Deliveries by Sellers and the Company Sample Clauses

Deliveries by Sellers and the Company. Unless otherwise stated below, at or prior to the Closing, Sellers and the Company shall deliver, or cause to be delivered, to Purchaser each of the following:
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Deliveries by Sellers and the Company. At or prior to the Closing, the Company will deliver or cause to be delivered to Triller all of the following:
Sample 1
Deliveries by Sellers and the Company. At the Closing, each of the Sellers and the Company shall deliver to Buyer:
Sample 1
Deliveries by Sellers and the Company. At the Closing, each Seller shall deliver, or cause to be delivered, share certificates representing the Shares owned by such Seller as indicated on Schedule A, duly endorsed for transfer to Buyer. With respect to the Company, Sellers shall deliver a properly executed FIRPTA exemption certificate which meets the requirements of Treasury Regulation Section 1.1445-2.
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Deliveries by Sellers and the Company. At the Closing, Sellers shall deliver to FROZ the following:
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Deliveries by Sellers and the Company. At the Closing, Sellers shall deliver to Parent the following:
Sample 1
Deliveries by Sellers and the Company. At the Closing, Sellers and the Company shall deliver or cause to be delivered to Buyer (each in form and substance reasonably satisfactory to Buyer): (a) a certificate executed and delivered by each Seller, in form and substance reasonably satisfactory to Buyer, attesting and certifying as to: (i) the organizational documents of Siskin and the Company (as also certified as of a recent date by the Secretary of State of the State of Utah); (ii) copies of resolutions of the board of directors of Siskin and the Company adopting and authorizing the Transactions; (iii) incumbency certificates with respect to the president and secretary of Siskin and the Company; and (iv) good standing certificates of Siskin and the Company issued not earlier than fifteen (15) days prior to the Closing Date by the Secretary of State of the State of Utah; (b) all Required Consents set forth on Schedule 2.4 and identified by an asterisk (“*”), all in form and substance reasonably satisfactory to Buyer, including any Required Consents required under any Real Property Leases; (c) an Employee Agreement between Buyer and Xxxxxxxxx in the form of Exhibit A hereto (the “Employee Agreement”), duly executed by Xxxxxxxxx; (d) a transition services agreement between Siskin and the Company in the form of Exhibit C hereto (the “Transition Services Agreement”), duly executed by Siskin and the Company; (e) a license agreement between Siskin and the Company in the form of Exhibit D hereto (the “License Agreement”), duly executed by Siskin and the Company; (f) documentation setting forth the amount of and the procedures for paying in full any Indebtedness of Sellers or the Company outstanding as of the Closing that is secured by a Lien on the Business Assets, as well as the agreement of each creditor that, upon receipt of a specified amount, such Indebtedness shall be paid in full and the agreement of each applicable creditor to release all of its Liens upon the Business Assets and terminate any Sellers Guarantees and UCC financing statements filed in connection therewith upon such creditor’s receipt of its portion of the Indebtedness Payments (the “Payoff Letters”);
Sample 1
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Related to Deliveries by Sellers and the Company

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY Sellers and the Company represent and warrant to Buyer that:

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

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