Upon the Closing Clause Samples
The "Upon the Closing" clause defines actions or obligations that become effective immediately when the closing of a transaction occurs. Typically, this clause specifies the transfer of assets, payment of purchase price, or the assumption of liabilities that are triggered at the moment the deal is finalized. Its core function is to clearly establish the precise point at which certain rights and responsibilities shift between parties, ensuring a smooth and unambiguous transition at closing.
Upon the Closing. If the Closing of the transactions contemplated by the Purchase Agreement occurs, then upon receipt of written instructions from the Buyer and the Seller, the Escrow Agent shall (i) deliver the Escrowed Property to the Seller, and (b) deliver the Interest not previously distributed pursuant to Section 3(c), if any, to the Buyer.
Upon the Closing. Buyer shall become a successor employer and shall assume all Liabilities and obligations under, and be bound by, the collective bargaining agreements listed on Section 8.4(j) of any Seller Disclosure Letter.
Upon the Closing. Shochet will transfer or assign to BlueStone all of its furniture, fixtures and telephone and computer equipment relating to the properties covered by the Shochet Leases (the "Shochet Equipment") and all rights relating to the Shochet Equipment in accordance with this Section 5, except for such furniture, fixtures and telephone and computer equipment which are owned by Shochet Holding and not used in the operation of Shochet (the "Shochet Holding Equipment"), provided that the value of the Shochet Holding Equipment does not exceed 5% of all the value of the Shochet Equipment. A list of the Shochet Equipment and leases pertaining to any Shochet Equipment ("Shochet Equipment Leases") is set forth on Schedule 5(b) attached hereto. Shochet will provide BlueStone with a list of the Shochet Holding Equipment prior to the Closing Date.
Upon the Closing the nominee of the New Shareholder shall be appointed as a Director to the Board in accordance with Article 88 of the Company's Articles of Association, or by the convention of a regular or special meeting.
Upon the Closing. If the Closing of the transactions contemplated by the Stock Purchase Agreement occurs on or before June 30, 1996 (the "Target Date"), then upon receipt of written instructions from the Undersigned, the Depository shall disburse the Deposits to the Seller as a credit against the purchase price of the Shares as referenced in the Stock Purchase Agreement and shall disburse the Accrued Earnings to the Purchaser.
Upon the Closing. The Guaranty is a guarantee of payment and performance, and not of collection, and Acquiror acknowledges and agrees that this Guaranty is full and unconditional, and no release or extinguishment of Acquiror’s or its designees’ or assigns’ Liabilities (other than in accordance with the terms of this Agreement), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of this Guaranty. Guarantor hereby waives (i) any right to require Seller, as a condition of payment or performance by the Guarantor of the Guaranty, to proceed against Acquiror or pursue any other remedy whatsoever in the event that the Acquiror fails to perform its obligations under Section 1.09 of this Agreement, and (ii) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate guarantors or sureties.
Upon the Closing. Buyer and HP will own One Hundred Percent (100%) of the partnership interests in the Partnership.
Upon the Closing. Buyer shall be the legal and beneficial owner of all accounts receivable and all accounts payable created during the Interim Period, including the proceeds thereof.
(i) If the Interim Period Cash Flow Statement indicates that, during the Interim Period, the cash inflows exceeded the cash outflows, Seller shall deliver to Buyer the dollar amount of such excess. Such payment shall be made within five (5) Business Days of the final determination of the Interim Period Cash Flow Statement, in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by Seller prior to the due date thereof.
(ii) If the Interim Period Cash Flow Statement indicates that, during the Interim Period, the cash outflows exceeded the cash inflows, Buyer shall deliver to Seller the dollar amount of such excess. Such payment shall be made within five (5) Business Days of the final determination of the Interim Period Cash Flow Statement, in cash in immediately available funds by wire transfer to a bank account or bank accounts designated in writing by Buyer prior to the due date thereof.
Upon the Closing. (i) the Company shall deliver a stock certificate or certificates to the Investor representing the Bridge Shares (which shall include the Conversion Shares resulting from the Conversion) in the denominations and registered in the name of the Investor or such other Affiliates of the Investor as designated in writing by the Investor not later than three (3) Business Days prior to the Closing;
(ii) the Company shall deliver to the Investor the World Equity Consideration and any other payments under Section 7.08 hereof;
(iii) the Investor shall deliver to the Company a termination letter under each of the Term Loan and the Bridge Loan, respectively;
(iv) the Investor shall pay to the Company the Remaining Payment;
(v) the Investor shall deliver to the Company a stock certificate or certificates representing the World Equity; and
(vi) all deliveries required to satisfy the conditions set forth in Article V hereof shall have been made.
Upon the Closing the Company and Merger Sub will file a certificate of merger with the Secretaries of State of the States of New Jersey and Delaware and make all other filings or recordings required by New Jersey and Delaware law in connection with the Merger. The Merger will become effective at such time as the certificates of merger are filed with the Secretaries of State of the States of New Jersey and Delaware or at such later time as is specified in the certificates of merger (the "Effective Time").