Closing Deliverables of the Sellers Sample Clauses

Closing Deliverables of the Sellers. At the Closing, the Seller Parties shall deliver or cause to be delivered to the Purchaser the following: (a) a counterpart signature page to the Closing Date Bills of Sale, each duly executed by the Company and the Royalty Fund, as applicable; (b) a counterpart signature page to each of the Gilead Payment Direction Letter, the UroGen Payment Direction Letter and the BMS Payment Direction Letter, each duly executed by the Company; (c) an opinion of Xxxxxxx Xxxxxx & Xxxx, counsel to the Sellers, in form and substance reasonably satisfactory to the Purchaser; (d) a duly executed certificate of an executive officer of the Seller Parties dated as of the Closing Date and (i) attaching copies, certified by such officer as true and complete, of (x) the organizational documents of the Seller Parties and (y) resolutions of the governing body of the Sellers authorizing and approving the execution, delivery and performance by the Seller Parties of the Transaction Documents and the transactions contemplated hereby and thereby, (ii) setting forth the incumbency of the officer or officers of the Seller Parties who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate of the appropriate Governmental Authority of the Seller Parties’ jurisdictions of organization, stating that the Seller Parties are in good standing under the laws of such jurisdictions; (e) a duly executed certificate of an executive officer of the Company certifying that (i) no Material Adverse Effect shall have occurred and (ii) the representations and warranties of the Seller Parties in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7(b), 3.10, 3.13 and 3.14, as amended pursuant to Section 5.17, if applicable, shall be true, correct and complete in all respects and (iii) the representations and warranties of the Seller Parties in ARTICLE III (other than those specified in Section 6.2(e)(ii)), shall be true, correct and complete in all respects except where the failure to be true, correct or complete would not reasonably be expected to have a Material Adverse Effect; (f) a counterpart signature page to the Security Agreements duly executed by each of the Company, the Royalty Fund and Product Sub; (g) a counterparty signature page to the Pledge and Security Agreement duly executed by the Company; (h) fully executed copies of the Contributi...
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Closing Deliverables of the Sellers. At the Closing, the Seller Representative shall deliver the following to the Purchaser and the Parent: (a) a counterpart of this Agreement, duly executed by each Seller, the Seller Representative and the Guarantor; (b) a counterpart of the Transition Services Agreement, duly executed by Corporation Service Company; (c) the approvals, consents, and waivers listed on Schedule 2.1(c); (d) a counterpart of the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by each Seller; (e) evidence in form and substance reasonably acceptable to the Purchaser that the Transferred Subsidiary Xxxx of Sale, Assignment and Assumption Agreement has been duly executed by NetNames Denmark and each Transferred Subsidiary and has become effective immediately prior to the Closing; (f) a stock certificate evidencing all of the outstanding capital stock of Ascio US, accompanied by a stock power duly executed in blank, in proper form for transfer; (g) a copy of the most recent list of shareholders (Gesellschafterliste) of Ascio Germany submitted with the competent commercial register, which shows that Ascio US owns all Equity Interests of Ascio Germany; (h) an executed copy of the Framework Agreement by and between Ascio US and Easily Ltd.; (i) a non-foreign affidavit from WMB Holdings, Inc., dated as of the Closing Date, and sworn under penalty of perjury in accordance with the requirements of the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that such Person is not a “foreign person” as defined in Section 1445 of the Code; and (j) evidence in form and substance reasonably acceptable to the Purchaser that all Liens (including Liens associated with any Indebtedness, but excluding Permitted Liens) affecting any Asset have been released.
