver to the Seller, the Transaction Documents (other than this Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any such Affiliates.
Transactions to be Effected at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(i) the item referred to in Section 7.2(c), appropriately executed;
(ii) a duly executed B▇▇▇ of Sale, substantially in the form attached hereto as Exhibit B (the “B▇▇▇ of Sale”); and
(iii) a copy of the joint FDA notification cover letter and the Seller transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Seller transfer acknowledgement letter shall be in the form of Exhibit C-1 and Exhibit C-2, respectively, or such other form as the FDA may require as of the Closing Date.
(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(i) the item referred to in Section 7.3(c), appropriately executed;
(ii) a duly executed B▇▇▇ of Sale;
(iii) payment of the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer, such designation to occur at least three (3) Business Days prior to the Closing Date; and
(iv) a copy of the joint FDA notification cover letter and the Buyer transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Buyer transfer acknowledgement letter shall be in the form attached hereto as Exhibit C-1 and Exhibit C-3, respectively, or such other form as the FDA may require as of the Closing Date.
(c) On the Closing Date, Buyer and Seller shall submit the fully executed FDA Notification Package to the FDA.
Transactions to be Effected at Closing. At the Closing:
(a) The Seller shall surrender to the Purchaser the Note accompanied by a duly executed bond power in the form of Attachment I to the Note endorsed in blank, and the Purchaser shall deliver the Purchase Price to the Seller in accordance with Section 1.1 by wire transfer of immediately available funds to an account previously specified in writing by the Seller.
(b) The Seller shall deliver to the Company and its counsel, an opinion from Seller's counsel (a copy of which shall be provided to the Purchaser), addressed to the Company, that the sale of the Note by the Seller to the Purchaser may be made as contemplated by this Agreement without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on Rule 144(k) promulgated thereunder and that a replacement Note may be issued to the Purchaser without restrictive legends under the Act (the "New Note").
(c) The Seller shall deliver, or cause to be delivered, to the Purchaser written confirmation from the Company that it will deliver the New Note to the Purchaser promptly following the Closing, without any restrictive legend under the Act.
(d) The Seller shall have complied in all material respects with all covenants in the Note relating to the transfer of the Note. Without limiting the generality of the foregoing, the Seller shall have endorsed on the Note the amount of principal, if any, paid thereon and the last date to which interest has been paid thereon and shall have notified the Company of the sale of the Note to the Purchaser, all in accordance with Section 1.1 of the Note.
(e) Each of the parties shall execute and deliver to the other parties hereto such other documents or instruments as any party hereto reasonably requests to effect the transactions contemplated hereby.
Transactions to be Effected at Closing. (a) Seller will deliver or cause to be delivered to Buyer each of the following items, in each case appropriately executed:
(i) the Assignment and Assumption Agreement;
(ii) the ▇▇▇▇ of Sale;
(iii) the Assignment of Intellectual Property;
(iv) original stock certificates for the Seller Subsidiaries (as defined in Section 5.13), along with an original stock power executed in blank;
(v) all Contracts, Receivables, Books and Records, Furniture and Equipment Inventory and Claims being assigned or transferred pursuant to the Assignment and Assumption Agreement, ▇▇▇▇ of Sale and Assignment of Intellectual Property, other than the Excluded Assets;
Transactions to be Effected at Closing. (a) At the Closing, upon the terms and subject to the conditions of this Agreement, PDC shall sell to Buyer and Buyer shall purchase from PDC the Cross Purchase Class B Units and, in exchange therefor, Buyer shall (a) enter into that certain Tax Receivable Agreement with PDC, in the form attached hereto as Exhibit A (the “Tax Receivable Agreement”), (b) issue to PDC 481,601.2 shares of Series A voting preferred stock of Buyer, par value $0.0001 per share, with such terms and conditions as set forth in the Certificate of Designation (such series, the “Buyer Series A Voting Preferred Stock”) and (c) issue to PDC, to the extent it becomes due and payable in accordance with Section 1.3, the Contingency Consideration (as defined in Section 1.3). Immediately upon receipt of the Cross Purchase Class B Units acquired in accordance with this Section 1.2, Buyer shall surrender such Cross Purchase Class B Units to Appleton for cancellation and, upon its receipt thereof, Appleton shall issue to Buyer the Cross Purchase Class A Units.
(b) Buyer and PDC shall use their commercially reasonable efforts to make the Cross Purchase Class B Units Determination within fifteen (15) days of the date of this Agreement and, lacking such agreement, the matter shall be referred to an independent mutually acceptable valuation firm with experience in valuing similar assets, which firm shall make such determination at least three (3) days prior to the First Closing; provided that any such determination made by such valuation firm shall not value the Cross Purchase Consideration outside the range of values proposed in good faith by the parties.
Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties:
(a) The Seller shall and, to the extent applicable, shall cause its Affiliates to:
(i) deliver to the Purchaser a duly executed ▇▇▇▇ of sale in the form of Exhibit A (the “▇▇▇▇ of Sale”);
(ii) deliver to the Purchaser a certificate stating that the Seller (or, if the Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner) is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise executed in accordance with, Treasury Regulations Section 1.1445-2(b)(2); and
(iii) deliver or cause to be delivered to the Purchaser a duly executed Assignment and Assumption Agreement in the form of Exhibit B (the “Assignment and Assumption Agreement”).
(b) The Purchaser shall:
(i) pay to the Seller by wire transfer of immediately available funds to a bank account designated in writing by the Seller an amount equal to the Purchase Price;
(ii) deliver to the Seller (or one of its Affiliates, if applicable) the duly executed ▇▇▇▇ of Sale; and
(iii) deliver to the Seller (or one of its Affiliates) the duly executed Assignment and Assumption Agreement.
Transactions to be Effected at Closing. (a) Seller and World will deliver or cause to be delivered to Buyer each of the following items:
(i) the License Agreement, appropriately executed by Seller and World;
(ii) all items and documentation required to effectuate the transfer of the Purchased Assets from Seller to Buyer on the Closing Date;
(iii) Seller Officer’s Certificate dated as of the Closing Date;
Transactions to be Effected at Closing. Subject to the terms and conditions of this Agreement, at 9:00 a.m. (Reno time) on the Closing Date, Seller shall sell and convey to Buyer, and Buyer shall purchase for the consideration described below, free and clear of all Encumbrances, Seller’s entire membership interest in the Company (the “Interest”):
Transactions to be Effected at Closing. At the Closing:
(a) The Sellers shall surrender to the Purchasers the certificate or certificates in their possession representing the Series F Preferred Stock and Common Stock owned by the Sellers.
(b) The Sellers shall surrender to the Purchasers or, at the Purchasers' direction, the Company, the Warrants in their possession.
(c) The Sellers shall surrender to the Purchasers such evidence of the transfer of the Membership Interests as the Purchasers shall reasonably request (it being understood that the Membership Interests are uncertificated).
(d) The Sellers shall provide a notice to the Purchasers for delivery to the Company in form and substance reasonably satisfactory to the Purchasers including (i) notice of the transactions contemplated hereby, (ii) the items contained in Section 2.3, and (iii) instructions to deliver any certificate or certificates representing the Series F Preferred Stock and Common Stock or Warrants owned by the Sellers not in the Sellers' possession to the Purchasers.
(e) The Purchasers shall deliver the Purchase Price to the Sellers in accordance with Section 1.1.
(f) Each of the parties shall execute and deliver to the other parties hereto such other documents or instruments as any party hereto reasonably requests to effect the transactions contemplated hereby.