Closing Deliveries Conditions Sample Clauses

Closing Deliveries Conditions. Each party hereby agrees that, at or prior to the Closing, it will take the following actions set forth below as being required to be taken by it, and the obligations of each party hereunder are conditioned upon the other party taking such required actions at or prior to Closing:
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Closing Deliveries Conditions. Notwithstanding any provision herein, each of Seller and Purchaser shall use its best efforts to obtain and deliver its closing deliveries on the Closing Date as set forth herein and to satisfy the conditions of Closing applicable to it on such date.
Closing Deliveries Conditions. (a) At the Closing, the Operating Partnership shall execute and deliver (i) evidence of authority to consummate the transactions contemplated by this Agreement reasonably satisfactory to the Transferors and (ii) an opinion of counsel concerning the authority of the Operating Partnership to consummate the transactions contemplated by this Agreement and other partnership matters reasonably satisfactory in scope and form to each Transferor.
Closing Deliveries Conditions. Each party hereby agrees that, at or prior to the Closing, it will take the following actions set forth below as being required to be taken by it, and the obligations of each party hereunder are conditioned upon the other party taking such required actions at or prior to Closing: (a) The Sellers will deliver the certificates, and other items described in this Section 3.02 for delivery at Closing and such other evidence of the performance of all of the covenants and the satisfaction of all conditions required of the Sellers by this Agreement as Buyer shall reasonably require. (b) Buyer will deliver the certificates, and other items described in this Section 3.02 for delivery at Closing and such other evidence of the performance of all the covenants and the satisfaction of all conditions required of Buyer by this Agreement as the Sellers shall reasonably require. (c) In respect to Pacific, Sylvan will assign and transfer to Buyer all of Sylvan's right, title and interest in and to the Shares of Pacific Common Stock by delivering to Buyer the original stock certificates representing the Shares of Pacific Common Stock duly endorsed in blank or accompanied by stock powers duly executed in blank with requisite stock transfer tax stamps, if any, attached. In respect to ASPECT II, ASPECT shall assign and transfer to Buyer all of ASPECT's right, title and interest in and to the Shares of ASPECT II Common Stock by delivering to Buyer at Closing or reasonably promptly thereafter the Shares of ASPECT II Common Stock to be transferred to Buyer by Notarial Deed and otherwise as required by the <PAGE> laws of the Netherlands. Sylvan will assign and transfer to Buyer all of Sylvan's right, title and interest in and to the Advance by delivering to Buyer a written assignment of interest, duly executed with requisite transfer tax stamps, if any, attached. (d) Buyer will deliver the Purchase Price via wire transfer to the account of Sellers, such account to be designated by Sellers two (2) days before Closing. (e) Buyer will provide Sellers at Closing a good standing certificate (or other comparable document) of Buyer dated no earlier than 10 calendar days prior to the Closing Date, certifying that Buyer is in good standing in the jurisdiction of its incorporation. (f) Sellers will provide to Buyer good standing certificates (or other comparable documents), certifying that such Companies are in good standing in the jurisdiction of their incorporation, as follows: (i) at Closi...
Closing Deliveries Conditions 

Related to Closing Deliveries Conditions

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Closing and Closing Deliveries 22 8.1 Closing........................................................................................22 8.2

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

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