Sample 1
Closing Deliverables of the Sellers. At the Closing, the Sellers shall have delivered or caused to be delivered to the Buyer: (a) Certificates representing the Purchased Interests (as applicable to the extent certificated), each duly endorsed in blank or with duly executed stock or other transfer documents attached, in form and substance reasonably satisfactory to the Buyer, free and clear of all Liens. (b) Pay-off letters, releases and Lien discharges (or agreements therefor) reasonably satisfactory to the Buyer from each creditor listed on the Certificate of Indebtedness and the Certificate of Transaction Expenses. (c) The equity ledger and minute books of the Companies and Subsidiaries. (d) All Required Consents set forth on Schedule 3.14(b). (e) A release of all claims against the Companies and Subsidiaries, executed by each of the Sellers. (f) An IRS form W-9 and a certificate of non-foreign status from each Seller, in form and substance reasonably satisfactory to the Buyer, duly executed in accordance with Section 1445 of the Code. (g) Evidence of the termination of each of the Affiliate Agreements in such forms and substance reasonably satisfactory to the Buyer. (h) Evidence that all notes payable, accounts receivable, advances, loans and other amounts owing to any of the Companies or Subsidiaries by any Seller, officer, employee, former member or director will have been repaid in full to the applicable Company or Subsidiary or cancelled. (i) Signed resignations from each of the managers or directors and officers of each Company and Subsidiary set forth on Schedule 2.2(i), in form and substance reasonably satisfactory to the Buyer. (j) Certified copies of (i) the certificate of formation of each Company and Subsidiary issued by the Secretary of State of the State of Arizona, (ii) the operating agreement (as amended, supplemented or restated) of each Company and Subsidiary, and (iii) written resolutions duly adopted by the board of directors or other governing body of each Company in accordance with the provisions and requirements set forth in such Company’s Governing Documents approving this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements. (k) A certificate of good standing or existence, as applicable, from the Secretary of State (or other applicable governmental entity) of Arizona and each other jurisdiction where any of the Companies or Subsidiaries is qualified to do business, dated as of a recent date. (l) A co...
Sample 1
Closing Deliverables of the Sellers. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall deliver, or shall cause the Company to deliver, to Buyer, the following: (i) if certificated, stock certificates evidencing the Company Stock being acquired by Buyer pursuant to the terms hereof; (ii) completed share transfer forms in favor of the Buyer as transferee duly executed by each registered holder of the Company Stock as transferor; (iii) certified copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement, the performance of the Contemplated Transactions, accepting the resignations of the outgoing directors, appointing the incoming directors and approving the entry of the Buyer onto the register of members of the Company upon Closing; (iv) the written authorizations, consents and approvals listed on Schedule 2.04(a)(iv); (v) resignations from each of the individuals listed on Schedule 2.04(a)(v) resigning from any positions held by each such individual on the Board of Directors or as an officer (or equivalent) of any of the Xxxxxxxxxx Group Companies; (vi) certified copies of the Organizational Documents of each of the Xxxxxxxxxx Group Companies; (vii) a certificate, duly executed by the Company and each Seller certifying that the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied; and (viii) all other documents, certificates and instruments reasonably requested by Buyer.
Sample 1
Closing Deliverables of the Sellers. At the Closing, each Seller shall deliver: (i) to each counterparty, executed counterpart signature pages to each of the Ancillary Agreements to be entered into at the Closing by such Seller or any of such Sellers’ Affiliates in accordance with the terms hereof or thereof; (ii) to the Company, such Seller’s Existing Note or Existing Notes, as contemplated by and in accordance with Section 7.14; (iii) to the Buyer and the Civil Law Notary, an executed Notarial Power of Attorney as well as (as to STMicroelectronics N.V. and Intel Corporation) an executed power of attorney for the execution of the Deed of Release; (iv) to Micron, if applicable, the Director Removal Documents; and (v) such other documents, instruments and certificates required to be delivered by such Seller at the Closing pursuant to the terms hereof or the terms of the Ancillary Agreements, or otherwise reasonably requested by Micron, the Buyer or the other Sellers in order to consummate the transactions contemplated hereby.
