Deliverables of Seller Sample Clauses

Deliverables of Seller. 10.1 On or before the Closing Date, the Seller shall deliver the following to the Buyer:‌ (a) a certificate of an officer of the Seller certifying that the representations and warranties of the Seller set out in Sections 6.1 and 6.2 are true, complete and correct as at the Closing Date; (b) a xxxx of sale for the Hemp Biomass in favour of the Buyer; and (c) such further and other documents or resolutions as may be necessary or desirable to duly transfer the Hemp Biomass to the Buyer in accordance with the intent of this Agreement. 10.2 The Seller shall from time to time after Closing Date, at the request of the Buyer but without further consideration, execute and deliver all such further and additional instruments, notices, releases, and documents and do and perform all such further acts and things as may be necessary or desirable to fully carry out the intent of this Agreement.
Sample 1
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Deliverables of Seller and the New Foundation at Closing. At the Closing and unless otherwise waived in writing by Buyer, Seller and the New Foundation shall deliver or cause to be delivered:
Sample 1
Deliverables of Seller. At the Closing, Seller shall deliver full possession of the Premises to Purchaser, subject to the Leases, together with the following: 3.1.1 Deed(s). A Massachusetts statutory quitclaim deed or deeds in form reasonably satisfactory to Purchaser, duly executed and acknowledged by Seller, which conveys or covey to Purchaser (or to Purchaser's nominee) the Premises in accordxxxx with Section 1 of this Agreement subject to the Leases.
Sample 1
Deliverables of Seller. At the Closing, Seller shall deliver to Buyer: (i) a duly executed assignment of the stock certificate or stock certificates evidencing the Subject Shares; (ii) a duly executed resignation, dated as of the Closing, from each of Xxxxx X. Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxx, Xx. and Xxxxx X. Xxxx, as directors and/or officers of the Company; (iii) a certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing of the Company in the State of Delaware, dated no more than three (3) business days prior to the Closing; (iv) a certificate of the Secretary of State of the State of Oklahoma as to the legal existence and good standing of Seller in the State of Oklahoma, dated no more than three (3) business days prior to the Closing; (v) a certificate of the Secretary of State of the State of Texas as to the legal existence and good standing of Care Financial of Texas, LLC, a limited liability company, in the State of Texas, dated no more than three (3) business days prior to the Closing; (vi) a certificate of the Corporate Secretary of Seller certifying the resolutions of Seller’s Board of Directors authorizing and approving the transactions contemplated by this Agreement; (vii) all consents, waivers or approvals obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement;
Sample 1
Deliverables of Seller. Upon the terms and subject to the conditions contained herein, at the Closing, Seller (and third parties as appropriate) shall execute and deliver to Purchaser: (1) Such documents, including a bxxx of sale, assignments, consents, powers of attorney and such other instruments, deemed necessary, advisable or convenient by counsel to Purchaser to convey, transfer and assign ownership of and title to the Assets in the manner contemplated by this Agreement, free and clear of any Encumbrances. (2) Entry of the Sale Order by the Bankruptcy Court authorizing the sale of the Assets free and clear of Encumbrances. (3) All Books and Records relating to the Assets and the Business, except to the extent solely relating to Excluded Assets. (4) The original or copies of Seller’s Intellectual Property and Assigned Permits. (5) The parties’ execution of assignments of Intangible Property rights, if any, (“the Intangible Property Assignments”), sufficient to convey to Purchaser all right, title and interest of Seller in and to the Intangible Property rights. (6) Assignments or other conveyance documents appropriate to transfer all right, title and interest in and to the Intellectual Property to Purchaser. (7) Bxxx of Sale substantially in the form set forth in Exhibit D. (8) To the extent required under the Bankruptcy Code, Seller shall make good faith efforts to obtain all third party consents or approvals required for the valid conveyance, transfer and assignment of the Assets free and clear of all Encumbrances, as contemplated by this Agreement, including (i) providing to Purchaser all appropriate lien releases related to financing obligations entered into by Seller from and after the Filing Date; and (ii) entry of the Sale Order by the Bankruptcy Court authorizing the sale of the Assets free and clear of Encumbrances, expressly finding Purchaser is a good faith Purchaser, and otherwise in form and content reasonably satisfactory as to form to Purchaser’s legal counsel. (9) A certificate executed by Seller as to the matters set forth in Section 4.4(b)-(c). (10) A certificate executed by Seller certifying, and attaching all requisite resolutions or actions of Seller approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby.
Sample 1
Deliverables of Seller. Concurrently with this Agreement, Seller shall deliver to Purchaser: (a) a Bill of Sale in the form attached hereto as Exhibit C (“Bill of Sale”), vesting in Purchaser the full right, title and interest in and to the tangible personal property included in the Assets executed by Seller; (b) an Assignment and Assumption Agreement in the form of Exhibit D hereto (the “Assignment and Assumption Agreement”) effecting the assignment to and assumption by Purchaser of the Assumed Contracts, executed by Seller; (c) executed FIRPTA certificate in the form of Exhibit F hereto; (d) the Funds Flow Memorandum attached hereto as Exhibit H executed by Xxxxxx; (e) executed copies of any required consents to assignment as listed on Schedule 4.6, on terms and conditions reasonably satisfactory to the Purchaser; (f) a certificate executed by an authorized representative of each of Seller and Parent, certifying as to: (i) the good standing of the Seller and Parent, each in its jurisdiction of formation and in each jurisdiction where the Seller is qualified to do business, with applicable certificates of good standing attached; (ii) a true, correct and complete copies of the organizational documents of Seller and Parent, as amended to date; (iii) resolutions of the governing bodies of Seller and Parent authorizing the execution, delivery and performance of this Agreement executed by the governing authorities of Seller and Xxxxxx; (iv) name all of persons who hold any issued and outstanding equity interest in the Seller as of the Closing Date; (g) a certificate of incumbency executed by the Seller and Parent, certifying the name, title and signature of the signatory to this Agreement executed by authorized representatives of the Seller and Parent; (h) a separate, complete and duly and validly executed IRS Form W-9 from Seller certifying that it is not subject to United States federal backup withholding Tax; (i) (A) fully executed consents and partial releases executed by all creditors of Seller holding an Encumbrance on the Assets, and (B) such other instruments, statements or evidence acceptable to Purchaser indicating the prior satisfaction, or the payment amounts necessary to satisfy, all such Encumbrances; (j) all other documents and instruments required by the Seller pursuant hereto or reasonably requested by the Purchaser to convey the Assets to the Purchaser or to otherwise consummate the transactions contemplated hereby.
Sample 1

