Deliveries by Target Sample Clauses

Deliveries by Target. At or prior to the Closing, TARGET shall ---------------------- deliver (or cause to be delivered) to PARENT: (a) each certificate or other letter, agreement and other document or instruments required to be delivered by TARGET to PARENT in accordance with Article VIII hereof; ------------- (b) constructive access to the stock book(s), stock ledger(s) and minute book(s) of TARGET; (c) constructive access to all originals and copies of agreements, instruments, documents, deeds, books, records, files, tax returns and other data and information within the possession of TARGET; (d) evidence satisfactory to PARENT that with respect to each of TARGET's accounts, credit lines, safe deposits boxes or vaults the authority of all individuals with respect thereto has been terminated, other than those individuals designated by PARENT in writing; (e) the Merger Filings, duly executed by TARGET; and (f) such other documents, instruments, agreements and all certificates and other evidence as PARENT or its counsel may reasonably request as to the satisfaction of the conditions to PARENT's obligations set forth herein.
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Deliveries by Target. At the Closing, Target will deliver, or cause to be delivered to the Company, unless previously delivered, such documents required to be delivered by Target at or prior to the Closing pursuant to this Agreement or in connection herewith.
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Deliveries by Target. At Closing, Target shall execute and deliver or cause to be delivered to Acquiror: (a) Notices to Tenants substantially in the form attached hereto as Exhibit F, dated as of the Closing Date, executed by Target, and complying with applicable statutes in order to relieve Target of liability for any security deposits (provided the security deposits are paid to Acquiror), directing tenants to pay all rent due and owing under the Target Properties Leases to Acquiror or Acquiror’s designated agent; (b) originals of the Target Properties Leases and copies of lease files at the Target Properties, and originals of any maintenance and service contracts that are to be assumed, to the extent any such documents are in the possession of Target or any Target Subsidiary; (c) an affidavit that Target is not a “foreign person” in the form attached as Exhibit G; (d) maintenance records, equipment manuals and plans and specifications for the Target Properties, to the extent any such documents are in the possession of Target or any Target Subsidiary; (e) keys or combinations to all locks at the Target Properties, to the extent any such keys or combinations are in the possession of Target or any Target Subsidiary; (f) the certificate described in Section 9.02(e); (g) legal opinions of Xxxxxx, Feinblatt, Rothman, Hoffberger & Xxxxxxxxx, LLC, dated as of the Closing Date and in the form attached hereto as Exhibit H; (h) the receipt or release from Wachovia Capital Markets, LLC as described in Section 6.02(n); (i) an executed settlement sheet; (j) affidavits required by the Anchor Title Company in the form attached hereto as Exhibit I; (k) cross-release and indemnity between NPI, Acquiror and Target in the form of Exhibit K attached hereto (the “Reciprocal Release”); (l) release of guaranties executed by Target on properties that are not Target Properties or evidence reasonably satisfactory to Acquiror that the associated loan has been repaid; (m) certificate of good standing of Target from the State Department of Assessments and Taxation of the State of Maryland; (n) estoppels from the community associations set forth on Section 9.04(n) of the Target Disclsoure Letter; (o) tenant estoppels as more particularly set forth in Section 9.02(f) hereof; (p) the Office Assumed Loan Documents; (q) with respect to obligations of Target to P. Xxxxxxx Xxxxxxxxxx, a receipt evidencing payment of such obligations, a payoff acknowledgement, a copy of the original promissory note marked cancell...
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Deliveries by Target. At the Closing, Target shall deliver the following documents to the Parent: (a) An executed copy of this Agreement; (b) A certificate from Target, executed by Target Shareholder, that all of the representations and warranties made by Target in this Agreement are true and correct in all material regards and remain in full force and effect. The certificate shall survive the performance of the Agreement and the Closing; (c) A Target Disclosure Letter or a letter stating that there are no items to disclose on the Target Disclosure Letter; and (d) A Target Disclosure Letter or a letter stating that there are no items to disclose on the Target Disclosure Letter.