Sample 1
Closing Deliverables of the Sellers. (a) At Closing the Sellers’ Representative shall deliver or cause to be delivered to Purchaser: (i) transfers in respect of all the Shares duly executed by the Sellers in favor of Purchaser or its nominee together with definitive share certificates for it showing the name of the Sellers as the registered holders (or in the case of any lost share certificate, an indemnity in lieu thereof in terms satisfactory to Purchaser); (ii) the Escrow Agreement duly executed by the Sellers’ Representative (on behalf of the Sellers); (iii) the deed of termination in relation to the Shareholders Agreement duly executed by each Seller, Enterprise Ireland and the Company; (iv) the E.I. Sale Agreement duly executed by Enterprise Ireland together with transfers in respect of all of the E.I. Preference Shares, duly executed by E.I. in favor of Purchaser or its nominee together with definitive share certificates for it showing the name of Enterprise Ireland as the registered holder of the E.I. Preference Shares (or in the case of any lost share certificate, an indemnity in lieu thereof in terms satisfactory to Purchaser). (v) originals of: (A) letter of redemption and undertaking from Silicon Valley Bank addressed to Qumas Limited and Qumas Inc.: (a) confirming the redemption monies required to repay all sums due and payable by Qumas Limited and Qumas Inc. pursuant to the Loan Agreement dated 29 April 2013 between (1) Silicon Valley Bank and (2) Qumas Limited and Qumas Inc. as at the Closing Date (the “Redemption Amount”); and (b) undertaking that on receipt of the Redemption Amount, SVB will furnish executed releases in the form attached to the redemption letter of all security granted by Qumas Limited and Qumas Inc.; and (B) letter of acknowledgment from each of Agilus Ventures IV Limited Partnership, Agilus Ventures Principals IV Limited Partnership, General Catalyst Group III, L.P. and G.C. Entrepreneurs Fund III L.P. to Qumas Limited confirming receipt of all monies required (comprising both principal and interest) in order to redeem the Loan Notes issued pursuant to the Loan Note Instrument dated 21 May 2008; (vi) to the extent not in the possession of the Company or the Company Subsidiaries, certificates of incorporation, common seals and all statutory and minute books (which shall be written up to, but not including, the date of Closing) of the Company and the Company Subsidiaries, together with all unused share certificate forms; (vii) the written resignations, in the...
Sample 1
Closing Deliverables of the Sellers. At the Closing, the Sellers shall have delivered (or caused to be delivered) to the Buyer: (a) Certificates representing the Purchased Interests (as applicable to the extent certificated), each duly endorsed in blank or with duly executed stock or other transfer documents attached, or, if not certificated, an Assignment of Limited Liability Company Interest with respect to the Purchased Interests, in form and substance reasonably satisfactory to the Buyer, free and clear of all Liens (other than Liens under applicable securities Laws). (b) Pay-off letters, releases and Lien discharges (or agreements therefor) reasonably satisfactory to the Buyer from each creditor listed on the Certificate of Indebtedness (including the equipment leases and financing agreements set forth on Schedule 3.14(b) and, if applicable, releases in form and substance for recordation at the United States Patent and Trademark Office, United States Copyright Office or any other similar domestic or foreign office, domestic or agency, for all Intellectual Property Registrations). (c) All required Consents from counterparties to Material Contracts set forth on Schedule 2.2(c) hereto (collectively, the “Required Consents”) in such forms and substance reasonably satisfactory to the Buyer. (d) A certificate executed by a duly authorized officer of the Sellers’ Representative, on behalf of the Sellers and the Founders, certifying to the satisfaction of the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(f). (e) An IRS form W-9 and a certificate of non-foreign status from each Seller, in form and substance reasonably satisfactory to the Buyer, duly executed in accordance with Section 1445 of the Code. (f) A draft statement of reasonable cause to the IRS, in form and substance reasonably satisfactory to the Buyer, in respect of clerical errors in the Companies’ Forms 1094-C and 1095-C for the years ended December 31, 2021, 2022 and 2023. (g) Evidence of termination of each of the Affiliate Agreements in form and substance reasonably satisfactory to the Buyer. (h) Evidence that all notes payable, accounts receivable, advances, loans and other amounts owing to any of the Companies by any Seller, officer, employee, former member or director will have been repaid in full to the applicable Company or fully cancelled and released. (i) Duly executed resolutions and amendments (i) terminating, effective as of the Closing, the Change in Control Agreements set forth on Schedule 3.1...
