Common use of Closing Deliveries by the Seller Clause in Contracts

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver to the Purchaser: (a) the Xxxx of Sale, attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by the Seller; (b) counterparts to each Ancillary Agreement to which Seller or its Affiliates is a Party, including the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees of the Seller, duly executed by the Seller; (c) all consents, waivers and approvals referred to in Schedule 3.04; (d) a certificate from the Secretary of the Seller, dated as of the Closing Date, certifying true, accurate and complete copies of (i) resolutions of the board of directors of the Seller unanimously approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (ii) resolutions of the stockholders of the Seller unanimously approving consummation of the transactions contemplated herein; (e) pay off letters from each of the Seller’s Creditors, and such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by Seller.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the PurchaserBuyer: (a) stock certificates evidencing the Xxxx of SaleShares duly endorsed in blank, attached hereto as Exhibit C (the “Xxxx of Sale”), or accompanied by stock powers duly executed by the Sellerin blank and with all required stock transfer tax stamps affixed; (b) executed counterparts to of each Ancillary Agreement to which the Seller or its Affiliates is a Party, including the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees of the Seller, duly executed by the Sellerparty; (c) all consents, waivers and approvals referred to in Schedule 3.04a receipt for the Purchase Price; (d) a certificate from true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, dated as of the Closing Date, certifying true, accurate resolutions duly and complete copies validly adopted by the Board of (i) resolutions of the board of directors Directors of the Seller unanimously approving and the execution, stockholders of the Seller evidencing their authorization of the execution and delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and (ii) resolutions of the stockholders of the Seller unanimously approving consummation of the transactions contemplated hereinTransactions; (e) pay off letters from each a certificate of the Seller’s Creditors, Secretary or an Assistant Secretary of the Seller certifying the names and such signatures of the officers of the Seller authorized to sign this Agreement and the Ancillary Agreements and the other bills documents to be delivered hereunder and thereunder; (f) a certificate of sale, assignments, certificates a duly authorized officer of title, documents and other instruments of transfer and conveyance the Seller certifying as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by Sellermatters set forth in Section 8.02(a); and (g) a certificate as to the non-foreign status of the Seller pursuant to section 1.1445- 2(b)(2) of the Regulations.

Closing Deliveries by the Seller. At the Closing, unless otherwise waived in writing by the Purchaser, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the Xxxx of Sale, attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Bills of Sale to transfer the SellerAssets which are tangible property to the Purchaser (or its permitted assign) free and clear of all Encumbrances, other than Permitted Encumbrances, or evidence such transfer on the public records; (b) counterparts duly executed Assignments of Intangible Property substantially in the form of Exhibit G to each Ancillary Agreement transfer the Assets which are intangible property to which Seller the Purchaser (or its Affiliates is a Partypermitted assign) free and clear of all Encumbrances, including other than Permitted Encumbrances, or evidence such transfer on the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees of the Seller, duly executed by the Sellerpublic records; (c) all consents, waivers and approvals referred to in Schedule 3.04executed counterparts of the Indemnity Escrow Agreement; (d) executed counterparts of the Current Receivables Escrow Agreement; (e) executed counterparts of the Assignment and Assumption Agreement; (f) duly executed and acknowledged deeds, in substantially the form of Exhibit H hereto, conveying each Owned Real Property to the Purchaser free and clear of all Encumbrances, other than Permitted Encumbrances; (g) a receipt for the Closing Cash Payment; and (h) a certificate from signed by the Secretary Chief Financial Officer (or such other Person serving in a similar capacity) of the Seller, dated Seller setting forth the aggregate Straddle Period Accruals as of the Closing Date, certifying true, accurate and complete copies of (i) resolutions of the board of directors of the Seller unanimously approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (ii) resolutions of the stockholders of the Seller unanimously approving consummation of the transactions contemplated herein; (e) pay off letters from each of the Seller’s Creditors, and such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by Seller.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver is hereby delivering or causing to be delivered to the Purchaser: (a) a duly executed Assignment and Assumption of Partnership Interest substantially in the Xxxx of Sale, form attached hereto as Exhibit C (B, and such other instruments or documents reasonably satisfactory to the “Xxxx of Sale”), duly Purchaser and executed by the SellerSeller evidencing the transfer of the Transferred Interest to the Purchaser, free and clear of all Encumbrances; (b) counterparts to resignation letters executed by each Ancillary Agreement to which Seller or its Affiliates is a Party, including the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees representative of the Seller, duly executed by Seller serving on the Sellerboards of trustees of the REIT Subsidiaries indicating their resignation as a trustee from such boards of trustees; (c) all consents, waivers and approvals referred to in Schedule 3.04a receipt for the Purchase Price; (d) a certificate from true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, dated as of the Closing Date, certifying true, accurate resolutions duly and complete copies of (i) resolutions of validly adopted by the board of directors of the Seller unanimously approving evidencing the execution, authorization of the execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and hereby; (iie) resolutions a certificate of the stockholders Secretary or an Assistant Secretary of the Seller unanimously approving certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the other documents to be delivered hereunder; and (f) such other documents as may be reasonably required or appropriate to effectuate the consummation of the transactions contemplated herein; (e) pay off letters from each of the Seller’s Creditors, and such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by Sellerthis Agreement.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) executed counterparts of each of the Agreement, the Xxxx of Sale, attached hereto each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance satisfactory to the Purchaser, as Exhibit C (may be reasonably requested by the “Xxxx Purchaser to effect the transfer of Sale”)the Purchased Assets to the Purchaser or evidence such transfer on the public records, in each case duly executed by the Seller; (b) counterparts to each Ancillary Agreement to which Seller or its Affiliates is a Party, including receipt for the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees of the Seller, duly executed by the SellerPurchase Price; (c) all consentsa true and complete copy, waivers and approvals referred to in Schedule 3.04; (d) a certificate from certified by the Secretary (or other authorized officer) of the Seller, dated as of the Closing Date, certifying true, accurate resolutions duly and complete copies validly adopted by the Board of (i) resolutions of the board of directors Directors of the Seller unanimously approving evidencing its authorization of the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; and (iid) resolutions a certificate of the stockholders Secretary (or other authorized officer) of the Seller unanimously approving consummation certifying the name(s) and signature(s) of the transactions contemplated herein; (eofficer(s) pay off letters from each of the Seller’s Creditors, Seller authorized to sign this Agreement and such the Ancillary Agreements and the other bills documents to be delivered hereunder and thereunder; provided that this certificate may be delivered as part of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by Sellercertificate required under Section 2.05(c) hereof.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) share certificates evidencing the Xxxx of SalePurchased Shares duly endorsed in blank, attached hereto as Exhibit C (the “Xxxx of Sale”), or accompanied by stock powers duly executed by the Sellerin blank; (b) actual possession of the Purchased Assets; (c) executed counterparts to of each Ancillary Agreement to which the Seller or its Affiliates is a Party, including the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees of the Seller, duly executed by the Seller; (c) all consents, waivers and approvals referred to in Schedule 3.04party; (d) a certificate from receipt for the Purchase Price; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, dated as of the Closing Date, certifying true, accurate and complete copies of (i) the resolutions duly and validly adopted by the Board of the board of directors Directors of the Seller unanimously approving evidencing its authorization of the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; and (ii) the resolutions of the stockholders Board of Directors of Groupe Modulo authorizing the transfer of the Purchased Shares; (f) resignations and releases of each director, officer and any auditor of Groupe Modulo requested to resign by Closing by the Purchaser; and (g) a certificate of a duly authorized officer of the Seller unanimously approving consummation of the transactions contemplated herein; (e) pay off letters from each of the Seller’s Creditors, and such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance certifying as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by Sellermatters set forth in Section 9.02(a).

