Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall deliver to Purchaser:
Closing Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, the following items, each executed, witnessed and acknowledged as appropriate, to Buyer:
Closing Deliveries by Sellers. At or prior to the Closing, Sellers will deliver or cause to be delivered to the Purchaser the following, each in form and substance reasonably acceptable to the Purchaser:
Closing Deliveries by Sellers. At the Closing, Sellers shall deliver (or cause to be delivered) the following documents to Buyer, duly executed by each Seller, as applicable:
Closing Deliveries by Sellers. To effect the transfer ----------------------------- referred to in Section 2.1 hereof and the delivery of the consideration ----------- described in Section 2.2 hereof, the Sellers shall, on the Closing Date, deliver ----------- the following:
Closing Deliveries by Sellers. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Sellers shall deliver or shall cause to be delivered to Buyer:
Closing Deliveries by Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered to Buyer: 15 (a) a duly executed xxxx of sale for the Purchased Assets in the form of Exhibit B attached hereto (the “Xxxx of Sale”); (b) a duly executed assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); (c) a duly executed trademark assignment agreement in the form attached hereto as Exhibit D (the “Trademark Assignment Agreement”); (d) a duly executed transition services agreement in the form attached hereto as Exhibit E (the “Transition Services Agreement”); (e) a duly executed escrow agreement substantially in the form attached hereto as Exhibit F, executed by Huron and an escrow agent to be mutually agreed upon by the Parties (“Escrow Agent”) (the “Bonus Pool Escrow Agreement”); (f) evidence of the resignations of such directors, managers and officers of the Purchased Entities as are requested by Buyer no later than five (5) Business Days prior to the Closing Date; (g) certificates evidencing the Interests, to the extent that such Interests are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and, to the extent such Interests are not in certificated form, other evidence of ownership or assignment of such Interests in a form reasonably acceptable to Buyer; (h) with respect to Interests of Purchased Entities organized in jurisdictions outside the United States, such share transfer deeds, stock powers, certificates of title, share certificates, deeds, assignments and other agreements or instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement and otherwise customary in such jurisdictions) as the parties mutually agree are reasonably necessary or appropriate to effect the transfer of the Interests pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed by the applicable Sellers and Purchased Entities; (i) (i) in the case of each Seller who is transferring (A) Purchased Assets that include a “United States real property interest” as defined in Section 897 of the Code and the Treasury Regulations issued thereunder (a “USRPI”), or (B) a Purchased Entity that is a domestic corporation for U.S. federal income tax purposes, a duly executed certificate, dated as of the Closing Date, in compliance with Treas. Reg. §1.1445-2(b)(2), stating that such Seller is not a “foreign per...
Closing Deliveries by Sellers. At the Closing:
Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer:
