Closing Deliveries of the Seller Parties Sample Clauses

Closing Deliveries of the Seller Parties. At the Closing, the Seller ---------------------------------------- Parties, as appropriate, shall perform and deliver the following, subject to waiver by LifeMinders: (a) each Principal Stockholder and Stockholder shall deliver an investment letter in the form set forth as Exhibit A, the certificate(s) --------- representing the Company Shares owned by him or it, all of which shall be free and clear of any Lien, and stock powers duly endorsed in blank for the Pledged Assets; (b) each director of the Company shall deliver his or her respective resignation as a director of the Company, which shall be effective as of the Closing; (c) each of the key employees listed on Schedule 7.8(c) as continuing with the Company or LifeMinders after the Closing shall deliver an executed employment agreement with the Company or LifeMinders, as the case may be, in the form set forth as Exhibit B attached hereto; and each of the key employees --------- listed on Schedule 7.8(c) who is requested to continue his employment with the Company or LifeMinders after the Closing but refuses such engagement, and who receives, directly or indirectly, any portion of the Merger Consideration, shall deliver an executed non-competition agreement with the Company, in the form set forth as Exhibit C attached hereto; --------- (d) the Seller Parties and each of the Company's officers, directors, employees and Affiliates shall deliver evidence of repayment in full in accordance with their terms all debts and other obligations, if any, owed to the Company; (e) the Company shall deliver the original books of account, minute books, minutes and other records of all meetings of the Company, the corporate seal of the Company and such other documents, records, keys and other items as shall be necessary for the operation of the business of the Company; (f) the Company shall deliver an officer's certificate stating that the representations and warranties of the Company contained in this Agreement and in any certificate delivered by the Company pursuant hereto are true, correct and complete in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made as of such date, and that all of the terms, covenants, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Seller Parties on or before the Closing Date have been duly complied with, performed or satisfied; (g) each of UCARF and the Company s...
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Closing Deliveries of the Seller Parties. At the Closing, the Company, the Members’ Representative and the Members, as appropriate, shall have performed and delivered the following, subject to waiver, in part or in full, by the Buyer: (i) each Member shall have delivered the certificate(s), if any, representing the Membership Interests that it owns and which certificates shall be accompanied by a membership interest power duly endorsed in blank or accompanied by a duly executed instrument of transfer; (ii) (A) to the extent reasonably requested by the Buyer no less than ten (10) days prior to the Closing, the Company shall have delivered to the Buyer from each holder of Indebtedness for Borrowed Money (including, without limitation, those holders set forth on Schedule 7.2(g)(ii)) and each holder of Non-Ordinary Course Liabilities set forth on Schedule 7.2(g)(ii) a payoff letter that is fully enforceable under applicable Law and reasonably satisfactory to the Buyer; and (B) the Company shall have delivered full releases of record, to the reasonable satisfaction of the Buyer, of all Encumbrances securing any such Liabilities of the Company that have been paid in full prior to or at the Closing, subject only to the payment of such Indebtedness for Borrowed Money or Non-Ordinary Course Liabilities at the Closing in accordance with the Flow of Funds Memorandum; (iii) the Members’ Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement; (iv) the Members and each of the officers, directors, employees and Affiliates of the Company shall have delivered evidence of repayment in full in accordance with their terms all debts and other obligations owed by any of them to the Company as set forth on Schedule 7.2(g)(iv); (v) each manager and officer of the Company and each Company Subsidiary shall have delivered to the Company or such Company Subsidiary, as applicable, her or his respective resignation as a manager and officer of the Company or such Company Subsidiary, as applicable, and her or his respective revocation of any power of attorney, all of which shall be effective as of the Closing; (vi) the Company and the Members shall have delivered to the Buyer the original membership interest records of the Company, books of account, minute books, minutes and other records of all meetings of the Company, and the seal of the Company; (vii) the Company shall have executed and delivered to the Buyer a certificate of its secretary, setting forth the certified certificate of formati...
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Closing Deliveries of the Seller Parties. At or prior to the Closing, or as soon as practicable thereafter as set forth below, the Selling Shareholders, KADI SH or KADI HK, as applicable, shall deliver or cause to be delivered, the following: (a) Evidence, which shall be provided within 90 days following the Closing, (i) from the applicable jurisdiction of the Chinese bureau of commerce that BORQS has valid ownership of 60% of KADI SH, and (ii) from the applicable governmental department of Hong Kong that BORQS has valid ownership of 60% of KADI HK; (b) Resignation of all the directors of KADI SH and KADI HK except for Xx. Xxx Hu who shall remain as the Chairman of both companies, and the approval of BORQS’ appointment of directors, effective as of the Closing Date; (c) Evidence of the updated Register of Directors of KADI SH and KADI HK reflecting the change in directors, which shall be provided within 90 days following the Closing; (d) Certificate of good standing (or corporate equivalent) of KADI SH and KADI HK from their respective jurisdiction of organization valid as of the Closing Date; (e) Irrevocable representation by KADI that as of the Closing Date, there exists no debt of any kind and no accounts payable of any amount that had been incurred by KADI SH or KADI HK; and (f) Such other documents, instruments, certificates or agreements, as BORQS may require, which shall be in form and substance satisfactory to BORQS.
