Actions of Seller at Closing. At the Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:
Actions of Seller at Closing. At the Closing, Seller shall:
Actions of Seller at Closing. At the Closing and unless otherwise waived by Buyer, Seller shall have delivered to Buyer those deliveries set forth in Section 3.2.
Actions of Seller at Closing. At the Closing and unless otherwise waived in writing by Xxxxx, Seller shall deliver to Buyer (or, in the case of items referred to in Section 2.1(i) and (j) below, Southern shall have and retain (and Seller shall be entitled to retain copies)) of the following:
Actions of Seller at Closing. At the Closing or within such other timeframes as specified below and unless otherwise waived in writing by Xxxxx, Seller shall deliver or cause to be delivered to Buyer the following, or take or cause to be taken the following actions:
Actions of Seller at Closing. At the Closing, Seller shall deliver to Buyer a general Bxxx of Sale and Assumption of Liabilities, which will convey all of the Conveyed Assets to Buyer free and clear from all claims, liens and encumbrances (other than Permitted Liens and liens resulting from indebtedness that will be satisfied or is waived in connection with the Closing) and Buyer will assume the Assumed Liabilities (“Bxxx of Sale”) in the form of attached as hereto as Exhibit A.
Actions of Seller at Closing. At the Closing, unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following: (a) (i) A certificate of Status showing good standing of the Company from the Secretary of State of the State of California, dated the most recent practicable date prior to Closing; (b) Fully-executed resignations of the directors and officers of the Company; (c) Employee Non-Competition, Non-Solicitation, Confidentiality and Inventions Agreement (the “Employee Non-Competition, Non-Solicitation, Confidentiality and Inventions Agreement”), executed by Seller; (d) A letter evidencing an offer of employment by Buyer or one of its affiliates to Ality Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx (each, an “Offer Letter”), executed by Ality Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx, as applicable; (e) A Closing Memorandum providing for payments of all amounts owed between the Parties at the Closing, including the Cash Consideration and amounts owed among the Parties (the “Closing Memorandum”), executed by Seller; (f) Evidence satisfactory to Buyer that the payments listed on Schedule 5.16(b) have been paid by Seller; (g) A Subscription Agreement, evidencing Seller’s receipt of the Common Units, executed by Seller (the “Subscription Agreement”); (h) An executed payoff letter or statement in form and substance reasonably satisfactory to Buyer from all secured creditors of or lienholders with respect to the Company or its assets to release any and all existing liens on and/or security interests in the Company’s assets; (i) A statement, signed by Seller, which sets forth, by creditor, the aggregate amount of the Closing Date Indebtedness, with copies of payoff letters and payment instructions for payoffs of each creditor at Closing; (j) Class P Unit Agreements executed by each recipient of Class P Units as described in Section 2.2(c); 12 (k) stock certificates evidencing the Shares, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto, if any; (l) Consents from the lessors to the Real Property Leases, duly executed by such lessors, authorizing the Contemplated Transactions (the “Lease Consents”), such Lease Consents which Buyer will cooperate with Seller and such lessors in obtaining; (m) Such other documents as may be reasonably required by Buyer to effectuate the Contemplated Transactions. Simultaneously with the delivery of the foregoi...
Actions of Seller at Closing. On the Closing Date, Seller shall execute and deliver to Buyer the following:
Actions of Seller at Closing. Section 3.3. The first sentence of Section 3.3 is hereby deleted in its entirety and replaced with the following: “At Closing, or unless otherwise stated herein or waived by Purchaser or Prime Foundation, as applicable, in writing, Seller shall deliver to Purchaser or Prime Foundation, as applicable, the following:”
Actions of Seller at Closing. Subsections 3.3(b), (c), (e) and (n). The words “or Prime Foundation, as applicable,” are hereby added following the word “Purchaser” in each place that it appears in Subsections 3.3(b), (c), (e) and (n).