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the Xxxx of SaleSale and such other instruments, attached hereto in form and substance satisfactory to the Purchaser, as Exhibit C (the “Xxxx of Sale”), duly executed may be reasonably requested by the SellerPurchaser to transfer the Purchased Assets to the Purchaser or evidence such transfer on the public records; (b) counterparts to an executed counterpart of each Ancillary Agreement to which Seller or its Affiliates is a Party, including the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees of the Seller, duly executed by the SellerAncillary Agreements; (c) all consents, waivers and approvals referred to in Schedule 3.04a receipt for the Purchase Price; (d) a certificate from true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, dated as of the Closing Date, certifying true, accurate resolutions duly and complete copies validly adopted by the Board of (i) resolutions of Directors and the board of directors sole shareholder of the Seller unanimously approving evidencing its authorization of the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby by this Agreement and (ii) resolutions of the stockholders of the Seller unanimously approving consummation of the transactions contemplated hereinthereby; (e) pay off letters a good standing certificate for the Seller from each the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a bring-down telegram dated the Closing Date; (f) a certificate of the Seller’s Creditors, Secretary or an Assistant Secretary of the Seller certifying the names and such signatures of the officers of the Seller authorized to sign this Agreement and the Ancillary Agreements and the other bills of sale, assignments, documents to be delivered hereunder and thereunder; and (g) the certificates of title, documents and other instruments of transfer and conveyance as may reasonably documents required to be requested by the Purchaser or its Affiliates, each in form and substance satisfactory delivered pursuant to the Purchaser and its Affiliates and its legal counsel and executed by SellerSection 8.02.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) a duly issued share certificate(s) in the Xxxx of Sale, attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by the Seller; (b) counterparts to each Ancillary Agreement to which Seller or its Affiliates is a Party, including the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees name of the Seller, duly executed by the Seller; (c) all consents, waivers and approvals referred to in Schedule 3.04; (d) a certificate from the Secretary of the SellerPurchaser, dated as of the Closing Date, certifying trueevidencing its ownership of all of the Sale Shares (other than those represented by ADSs); (b) an extract of the Register of Members of eLong, accurate dated as of the Closing Date and duly certified by the registered office provider of eLong, evidencing the ownership by the Purchaser of all of the Sale Shares (other than those represented by ADSs); (c) an instrument of transfer executed by the Seller in the form attached as Exhibit B to this Agreement transferring all of the Sale Shares (other than those represented by ADSs); (d) evidence of the irrevocable instructions to the Seller’s agent or other account representative to credit the Sale Shares which are ADSs to the balance account designated by the Purchaser; (e) duly executed resignation and release letters, dated as of the Closing Date and in the form attached hereto as Exhibit A, of the Seller, evidencing his resignation as a member of the board of directors of eLong (and as a member of the board of directors of all other eLong Group Companies if the Seller also serves any such position); (f) a true and complete copies copy of (i) the resolutions of the board of directors of the Seller unanimously approving the executioneLong, delivery and performance of this Agreement and the consummation duly resolving on acceptance of the transactions contemplated hereby and (ii) resolutions resignations of the stockholders Seller; and (g) a copy of the register of directors of eLong, dated as of the Closing Date and duly certified by the registered office provider of eLong, evidencing the resignation of the Seller unanimously approving consummation as a director of the transactions contemplated herein; (e) pay off letters from each of the Seller’s Creditors, and such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by SellereLong.