Sample 1
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Closing Deliverables of the Sellers. At the Closing, the Company and the Sellers’ Representative shall deliver, or cause to be delivered, to the Purchaser the following: 8.1.1 stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; 8.1.2 written resignations of each of the officers and directors of the Company; 8.1.3 IRS Form W-9 and duly executed affidavits of non-foreign status that complies with Section 1445 of the Code for each Seller; 8.1.4 two (2) originally executed IRS Forms 8023 (together with any schedules or attachments thereto) consenting to the making of the 338(h)(10)
Sample 1
Closing Deliverables of the Sellers. At or prior to the Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (a) a certificate of the Sellers, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(a) and 7.2(b) have been satisfied; (b) the Assignment and Assumption Agreement, duly executed by the Sellers; (c) the IP Assignment Agreement, duly executed by the Sellers; (d) evidence that all Encumbrances (other than Permitted Encumbrances (excluding those set forth on Schedule 1.1(c)) have been released with respect to the Acquired Assets, including documentation from the lender under the Credit Agreement confirming transfer of the Acquired Assets free and clear of Encumbrances (other than Permitted Encumbrances); (e) the Sales Agent Agreement, duly executed by Bioventus; (f) the Transition Services Agreement, duly executed by Bioventus; (g) a duly executed Internal Revenue Service Form W-9 from the Sellers; (h) the Termination Agreement, duly executed by the Sellers; and (i) if applicable, file transfers of any books and records included in the Acquired Assets that are in electronic form.
Sample 1

Related to Closing Deliverables of the Sellers

  • Closing Deliverables (a) At the Closing, the Company will deliver or cause to be delivered to OmniLit: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Company Closing Certificate”); (ii) evidence reasonably satisfactory to the OmniLit that the requirements set forth in Section 3.4 have been fulfilled; (iii) the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iv) a certificate of the secretary of the Company certifying the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of this Agreement and its Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company); (v) the Registration Rights Agreement, duly executed by the Major Company Stockholders who have elected to execute the Registration Rights Agreement; (vi) the Sponsor Support Agreement, duly executed by an officer of the Company; and (vii) a Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware; (viii) a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, OmniLit will deliver or cause to be delivered: (i) to the Exchange Agent, the number of shares of OmniLit Post-Merger Class A Common Stock equal to the portion of the Aggregate Merger Consideration to be paid to holders of Company Common Stock for further distribution to the Company’s stockholders pursuant to Section 3.2, provided, that, for the avoidance of doubt, such shares shall be delivered immediately following the effectiveness of the OmniLit Post-Merger Charter; (ii) to the Company, a certificate signed by an officer of OmniLit, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled (the “OmniLit Closing Certificate”); (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of OmniLit and the Sponsor; (iv) the Sponsor Support Agreement, duly executed by the Sponsors (as defined therein) and an officer of OmniLit; and (v) to the Company, the written resignations of all of the directors and officers of OxxxXxx and Mxxxxx Sub (other than those Persons identified as the initial directors and officers, respectively, of OmniLit after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, OmniLit shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) (A) the OmniLit Transaction Expenses as set forth on OmniLit Transaction Expenses Certificate, and (B) any amounts outstanding under any Working Capital Loans, and (ii) the Company Transaction Expenses as set forth on Company Transaction Expenses Certificate; provided, that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • 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 Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) 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; and (ii) a Closing Statement duly executed by Seller.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Post-Closing Deliverables (a) Within ten (10) days of the Closing Date, Seller and/or Seller’s Affiliates shall give any notices required to be given under the Material Contracts in connection with the consummation of the Transaction and shall further provide to Purchaser at Closing with true and complete copies of such notices. From and following the date of this Agreement, Seller and the Company shall use commercially reasonable efforts to (i) obtain any consents or authorizations required under the terms of the Material Contracts in connection with the consummation of the Transaction and (ii) prepare the documents to be executed pursuant to Section 2.2(e) as required under the terms of the Material Contracts in connection with the consummation of the Transaction. If, as of Closing (i) any notice has not been given or any authorization or consent has not been obtained under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) or (ii) any conveyance or assignment documents required to vest title to all Owned Real Property and easements in the Company have not been executed prior to Closing, in each case other quitclaim deeds with respect to Owned Office Properties as specifically required to be delivered at Closing in accordance with Section 2.2(e), notwithstanding anything in this Agreement to the contrary, such failure shall not give rise to any right to indemnification under Article IX. (b) Seller shall (i) for twelve (12) months following the Closing