Closing in Escrow Deliveries and Other Actions Sample Clauses

Closing in Escrow Deliveries and Other Actions. (a) Shareholders' and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholders shall deliver the following to the law firm of Silver, Xxxxxxxx & Xxxx, L.L.P., as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates representing shares of the Corporation's capital stock at one time issued (but no longer issued and outstanding) to former shareholders of the Corporation; (iii) all consents, waivers, and authorizations necessary or appropriate for the consummation of the transactions contemplated by this Agreement; (iv) agreements assigning to the Corporation all of the Shareholders' and/or third parties' right, title and interest in and to all Intellectual Property (as defined in Section 2.14(d) hereinbelow) owned by any of the Shareholders and/or third parties and heretofore licensed to or used
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Closing in Escrow Deliveries and Other Actions. (a) Shareholders' and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholders shall deliver the following to the law firm of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates representing shares of the Corporation's capital stock at one time issued (but no longer issued and outstanding) to former shareholders of the Corporation; (iii) all consents, waivers, and authorizations necessary or appropriate for the consummation of the transactions contemplated by this Agreement; (iv) agreements assigning to the Corporation all of the Shareholders' and/or third parties' right, title and interest in and to all Intellectual Property (as defined in Section 2.14(d) hereinbelow) owned by any of the Shareholders and/or third parties and heretofore licensed to or used by the Corporation; (v) Certificates of Good Standing for the Corporation as issued by the Secretaries of State of Minnesota and Arizona; (vi) the certificates, dated the Closing in Escrow Date, required pursuant to Sections 7.2(a) and 7.2(b) hereinbelow; and (vii) the opinion of counsel to the Shareholders and the Corporation as to such matters as counsel to the Company may reasonably require, including but not limited to such counsel's opinion that: (A) the Corporation is in good standing; (B) the Corporation is authorized to conduct its business in each jurisdiction in which it is doing business; (C) the Shareholders and the Corporation have the full power to enter into and perform their respective obligations under this Agreement; (D) this Agreement constitutes the legal, valid and binding obligations of the Corporation and the Shareholders, and the Related Agreements to which the Shareholders are a party, constitute the legal, valid and binding obligations of the Shareholders, each enforceable in accordance with their respective terms (except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditor's rights, and principles of equity); an...
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Closing in Escrow Deliveries and Other Actions. (a) Shareholder's and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholder shall deliver the following to the law firm of Silver, Freedman & Taff, L.L.P., as escrow agxxx: (x) cexxxxicates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates representing shares of the Corporation's capital stock at one time issued (but no longer issued and outstanding) to former shareholders of the Corporation; (iii) all consents, waivers, and authorizations
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Closing in Escrow Deliveries and Other Actions. (a) Shareholder's and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholder shall deliver the following to the law firm of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P, as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book
Sample 1
Closing in Escrow Deliveries and Other Actions. (a) Shareholders' and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholders shall deliver the following to the law firm of Silver, Xxxxxxxx & Xxxx, L.L.P., as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature
Sample 1
Closing in Escrow Deliveries and Other Actions. (a) Shareholder's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholder shall deliver the following to the law firm of Paisner & Co, as escrow agent: (i) certificates (or other appropriate documentation) representing all of the Stock with duly executed stock transfer forms conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company, provided that in respect of Stock over which the Shareholder has options which have not prior to the Closing been completed this obligation shall be satisfied by the delivery of an agreement duly executed by the Shareholder and the party holding shares in the Corporation agreeing to the exercise of such option conditional only on Closing taking place; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates (or other appropriate documentation) representing the Corporation's capital stock, or options to purchase such capital stock, at one time issued (but no longer issued and outstanding); and (iii) all consents, waivers, and authorizations reasonably necessary or appropriate for the consummation of the transactions contemplated by this Agreement. Photocopies of all documents delivered in escrow to Paisner & Co shall be delivered to the law firm of Silver, Xxxxxxxx & Xxxx, L.L.P., promptly after receipt thereof by Paisner & Co.
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Closing in Escrow Deliveries and Other Actions 
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Related to Closing in Escrow Deliveries and Other Actions

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Audits, Inspections, Visits and Other Duties FIIOC and FSC shall make available during regular business hours all records and other data created and maintained pursuant to this Contract for reasonable audit and inspection by the Trust, any agent or person designated by the Trust, or any regulatory agency having authority over the Trust. Upon reasonable notice by the Trust, FIIOC and FSC shall make available during regular business hours its facilities and premises employed in connection with its performance of this Contract for reasonable visits by the Trust, any agent or person designated by the Trust, or any regulatory agency having authority over the Trust. FSC shall also inform any agent or person designated by the Trust of the existence and results of any audit, inspection or visit by any regulatory agency having authority over the Trust. FSC shall help facilitate periodic reviews by the Fund’s independent auditors (e.g., SOC 1 reports). FSC shall also maintain a continuing awareness of significant emerging regulatory and legislative developments that may affect the Fund and adopt additional procedures for compliance with regulations if necessary. FSC shall consult with independent accountants, legal counsel, officers of the Fund, and the Fund Treasurer’s Office in establishing such policies.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

  • Corrective and Other Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply: (A) Except as provided in Section 6.1(d)(xii)(B), in the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof) with respect to any Partnership property, the General Partner shall allocate such Additional Book Basis Derivative Items (1) to (aa) the holders of Incentive Distribution Rights and (bb) the General Partner in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii) and (2) to all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss attributable to such property is allocated to any Unitholders pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii). (B) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) hereof) as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“Disposed of Adjusted Property”), the General Partner shall allocate (1) additional items of income and gain (aa) away from the holders of Incentive Distribution Rights and the General Partner and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights and the General Partner, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. For this purpose, the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders under this Agreement (e.g., Additional Book Basis Derivative Items taken into account in computing cost of goods sold would reduce the amount of book income otherwise available for allocation among the Partners). Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations. (C) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners will equal the amount that would have been the Capital Account balance of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof. (D) In making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii).

  • Returns and Other Elections The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. All elections permitted to be made by the Company under federal or state laws shall be made by the Managers with the consent of the Member(s).

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