VENDOR’S OBLIGATION AT CLOSING Clause Samples

The "Vendor’s Obligation at Closing" clause defines the specific duties and actions the seller must fulfill at the time the transaction is finalized. Typically, this includes delivering all necessary documents, transferring ownership or title, and ensuring that any agreed-upon conditions—such as repairs or clearances—are satisfied before the closing date. This clause ensures that the buyer receives what was promised in the contract and that the transfer of assets or property occurs smoothly, thereby reducing the risk of disputes or incomplete transactions.
VENDOR’S OBLIGATION AT CLOSING. At the Time of Closing, the Vendor shall: (a) deliver to the Corporation the signed resignations of the Vendor and the Vendor’s nominees, if any, as directors, officers and employees of the Corporation, as the case may be; (b) assign and transfer the Purchased Shares to the Purchaser and deliver the required share certificate(s) duly endorsed for transfer into the name of such Purchaser; (c) do all the things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser, free and clear of all Encumbrances; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a “non-resident” of Canada within the meaning of the Tax Act; and (e) deliver to the Corporation and the Purchaser a release by the Vendor and the Vendor’s nominees in their respective capacities as a director, officer, shareholder and employee of the Corporation of all claims against the Corporation and the Purchaser in their respective capacities as a shareholder, director, officer or employee of the Corporation, except for any claims which might arise out of the transactions of purchase and sale herein contemplated.
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VENDOR’S OBLIGATION AT CLOSING. At the Time of Closing, the Vendor shall: (a) assign and transfer the Purchased Interest to the Purchaser; (b) do all the things required in order to deliver good and marketable title to the Purchased Interest to the Purchaser, free and clear of all Encumbrances; (c) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a “non-resident” of Canada within the meaning of the Tax Act; and (d) deliver to the Partnership and the Purchaser a release by the Vendor in the Vendor’s capacity as a Partner, employee and creditor of the Partnership of all claims against the Partnership and the Purchaser in the Vendor’s capacity as a Partner, employee or creditor of the Partnership, except for any claims which might arise out of the transactions of transfer and assignment, and acquisition, of a Partnership Interest herein contemplated.
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VENDOR’S OBLIGATION AT CLOSING. At the Time of Closing, the Vendor shall: (a) deliver to the Corporation the signed resignations of the Vendor and the Vendor’s nominees, if any, as directors, officers and employees of the Corporation, as the case may be; (b) assign and transfer the Purchased Shares to the Purchaser and deliver the required share certificate(s) duly endorsed for transfer into the name of such Purchaser; (c) do all the things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser, free and clear of all Encumbrances; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a “non-resident” of Canada within the meaning of the Tax Act; and
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Related to VENDOR’S OBLIGATION AT CLOSING

  • Seller’s Obligations at Closing At the Closing Seller shall:

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • Conditions of Investor’s Obligations at Closing The obligations of the Investor under subsection 1.1(c) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Investor if it does not consent thereto:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.