Date, use commercially reasonable efforts to, as and when requested by Purchaser, give any notice that has not been given or obtain any authorization or consent that has not been obtained prior to the Closing that is required under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) and (ii) as soon as practicable following Closing (but no more than 90 days following Closing), deliver to Purchaser an accurate list and description of all Owned Real Property and execute and deliver to Purchaser all real estate conveyance documents required to vest title to all Owned Real Property and easements in the Company (to the extent not previously delivered at Closing). Following Closing, until such required notices are given or such required consents are obtained or such documents are executed, Seller agrees to enter into a commercially reasonable alternative arrangement to provide (and cause its Affiliates to provide, as applicable), the Company and Purchaser’s Affiliates with the benefits (e.g., in respect of any applicable Sign Location Lease, the right to operate the Structures on the property covered thereby) to which such notice or consent relates, including by enforcing at the written request of Purchaser (and at Purchaser’s sole cost and expense) any of the rights under such Contract (including the right of termination); and to the extent the Company (or Purchaser’s Affiliate) receives such benefits (or Seller enforces any rights under such Contract at Purchaser’s written request), Purchaser shall be responsible for the performance of the Seller’s obligations thereunder, at Purchaser’s sole cost and expense, acting in good faith and in the ordinary course of business. If within the twelve (12) month period following the Closing Date (aa) either Party (or their Affiliates) receives written notice from a landowner or counterparty (or counsel for the landowner or counterparty) purporting to terminate a particular Sign Location Lease which is a Material Contract or a Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (bb) any such landlord or counterparty files suit (or initiates arbitration, if applicable) against either Party (or their respective Affiliates) seeking termination of the applicable Sign Location Lease or Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (cc) any such landowner or counterparty requires payment of a material sum or some other material concession from the Company in exchange for any such required consent (and in the case of a demand for a material sum of money, where Seller elects to not pay such amount upon request of the Company), then in each such instance, the Company or Purchaser may within ten days following the expiration of such twelve month period (or such later period as provided below) by written notice to Seller either (i) elect to relinquish all of its right, title and interest in and to such Sign Location Lease or Bus Transit Contract, as applicable (and any Assets solely related thereto), to Seller, in which case the Purchaser shall be entitled to a payment from Seller in an amount equal to that portion of the Purchase Price allocable to such item or asset, which shall be based on a multiple equal to the product of 7.1 times net revenues less site lease expense for calendar year 2014; or (ii) elect to retain such rights over the item or asset, in which case there would be no such payment to the Company or Purchaser, as applicable; provided, however, that (x) Purchaser shall upon request by Seller, assist and cooperate with Seller in effecting the commercially reasonable alternative arrangement referred to above and in obtaining the applicable required consent, and (y) before Purchaser shall have the right to exercise its rights under subpart (i) above, Seller shall have the right (at Seller’s sole cost) to defend any such action by a landlord or counterparty and/or to negotiate a settlement and/or cure any alleged breach of the applicable lease or Bus Transit Contract and so long as Seller is diligently doing so, Seller shall have until the expiration of the following periods to cure or settle such matter (i) if Purchaser is still permitted to operate at such location during the pendency of such matter, until such matter is finally adjudicated or (ii) if Purchaser is not permitted to operate at such location during the pendency of such matter and Seller elects not to replace the lost net cash flow at such location during the pendency of such matter, a two (2) month period from the date Purchaser is first not able to operate at such location (provided, further, that, in the case of both (i) and (ii) above, if Purchaser in good faith determines that the Company or Purchaser’s applicable Affiliate could reasonably be expected to be subject to liability to such landlord or counterparty by continuing to operate such asset, Purchaser may require that Seller confirm in writing to Purchaser Seller’s duty to defend and indemnify Purchaser with respect thereto, including but not limited to damages for trespass, where applicable). Purchaser acknowledges that failure to timely notify Seller of such an election in accordance with the foregoing shall be deemed an acceptance by Purchaser of such Sign Location Lease or Bus Transit Contract, as applicable and related Assets and a relinquishment of any right to payment from Seller. For the avoidance of doubt, any amounts that may become due to Purchaser (or the Company) under this paragraph shall not be subject to the limitations set forth in Section 9.2(c). (c) As soon as practicable following the Closing (but no later than 90 days following Closing), Seller shall deliver to Purchaser Outdoor Advertising Permit transfer documents as are required to validly and fully transfer and assign all such Permits to the Company (or Purchaser’s designated Affiliate).

  • 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:

  • 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.

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