Deliveries at the Closing Sample Clauses

Deliveries at the Closing. At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the ...

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each of the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents of the Company attached thereto as exhibits; and (C) the incumbency and signature of the officers of the Company who have executed the Transaction Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsi...

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties may determine are applicable; (iv) the Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Parties may determine are applicable; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) Sellers will deliver to Buyer the various instruments and documents referred to in Section 7(a) below, (ii) Buyer will deliver to Sellers the various instruments and documents referred to in Section 7(b) below (including the Buyer Notes), (iii) Sellers will deliver to Buyer stock certificates representing all of the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents and (iv) Buyer will deliver to Sellers the consideration specified in Section 2(b) above for the outstanding Company Shares.

Deliveries at the Closing. In addition to the other things required to be done hereby, at the Closing: (a) Seller shall deliver to the Buyer one or more certificates representing all of the Shares, accompanied by stock powers duly executed in blank by Seller, or, if any such certificates have been lost, stolen or destroyed, an affidavit of such loss, theft or destruction in customary form and substance reasonably satisfactory to Buyer; (b) Seller, the Company, Pinnacle and Buyer shall execute and deliver the Second Amended and Restated Airline Services Agreement in substantially the form attached hereto as Exhibit D (the “CRJ-200 ASA”); (c) Seller, Pinnacle and Buyer shall execute and deliver Amendment to Delta Connection Agreement in substantially the form attached hereto as Exhibit E (the “CRJ-900-P DCA Amendment” and such agreement as amended by the CRJ-900-P DCA Amendment, the “CRJ-900-P DCA”); (d) Seller, the Company, Pinnacle and Buyer shall execute and deliver the 2010 Delta Connection Agreement in substantially the form attached hereto as Exhibit F (the “CRJ-900-M DCA”); (e) Seller, the Company and Buyer shall execute and deliver the Saab 340B+ Delta Connection Agreement in substantially the form attached hereto as Exhibit G (the “Saab 340 DCA”, and together with the CRJ-200 ASA, the CRJ-900-P DCA and the CRJ-900-M DCA, the “DCA Agreements”); (f) Seller and the Company shall execute and deliver the Transition Services Agreement in substantially the form attached hereto as Exhibit H (the “Transition Services Agreement”); (g) Seller and the Company shall execute and deliver the Facilities Use Agreement in substantially the form attached hereto as Exhibit I (the “Facilities Use Agreement”); (h) Seller and the Company shall execute and deliver the Mesaba/Delta Mutual Release in substantially the form attached hereto as Exhibit J (the “Mesaba/Delta Mutual Release”); (i) The Company shall deliver a fully executed copy of that certain Letter of Agreement between the Company and ALPA in the form attached hereto as Exhibit K (the “ALPA Letter Agreement”); (j) Seller and Pinnacle shall execute and deliver the Pinnacle/Delta Mutual Release in substantially the form attached hereto as Exhibit M (the “Pinnacle/Delta Mutual Release”); (k) Buyer, Pinnacle and the Company shall execute and deliver, and Buyer shall cause Pinnacle to execute and deliver, the Promissory Note; (l) Buyer and the Company shall execute and deliver the Security Agreement; (m) Seller shall deliver to Buyer a certifi...

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Lease and other Assumed Contract assignments and Intellectual Property transfer documents), bills of sale and warranty deeds in form acceptable to the Buyers, (B) such affidavits, transfer tax returns, memorandums of lease, and other additional documents as may be required by the terms of the title insurance commitments described in Section 4(o) hereof, as necessary to furnish title insurance as required by such section or as may be necessary to convey title to the Real Estate to the Buyers in the condition required herein or provide public notice of existence of the Leases, and (C) such other instruments of sale, transfer, conveyance, and assignment as the Buyers and their counsel reasonably may request; (iv) the Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit B and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) Sellers will deliver to Buyer the various certificates, instruments, and documents referred to in Section 8.1 below to document and to transfer title to all of the Purchased Assets from the applicable Seller(s) to Buyer, and (ii) Buyer will deliver to Sellers, as appropriate, the various certificates, instruments, and documents referred to in Section 8.2 below and the consideration specified in Section 4.1 above.

Deliveries at the Closing. The Seller shall have delivered to ------------------------- the Purchaser at the Closing all of the documents required to be delivered hereunder.

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer.

Deliveries at the Closing. At the Closing, (a) Seller shall deliver to Buyer the various certificates, instruments and documents referred to in Article VI below, and (b) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in Article VII below.