Deliverables of, and Actions by, Seller Sample Clauses

Deliverables of, and Actions by, Seller. At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) the Closing Consideration Spreadsheet; (ii) the stock certificate(s) representing all of the issued and outstandingS tock, duly endorsed, accompanied by a duly executed stock assignment certificate in the form attached hereto as Exhibit D; (iii) a duly executed IRS Form W-9; (iv) a certificate of good standing dated no earlier than five Business Days prior to the Closing Date from the Secretary of State of California as to the good standing of UAV in the State of California, and each and any other jurisdiction in which UAV is required to be qualified to do business; (v) a certificate of the secretary (or other similar officer) of UAV, dated as of the Closing Date, certifying as true, complete and accurate as of the Closing, and attaching UAV’s: (A) articles of incorporation and any amendments thereto; (B) bylaws and any other corporate governance documents; and (C) requisite resolutions or actions of the board of trustees, or similar governing body, approving the execution and delivery of the Transaction Documents and the consummation of the Stock Purchase and the other Contemplated Transactions; (vi) a certificate of good standing dated no earlier than five Business Days prior to the Closing Date from the Secretary of State of California as to the good standing of UAV Property Company in the State of California, and each and any other jurisdiction in which UAV Property Company is required to be qualified to do business; (vii) a copy of an executed payoff letter from each creditor with respect to the Indebtedness identified on Schedule 1.4(a)(vii), and other Indebtedness for money borrowed that will be outstanding as of 11:59 p.m. (Pacific Time) on the day immediately preceding the Closing Date stating the aggregate amount required to be paid to such creditor on the Closing Date in order to fully discharge all obligations with respect to such Indebtedness, and provide wire transfer information for such payment (each such payoff letter, a “Payoff Letter”); (viii) the ROFR/Option, duly executed by UAV Property Company; and (ix) a signed letter of direction from Seller to the Escrow Agent authorizing the release of the Escrow Deposit to the Seller.
Sample 1
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Deliverables of, and Actions by, Seller. At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) evidence reasonably satisfactory to Purchaser that (A) the agreements identified in Part 1 of Schedule 1.4(a)(i) have been terminated and (B) the agreements identified in Part 2 of Schedule 1.4(a)(i) have been amended; (ii) the Closing Consideration Spreadsheet; (iii) the Closing Balance Sheet, which sets forth all of the information necessary to calculate the Closing Working Capital Amount, the Closing Cash Amount, the Closing Debt Amount and the aggregate amount of Unpaid Company Transaction Expenses in accordance with the terms of this Agreement; (iv) the Escrow Agreement, duly executed by the Escrow Agent and Seller; (v) written resignations from each of the directors, officers and managers of each Acquired Company; (vi) a duly executed non-foreign seller affidavit, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury regulations issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (vii) a certificate of good standing dated no earlier than five Business Days prior to the Closing Date from the Secretary of State of the State of Delaware as to the good standing of each Acquired Company in the State of Delaware; (viii) a certificate of the Secretary (or other similar officer) of the Company, dated as of the Closing Date, certifying and attaching: (A) the Charter Documents of the Company in effect as of the Closing; (B) resolutions adopted by the managers of the Company to authorize the Membership Interest Purchase and the other Contemplated Transactions; and (C) the incumbency and signatures of the officers of the Company executing any Transaction Document; (ix) a copy of an executed payoff letter from each creditor with respect to the Indebtedness identified on Schedule 1.4(a)(ix), and other Company Indebtedness for money borrowed that will be outstanding as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, which payoff letter shall indicate (A) the aggregate amount required to be paid to such creditor on the Closing Date in order to fully discharge all obligations with respect to such Indebtedness, and provide wire transfer information for such payment, and (B) that such creditor shall take such actions, as may be necessary, to release or cause the release of all Liens in connection therewith relating to the...
Sample 1

Related to Deliverables of, and Actions by, Seller

  • Excluded Action or Omissions To indemnify Indemnitee for acts, omissions or transactions from which Indemnitee may not be relieved of liability under applicable law.

  • Execution of Additional Documents Each party hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

  • TRANSACTIONS BY STATE STREET The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

  • Indemnification in Derivative Actions and Direct Actions by the Company Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in its favor, against any and all expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings.

  • COMMUNICATIONS RELATING TO FOREIGN SECURITIES The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

  • Communications Relating to Portfolio Securities Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

  • Determinations and Actions by the Board For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, will be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company will have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including any determination as to whether particular Rights shall have become void). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board of Directors of the Company in good faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights.

  • DELIVERY OF DOCUMENTS TO THE ADVISER The Sub-Adviser has furnished, and in the future will furnish, the Adviser with true, correct and complete copies of each of the following documents: (a) The Sub-Adviser's most recent Form ADV; (b) The Sub-Adviser's most recent balance sheet; and (c) The current Code of Ethics of the Sub-Adviser, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code. In addition, the Sub-Adviser will furnish the Adviser with (i) a summary of the results of any future examination of the Sub-Adviser by the Commission or other regulatory agency with respect to the Sub-Adviser's activities hereunder; and (ii) copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act. The Sub-Adviser will furnish the Adviser with all such documents as soon as practicable after such documents become available to the Sub-Adviser, to the extent that such documents have been changed materially. The Sub-Adviser shall furnish the Adviser with any further documents, materials or information as the Adviser may reasonably request in connection with Sub-Adviser's performance of its duties under this Agreement, including, but not limited to, information regarding the Sub-Adviser's financial condition, level of insurance coverage and any certifications or sub-certifications which may reasonably be requested in connection with Fund registration statements, Form N-CSR filings or other regulatory filings, and which are appropriately limited to Sub-Adviser's responsibilities under this Agreement.

  • INDEMNIFICATION BY THE COMPETITIVE SUPPLIER Competitive Supplier shall indemnify, defend and hold harmless the Town and its officers, employees, officials, consultants, representatives and independent contractors (the “Indemnified Parties”), from and against any and all costs, liabilities, losses, judgments, damages, and expenses (including reasonable attorney’s fees), arising out of third-party claims, demands, causes of action, suits or other proceedings and incurred by, on behalf of or involving the Indemnified Parties to the extent such claims, demands, causes of action, suits or other proceedings arise from or in connection with (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this Agreement, or (ii) Competitive Supplier’s actions or omissions in connection with its performance of this Agreement to the extent that such actions or omissions were negligent or not Commercially Reasonable. Competitive Supplier further agrees, if requested by the Town in writing to do so, to investigate, handle, respond to, and defend any such claim, demand, cause of action, suit or other proceeding at Competitive Supplier’s expense. The indemnification obligation of Competitive Supplier set forth above is in addition to and not in limitation or in lieu of any other rights and remedies available to the Town. This provision shall survive the expiration or earlier termination of this Agreement.

  • Services by the Indemnitee The Indemnitee agrees to serve as a director or officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s position; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).

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