Related to Deliverables of Seller

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Seller Deliverables At the Closing, Seller shall deliver, or cause to be delivered (each, a “Seller Deliverable”, and, collectively, the “Seller Deliverables”): i. to PropCo Purchaser, all agreements, documents, instruments, certificates and other deliverables required to be delivered by the Selling Entities or Real Estate Sellers, as applicable, at or prior to the Closing pursuant to Section 5(a) of the Real Estate Purchase Agreement, in each case, duly executed by the applicable Selling Entities or Real Estate Sellers; ii. to OpCo Purchaser, an IRS Form W-9 duly executed by each applicable Selling Entity (or, with respect to each Selling Entity that is a disregarded entity for U.S. federal income tax purposes, the regarded owner of such Selling Entity for U.S. federal income tax purposes); iii. to OpCo Purchaser, stock or other applicable ownership certificates representing all of the outstanding OpCo Acquired Interests; iv. to OpCo Purchaser, the Intellectual Property License, duly executed by the applicable Selling Entities; v. to OpCo Purchaser, the Transition Services Agreement, duly executed by the applicable Selling Entities, if applicable; vi. to OpCo Purchaser, control of all keys, codes, combinations, and/or passwords to the machinery, equipment, trucks and automobiles at, on or in the Premises, to the extent in the possession of the applicable Selling Entities; vii. to OpCo Purchaser, written resignations, effective as of the Closing Date, of all directors and members of the board of directors, board of managers or similar governing body, and officers of each OpCo Acquired Company; viii. to OpCo Purchaser, the Seller Financing Loan Agreement, duly executed by Seller; ix. to each of OpCo Purchaser and PropCo Purchaser, the Contingent Lease Support Agreement, duly executed by Seller; x. to OpCo Purchaser, an aggregate amount of cash equal to the Reserve Amount (as defined in the Contingent Lease Support Agreement); xi. to the Title Company, title affidavits in the forms attached hereto as Exhibit I, as well as any other affidavit, indemnity, certificate or instrument reasonably required by the Title Company in order to effectuate the issuance of the Title Policy subject only to Permitted Liens; and xii. to each of OpCo Purchaser and PropCo Purchaser, as applicable, each of the other Ancillary Agreements, duly and validly executed by the parties thereto other than OpCo Purchaser or PropCo Purchaser.

  • Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.

  • 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

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • Contract Deliverables The Contractor shall provide information technology staff augmentation services, including comprehensive management of staff, as set forth in this Contract. The term “staff” refers to the temporary staff provided by the Contractor to render information technology services identified by Customers, but that staff shall not be deemed an employee of the State or deemed to be entitled to any benefits associated with such employment. Contracts resulting from this solicitation should not be structured as fixed-price agreements or used for any services requiring authorization for payment of milestone tasks. Contractor shall only provide information technology staff augmentation services for those Job Titles awarded to the Contractor and shall be paid on an hourly basis. The Department’s intent is for Contractor’s information technology staff to provide services closely related to those described in the Job Family Descriptions document. Detailed scopes of work, specific requirements of the work to be performed, and any requirements of staff shall be provided by the Customer in a Request for Quote. The Contractor shall possess the professional and technical staff necessary to allocate, outsource, and manage qualified information technology staff to perform the services requested by the Customer. The Contractor shall provide Customers with staff who must have sufficient skill and experience to perform the services assigned to them. All of the information technology staff augmentation services to be furnished by the Contractor under the Contract shall meet the professional standards and quality that prevails among information technology professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Florida under the same or similar circumstances. The Contractor shall provide, at its own expense, training necessary for keeping Contractor’s staff abreast of industry advances and for maintaining proficiency in equipment and systems that are available on the commercial market. The Contractor shall be responsible for the administration and maintenance of all employment and payroll records, payroll processing, remittance of payroll and taxes, and all administrative tasks required by state and federal law associated with payment of staff. The Contractor shall, at its own expense, be responsible for adhering to the Contract background screening requirements, testing, evaluations, advertising, recruitment, and disciplinary actions of Contractor’s information technology staff. The Contractor shall maintain during the term of the Contract all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the information technology staff augmentation services.

  • Title to Project Deliverables Contractor acknowledges that it is commissioned by the Authorized User to perform the services detailed in the Purchase Order. Unless otherwise specified in writing in the Bid or Purchase Order, the Authorized User shall have ownership and license rights as follows:

  • Purchaser Deliverables The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Project Deliverables The Contractor shall provide each of the following deliverables in writing to the City for review and approval to achieve the project objectives. C.1. <Title> Deliverable 1

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

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