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Closing Deliveries of the Seller Parties. As a condition to the obligation of the Buyer to consummate the transactions contemplated hereby, the Buyer shall have received on or prior to the Closing Date, all of the following, each duly executed by the parties thereto (other than the Buyer) and dated as of the Closing Date, in form and substance satisfactory to the Buyer: (a) Copies, certified by the Secretary or an Assistant Secretary of SB&S of resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the SB&S is a party and the consummation of the transactions contemplated hereby and thereby; (b) The Xxxx of Sale, in the form attached hereto as Exhibit A; (c) The IP Assignment, in the form attached hereto as Exhibit B; (d) The Xxxxxx Employment Agreement, in the form attached hereto as Exhibit C; (e) The Xxxxx Employment Letter, in the form attached hereto as Exhibit D; (f) The required consents as set forth on Schedule 2.4(c); (g) All documents necessary to effect the Chase Release; (h) A check in the amount of $317.16 payable to "New York State Sales Tax" in payment of sales tax relating to transfer to the Buyer of personal property comprising a portion of Acquired Assets; and (i) Such further instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets, or any part thereof, as the Buyer may reasonably require to assure the full and effective sale, transfer, conveyance, assignment or delivery to it of the Acquired Assets to be transferred pursuant to this Agreement.
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Closing Deliveries of the Seller Parties. Simultaneous with the execution of this Agreement, the Seller Parties have delivered to the Buyer Parties the following (with the documents, agreements and materials referenced in (a), (d), (g), (i), (m), (n), (o), (p) and (s) below being collectively referred to as the “Seller Ancillary Documents”): (a) the lease agreement attached as Exhibit B, for the parcel(s) of real property owned by S.M.W. Properties, LLC (the “Affiliate Real Property”); (b) the consents listed on Schedule 3.2(b);
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Closing Deliveries of the Seller Parties. At the Closing, the Seller Parties shall have delivered or caused to be delivered to the Purchaser (collectively, the “Seller Party Closing Deliveries”): (i) a certificate or certificates representing the Electronic Check Stock and the Central States Stock accompanied by duly executed share transfer deeds for the transfer to the Purchaser of the Electronic Check and the Central States Stock, in form and substance reasonably satisfactory to the Purchaser; provided, that in the event the certificate or certificates representing the Electronic Check Stock and the Central States Stock have been lost, stolen or destroyed, the Seller Parties shall deliver in lieu thereof an affidavit of loss with respect to such certificate(s), together with a customary indemnification in form reasonably satisfactory to the Purchaser; (ii) an executed Director and Officer Resignation Letter in substantially the form attached hereto as Exhibit B, effective as of the Closing, for each officer and director of the Companies (unless otherwise instructed in writing by the Purchaser prior to the Closing); (iii) a certificate, dated as of the Closing Date and executed on behalf of the Companies by their Chief Executive Officer, certifying: (A) a true and complete copy of the Companies’ certificate of incorporation, including all amendments thereto; (B) a true and complete copy of the Companies’ bylaws, including all amendments thereto; and (C) resolutions of the Boards of Directors of the Companies’ and the Stockholders approving, in accordance with the provisions of such certificate of incorporation, such bylaws and applicable Law, this Agreement and the Transactions; and (iv) certificates of good standing for the Companies issued not earlier than three (3) Business Days prior to the Closing Date by the Secretary of State of the State of Missouri.
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Closing Deliveries of the Seller Parties. At the Closing, the Seller Parties shall have delivered or caused to be delivered to the Purchaser (collectively, the “Seller Party Closing Deliveries”): (i) an instrument of conveyance, in form and substance reasonably satisfactory to the Purchaser, evidencing the transfer of all uncertificated Membership Interests endorsed by the Members for transfer to the Purchaser; (ii) an executed Manager Resignation Letter, effective as of the Closing, for each Manager of the Company (unless otherwise instructed in writing by the Purchaser prior to the Closing); (iii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Managers, certifying: (A) a true and complete copy of the Company’s operating agreement, including all amendments thereto; and (C) resolutions of the Managers of the Company and the Members approving, in accordance with the provisions of such certificate of incorporation, such bylaws and applicable Law, this Agreement and the Transactions; and (iv) certificates of good standing for the Company issued not earlier than three (3) Business Days prior to the Closing Date by the Secretary of State of the State of Missouri.
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Closing Deliveries of the Seller Parties. Section 3.04. Closing Deliveries of the Buyer Parties Section 3.05. Allocation of Purchase Price
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Closing Deliveries of the Seller Parties. At or prior to the Closing, the Company or the applicable Seller shall deliver the following to the Buyer Parties:
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Related to Closing Deliveries of the Seller Parties

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • 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.

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • 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.

  • 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.

  • 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.

  • 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.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • 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:

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