Transfers at Closing Sample Clauses
The "Transfers at Closing" clause defines the specific assets, rights, or interests that are to be transferred from one party to another at the moment the transaction is finalized. Typically, this clause outlines which items—such as property titles, intellectual property rights, or inventory—will change ownership, and may detail the timing and conditions under which these transfers occur. Its core practical function is to ensure both parties have a clear understanding of what is being transferred and when, thereby reducing the risk of disputes and ensuring a smooth transition at closing.
Transfers at Closing. At the Closing, WESTERN Shareholders shall transfer their WESTERN Shares to SOOUM and SOOUM shall transfer to the WESTERN Shareholders certificates representing shares of SOOUM in the amounts and types delineated in Schedule 1.01 attached hereto. At the Closing, WESTERN Shareholders shall deliver to SOOUM certificates representing the WESTERN Shares and/or such other documentation evidencing their Ownership Interest in WESTERN, as called for herein.
Transfers at Closing. At the Closing, the Seller shall transfer its JGE share certificates to MCA and MCA shall transfer certificates for 19,000,000 MCA Shares to JGE in accordance with Section 1.01 above. At the Closing the Seller shall deliver to MCA such other documents as called for herein; and at the Closing, MCA shall deliver to Seller such other documents as called for herein.
Transfers at Closing. At the Closing, the Seller shall transfer its share certificates of YIL, GSHS and GYTC to ZZLL and ZZLL shall issue its share certificates for 12,000,000 ZZLL Shares to Seller in accordance with Section 1.01 above. At the Closing, the Seller shall deliver to ZZLL such other documents as called for herein; and at the Closing, ZZLL shall deliver to Seller such other documents as called for herein.
Transfers at Closing. At the Closing, Ricky's Shareholders shall transfer their share certificates in the Ricky's Group Corporations to Syprus and Syprus shall transfer certificates for 19,300,000 Shares of Syprus Common Stock plus 700,000 shares issued from the authorized capital stock of the corporation to Ricky's Shareholders in accordance with Section 1.01 above. At the Closing, Ricky's Shareholders shall deliver to Syprus such other documents as called for herein. Simultaneously at the closing, the Syprus shareholders shall deliver the shares described in Section 1.01 above to Syprus for redemption. Such shares shall thereafter be returned to authorized but unissued status.
Transfers at Closing. Subject to adjustment as set forth in this Agreement, the consideration for the purchase of the Units and the assumption of the Assumed Liabilities is the Company Assets on the Closing Date, including but not being limited to the following assets transferred from Seller: (i) cash to Cumberland in an amount equal to Twenty Million and 00/100 Dollars ($20,000,00.00) (the “Closing Cash”), plus (ii) existing surety bond cash collateral in the amount of Thirty Million and 00/100 Dollars ($30,000,00.00) relating to the Company Permits (“Surety Bond Cash Collateral”), which is held by Seller’s surety bonding company for the benefit of Seller and the Companies and will be transferred from Seller’s surety bond company to Buyer’s and Companies’ surety bonding company on the Closing Date, as set forth in Section 2.02(f), and which Closing Cash shall be delivered from Seller to Cumberland prior to the Closing Date by wire transfer in readily available funds pursuant to wiring instructions provided to Seller by Buyer (and which Closing Cash shall remain and be in Cumberland’s bank account as of the Closing).
Transfers at Closing. Simultaneous with the execution of this Agreement and as a condition to Seller’s obligation to deliver the Loan File to Buyer, Buyer will:
(a) pay the full Purchase Price to Seller in such manner described in Section 2.2; and
(b) deliver to Seller a release executed by Borrower in the form attached as Exhibit D (the “Release”).
Transfers at Closing. At the Closing, the Seller shall transfer his/its share certificates of LZIC to the Buyer and the Buyer shall issue to Seller its share certificates for 1,916,902,738 of Buyer’s Shares in accordance with Section 1.01 above. At the Closing, the Seller shall deliver to the Buyer such other documents as called for herein to assure that proper title is transferred to the Seller’s shares; and at the Closing, the Buyer shall deliver to Seller such other documents as called for herein.
Transfers at Closing. At Closing:
(a) Seller and Purchaser shall execute and deliver to each other a completed ▇▇▇▇ of Sale, Receipt, and Assignment and Assumption Agreement, in the form mutually agreed upon by Purchaser and Seller, covering all of the Assets and the Assumed Liabilities, duly executed by Seller and Purchaser.
(b) Seller and Purchaser shall execute and deliver to each other a completed Assignment and Assumption of Lease, in the form mutually agreed upon by Purchaser and Seller, covering each of the real property leases for the Seller Facilities, duly executed by Seller and Purchaser.
(c) Seller shall execute and deliver to Purchaser a completed Assignment of Trademarks, in the form mutually agreed upon by Purchaser and Seller, covering the registered trademarks or service marks included in the Assets, duly executed by Seller.
(d) Seller shall deliver to Purchaser such other articles of transfer, assignments, licenses, and such other instruments of transfer and conveyance, each duly executed by Seller, as shall be reasonably necessary or appropriate to vest in Purchaser good and indefeasible title to the Assets, free and clear of all Encumbrances other than Permitted Encumbrances and to comply with the purposes and intent of this Agreement.
(e) Seller shall deliver to Purchaser releases of all Encumbrances relating to the Assets (except for Permitted Encumbrances), duly executed by each respective lien holder.
(f) Seller or Shareholder and Axtive shall execute and deliver to each other the Registration Rights Agreement.
(g) Seller and Shareholder shall deliver to Purchaser the various certificates, instruments, and documents set forth in Section 9.1;
(h) Axtive and Purchaser shall deliver to Seller the various certificates, instruments, and documents set forth in Section 9.2;
(i) Purchaser shall deliver to Seller the Purchase Price as provided in Section 3.2.
(j) Seller or Shareholder and Purchaser shall execute and deliver to each other the Escrow Agreement.
Transfers at Closing. The Cash Portion of the Value, plus such additions and credits as provided in this Agreement and less such deductions and credits as provided in this Agreement, shall be paid by wire transfer at Closing to an account designated by the Transferor at least three (3) business days prior to the Closing, and the HPP Unit Value will be exchanged by delivery to the Transferor of the certificates representing the HPP Units at or within three (3) business days following the Closing.
Transfers at Closing. The transfer of the M-Tel Shares from M-Tel to the Buyer and the transfer of the Stripe Shares from Stripe to the Buyer shall occur at the Closing.