Closing Date Deliveries of Seller Sample Clauses

Closing Date Deliveries of Seller. At the Closing, Seller or Seller Affiliate, as applicable, shall deliver, or cause to be delivered, to Buyer: (a) The Acquired Assets, including (i) with respect to the Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); (ii) with respect to the Transferred Contracts that were Consent Required Contracts as of the date of this Agreement, a written consent by the third parties thereto to the transfer and assignment of such Consent Required Contract to Buyer; and (iii) with respect to all Software included in the Acquired Assets, such delivery to be made by electronic means; (b) The duly executed General Assignment, Assumption and Xxxx of Sale, which shall be in full force and effect; (c) The duly executed assignments of the Transferred Intellectual Property Rights in the form of Exhibit E, which shall be in full force and effect; (d) The duly executed certificates of Seller required by Section 8.2(k); (e) The opinion of legal counsel of Seller required by Section 8.2(i); (f) The duly executed Ancillary Agreements to which Seller or any Seller Affiliate is a party, which Ancillary Agreements shall be in full force and effect; (g) The duly executed tax election described in Section 7.21; (h) Copies of each item of Licensed Technology that is to be licensed to Buyer pursuant to Article 6. With respect to all Software included in such Licensed Technology that is to be licensed to Buyer pursuant to Article 6: (i) Seller shall deliver the copy of the source code and the object code form of such Software, and (ii) such delivery must be made by electronic means; and (i) Such other duly executed, good and sufficient instruments of sale, conveyance, assignment or transfer, in form and substance reasonably acceptable to Buyer’s counsel, so as to vest in Buyer good and valid title in and to the Acquired Assets.
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Closing Date Deliveries of Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (a) the Acquired Assets, including, (i) with respect to the Transferred Contracts and Non-Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto), and (ii) with respect to the Transferred Contracts that are Consent Required Contracts, the Consents; (b) duly executed Related Agreements to which Seller is a party; (c) such executed deeds, third party consents, regulatory waivers and approvals, bills of sale, assignments or other instruments of transfer and assignment, and releases as are necessary to consummate the sale and transfer of the Acquired Assets to Buyer contemplated by this Agreement such that Buyer has all right, title and interest in the Acquired Assets, all in form and substance reasonably satisfactory to Buyer, Seller and their respective counsel; (d) the Seller Certificate of Secretary; (e) the Seller Certificate of Officer; and (f) evidence reasonably satisfactory to Buyer of the transfer to Buyer of the Acquired Assets.
Sample 1
Closing Date Deliveries of Seller. At the Closing, Seller or Seller Affiliate, as applicable, shall deliver, or cause to be delivered, to Buyer: (a) The Acquired Assets, including (i) with respect to the Transferred Contracts, a complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); (ii) with respect to the Transferred Contracts that were Consent Required Contracts as of the date of this Agreement, and subject to clause 6.9, a written consent by the third parties thereto to the transfer and assignment of such Consent Required Contract to Buyer; and (iii) with respect to all Software included in the Acquired Assets, such delivery to be made by electronic means; (b) The duly executed General Assignment, Assumption and Xxxx of Sale, which shall be in full force and effect; (c) The duly executed assignments of the Transferred Intellectual Property Rights in the form of Exhibit E, which shall be in full force and effect; (d) The duly executed certificates of Seller required by Section 7.2(i); (e) The duly executed Ancillary Agreements to which Seller or any Seller Affiliate is a party, which Ancillary Agreements shall be in full force and effect; and (f) Such other duly executed, good and sufficient instruments of sale, conveyance, assignment or transfer, in form and substance reasonably acceptable to Buyer’s counsel, so as to vest in Buyer good and valid title in and to the Acquired Assets.
Sample 1
Closing Date Deliveries of Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (a) The Acquired Assets, provided that (i) with respect to all Software included in the Acquired Assets, such delivery to be made by electronic means; and (ii) with respect to all Transferred Technology, hardware designs and supporting documentation for the XGS 90xx Products, all brochures, user manuals, graphics and art work, Seller shall use its best efforts to identify all such items within its possession or control and shall deliver such items to Buyer at the Closing, such delivery to be made by electronic means to the extent reasonably practicable. (b) The duly executed General Assignment and Xxxx of Sale, which shall be in full force and effect; (c) Copies of each item of Licensed Technology that is to be licensed to Buyer pursuant to Article 6. With respect to all Software included in such Licensed Technology that is to be licensed to Buyer pursuant to Article 6: (i) Seller shall deliver the copy of the source code and the object code form of such Software, and (ii) such delivery must be made by electronic means; (d) A mutually acceptable representation letter regarding Seller’s financial condition as of the Closing Date; and (e) Such other duly executed, good and sufficient instruments of sale, conveyance, assignment or transfer, in form and substance reasonably acceptable to Buyer’s and Seller’s counsel, so as to vest in Buyer good and valid title in and to the Acquired Assets.
Sample 1

Related to Closing Date Deliveries of Seller

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Closing Deliveries of Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Deliveries of Buyer At or prior to the Closing, BUYER shall deliver to SELLER: (a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5; (b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken; (e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken; (f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB; (g) the License Agreement, executed by SUB; (h) the Sublease Agreement, executed by SUB; (i) the Patent Purchase Agreement executed by PARENT; and (j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

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