Closing Deliveries by GE Sample Clauses

Closing Deliveries by GE. At the Closing, GE shall deliver or cause to be delivered to the Acquiror: (i) to the extent such shares are certificated, certificates evidencing the Shares duly endorsed in blank or accompanied by powers duly executed in blank or other duly executed instruments of transfer as required in order to validly transfer title in and to the Shares, and, to the extent such shares are not certificated, other customary evidence of ownership; (ii) duly executed counterparts to the Assignment and Assumption Agreement and the Instrument of Cancellation; (iii) a receipt for the cash portion of the Purchase Price, the Seller Paper, the Acquiror Shares and the Warrants; (iv) the certificate required to be delivered pursuant to Section 8.02(a); (v) the certificates required to be delivered pursuant to Section 11 of the Tax Matters Agreement; (vi) special warranty deeds, or their equivalent in the relevant jurisdiction, with respect to the Transferred Owned Property together with transfer Tax returns and other required forms and filings, where applicable (and such customary affidavits as to matters relating to title as a title insurer shall require to insure title to, and issue customary endorsements with respect to, the Real Properties); (vii) duly executed instruments (in recordable form, as determined by the Acquiror in its reasonable discretion) assigning the leases and other agreements governing the Transferred Leased Property to the Acquiror; (viii) duly executed counterparts to the Ancillary Agreements; and (ix) such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Acquiror all Sellers’ right, title and interest in, to and under the Transferred Assets and the Shares.

Closing Deliveries by GE. At the Closing, GE shall deliver, or cause to be delivered, to Abbott or the applicable Affiliate of Abbott: (a) the Closing Date Payment less any amounts withheld pursuant to Section 3.4(f), by wire transfer in immediately available funds to an account or accounts designated in writing by Abbott not fewer than three (3) Business Days prior to the Closing (except as otherwise may be required by applicable Law, in which case the portion of the Closing Date Payment that must be paid locally to the applicable Affiliate of Abbott shall be paid by wire transfer in immediately available funds (in the local currency, if required by applicable Law) to a local bank account of such Affiliate of Abbott designated in writing by Abbott no fewer than three (3) Business Days prior to the Closing); (b) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholders, of each Affiliate of GE, authorizing and approving the transactions contemplated by this Agreement and the Ancillary Agreements, to the extent applicable to such Affiliate, certified by the respective corporate secretary (or local equivalent) or a director to be true and complete and in full force and effect and unmodified as of the Closing; (c) executed counterparts of each Conveyance and Assumption Instrument to which GE or the applicable Affiliate of GE is a party (other than Conveyance and Assumption Instruments relating to any Deferred Local Closings which shall be delivered at the date of the relevant Deferred Local Closing); (d) executed counterparts of the Transition Services Agreement; and (e) the certificate required by Section 10.1(a).

Closing Deliveries by GE. At the Closing, GE shall deliver or cause to be delivered to the Buyer, for itself and as agent for the Buying Affiliates. (a) the certificates evidencing the Shares, duly endorsed in blank or accompanied by powers duly executed in blank for transfer to the Buyer;