Certain Closing Deliveries Sample Clauses

Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco shall deliver to the Company: (i) a copy of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent; (ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent; (iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco; (iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco; (v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco; (vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco; (vii) a copy of the Xxxxxxxx Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Xxxxxxxx Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor; (viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco; (ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and (x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor. (b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco: (i) a copy of the Escrow Agreement, duly executed by the Company...

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at the Closing: (a) Buyer will deliver each of the payments it is required to deliver under Section 1.06. (b) Buyer will deliver to the Company copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger, and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: (i) a copy of the resolution or consent of the Company's board of directors approving this Agreement and the Merger duly certified by a duly authorized officer of the Company and (ii) a certificate in the form and substance required by Treasury Regulations Section 1.897-2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code and a notice of such certification to be provided to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), executed by a duly authorized officer of the Company. (d) Each of the Company, the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement. (e) Each of the Company, Buyer and Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.06. (g) The Company will deliver to Buyer the Intellectual Property License Agreement, in substantially the form attached hereto as Exhibit H, duly executed and delivered by Ten-X and Xxxxxxx.xxx, LLC (the "License Agreement").

Certain Closing Deliveries. In connection with the Closing, each of Parent, Company and the Shareholders agrees to execute and deliver to each other party the following: (a) Company and Xxxxxxx X. Xxxxx shall have executed and delivered to the other an Employment Agreement, which shall be in the form of EXHIBIT B. (b) Parent and each of the Shareholders shall have executed and delivered to the other a Noncompetition Agreement, which shall be in the form of EXHIBIT C. (c) Parent and each of the Shareholders shall have executed and delivered to the other a Registration Rights Agreement, which shall be in the form of EXHIBIT D.

Certain Closing Deliveries. At the Closing: (a) Each of the Purchaser and the Seller shall deliver, or shall cause to be delivered, to the other party, each Ancillary Agreement to which it or any of its Affiliates is a party, duly executed. (b) The Seller shall deliver to the Purchaser and/or its designated Subsidiaries the following items, each in form and substance reasonably satisfactory to the Purchaser: (i) a duly executed, reasonably customary xxxx of sale; (ii) duly executed, reasonably customary assignment and assumption agreements (subject to the limitations set forth in Section 2.5(b) and the receipt of the applicable Landlord Consents and including a separate assignment and assumption agreement for each Transferred Real Property Lease) and duly executed assignments of the U.S. and Canadian trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. and Canadian trademark office, and general assignments of all other Purchased Intellectual Property; (iii) as applicable, a certificate from each entity selling assets pursuant to this Agreement, duly executed by such entity, that such entity is not a “foreign person” within the meaning of Section 1445 of the Code; (iv) duly executed Subleases with respect to the Subleased Real Property Leases, subject to Section 7.19(b) and Section 7.19(c) and the receipt of the applicable Landlord Consents; and (v) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and its Subsidiaries or as Purchaser may reasonably request. (c) The Purchaser shall deliver to the Seller, each in form and substance reasonably satisfactory to the Seller: (i) a duly executed, reasonably customary assignment and assumption agreement, subject to the limitations set forth in Section 2.5(b) and, to the extent necessary, the receipt of the applicable Landlord Consents and including a separate assignment and assumption agreement for each Transferred Real Property Lease); and (ii) duly executed Subleases with respect to the Subleased Real Property Leases, subject to Section 7.19(b) and Section 7.19(c) and the receipt of the applicable Landlord Consents.

Certain Closing Deliveries. At the Closing, the parties hereto shall take the following actions: (a) Seller shall deliver to Buyer: (i) the certificates contemplated in Section 8.2 and Section 8.3; (ii) an affidavit that Seller is not a “foreign person” that complies with Treasury Regulation Section 1.1445-2(b)(2); (iii) with respect to the transactions contemplated hereunder, all transfer tax returns to the extent required by Law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; (iv) evidence of book-entry (or similar) transfer of all the Purchased Shares to Buyer, in a form reasonably satisfactory to Buyer; (v) a written opinion of Xxxxxxxx Chance US LLP, tax counsel to the Companies, reasonably acceptable to Buyer, dated as of the Closing Date, to the effect that, since the dates of its respective formation (and assuming that the taxable years of the Companies end immediately prior to the Closing), each Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT (without regard to the distribution requirement described in Section 857(a) of the Code for the taxable year of the Company in which the Closing Date occurs). Such opinion will be subject to customary exceptions, assumptions and qualifications, including, solely with respect to Company 1, an assumption of the accuracy of the legal opinion dated as of December 18, 2014 issued to Company 1 regarding Company 1’s qualification as a REIT as of such date, and based upon factual representations contained in an officer’s certificate executed by such Company or an officer thereof upon which Xxxxxxxx Chance US LLP may rely; (vi) an executed counterpart to the Escrow Agreement; and (vii) such additional certificates, resolutions, instruments and agreements as may be reasonably requested by Buyer or the Title Company in connection with the transactions contemplated hereby. (b) Buyer shall: (i) deliver to the Paying Agent a wire transfer of funds in an amount equal to the sum of (x) the Closing Cash Consideration less the Escrow Amount, (which funds shall be wired by the Paying Agent to Seller at the Closing, as set forth on the Closing Statement or as otherwise directed by Seller in writing at least five (5) Business D...

Certain Closing Deliveries. Sellers shall have received from Buyer any other documents required to be delivered by Buyer to Sellers pursuant to the provisions of this Agreement or the Transaction Documents, including, without limitation, the Transitional Services Agreement.

Certain Closing Deliveries. Buyer shall have received each of the items set forth in Section 2.4(b).

Certain Closing Deliveries. Merck shall have delivered or caused to be delivered to KalVista:

Certain Closing Deliveries. (a) Subject to the conditions set forth in this Agreement, immediately prior to the Closing, on behalf of the Company, the Company shall pay the amounts owed by the Company and its Subsidiaries as listed in Schedule 2.3 (“Payoff Indebtedness”) pursuant to the Payoff Letters copies of which are delivered to Buyer pursuant to Section 6.7 as set forth in such Payoff Letters. (b) Upon satisfaction of the Payoff Indebtedness in Section 2.3(a), the Shareholders shall cause the Company to deliver to Buyer the releases and discharges of all Liens described in Schedule 2.3(a) and 2.3(b) for such Payoff Indebtedness.

Certain Closing Deliveries. At the Closing: (a) The Seller shall execute and deliver to the Buyer a Bxxx of Sale in substantially the form of Exhibit A, Patent Assignments in substantially the form of Exhibit B, a Marks Assignment substantially in the form of Exhibit C, a Domain Name Assignment substantially in the form of Exhibit D and such other instruments and documents of conveyance and assignment as are reasonably requested by the Buyer to vest in the Buyer title to the Acquired Assets. (b) The Buyer and the Seller shall execute and deliver to one another an Assignment and Assumption Agreement in substantially the form of Exhibit E. (c) The Seller shall cause to be executed and delivered to the Buyer Non-Compete and Non-Solicitation Agreements in substantially the form of Exhibit F. (d) The Buyer shall deliver to the Seller (or its designees) certificates evidencing the Closing Shares and the Additional Shares, if any.