Sample 1
Deliveries by Target. At the time of Closing, upon the fulfillment or waiver of all of the conditions set out in Article 7, Target shall deliver to the Issuer the following documents: (a) The Certificate of Continuance issued by the Registrar evidencing completion of the Continuance; (b) a certified copy of the directors’ resolutions or other documentation evidencing the approval of Target of the Amalgamation, the entering into of this Agreement and all matters related to the Amalgamation; (c) a certified copy of the shareholders’ resolutions or other documentation evidencing the Target Shareholders’ adoption of this Agreement and approval of the Amalgamation; (d) a list of all Target Shareholders and Target Warrantholders, including the number of Target Shares and Target Warrants respectively held by each of them, as at the Effective Time, certified to be complete and accurate in all respects by a director or senior officer of Target; (e) the minute books and corporate records of Target (which shall thereafter form part of the pre- Amalgamation minutes and corporate records of Amalco); (f) a certificate signed by a director or senior officer of Target confirming that all Target’s conditions precedent to the Amalgamation for the benefit of Target have been satisfied or waived by Target, that all representations and warranties of Target contained herein are true and correct as if they had been made at the Effective Time and that no Target Shareholders have exercised their Dissent Rights; (g) the Amalgamation Affidavit of Target; and (h) such other documents and instruments in connection with the Closing as may be reasonably requested by the Issuer.
Sample 1
Deliveries by Target. 1. Sellers’ stock certificates representing all of their Target Shares, endorsed in blank or accompanied by duly executed assignment documents; 2. An opinion from counsel to Target in form and substance as set forth in Exhibit D attached hereto, addressed to Buyer, and dated as of the Closing Date; 3. Duly executed employment agreements by Mxxxxxx X. Xxxxxxx and Rxxxxx X. Xxxxxx in the forms set forth in Exhibits B and C; 4. The resignations of all but one of the directors of Target and copies of the board resolutions appointing two Buyer nominees as directors of Target; 5. A copy of the certificate of good standing of Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Target’s organization, and of each jurisdiction in which Target is qualified to do business; and 6. Evidence of payment of all pre-Closing Target expenses related to this transaction required pursuant to §11(l), including, but not limited to, legal fees incurred by Target through and including Closing. 7. The Target Client List required pursuant to §2(e)(vii).
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Deliveries by Target. 16 SECTION 8.02 Deliveries by PURCHASER and MERGER SUB......... 17 SECTION 8.03
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Deliveries by Target. At Closing TARGET shall deliver the following to PURCHASER, unless delivery is waived by PURCHASER pursuant to Section 10.06(a) of this Agreement: (a) a certificate, dated as of the Effective Time and signed on TARGET's behalf by TARGET's chief executive officer, to the effect that the representations and warranties of TARGET set forth or referred to in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had been made on and as of the Effective Time (provided that representations and warranties which are confined to a specified date shall speak only as of such date), except (i) as expressly contemplated by this Agreement, or (ii) for representations and warranties (other than the representations and warranties set forth in Section 4.03 of this Agreement, which shall be true in all respects) the inaccuracies of which relate to matters that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET; (b) an opinion of Robexx XxX. Cope, xxunsel to TARGET, in form and substance
Sample 1
Deliveries by Target. (a) On or before the Closing Date, Target will provide Buyer written evidence (satisfactory to Buyer in its sole discretion) that each of the then outstanding option to purchase shares of Target Common Stock (each an “Option”) has be canceled. (b) Immediately after the Effective Time, Target shall deliver to Buyer: (i) Target Shareholder’s letter of transmittal and certificate(s) evidencing ownership of 100% of the Target Common Stock (“Surrendered Certificates”). (ii) Deliver to Buyer a copy of a registration rights agreement granting Buyer’s common shareholders (including Target Shareholder) substantially similar “piggy-back” registration rights that Buyer’s preferred shareholders enjoy (“Piggyback Registration Rights Agreement”), duly executed by Target Shareholder; (iii) Deliver to Buyer a voting agreement, in a form reasonably acceptable to Target Shareholder and Xxxxxxx Xxxxxx, providing that Xxxxxxx Xxxxxx will vote his shares of Buyer stock to elect and maintain Target Shareholder as director on the board of directors of Buyer, until the annual shareholders meeting occurring after the second anniversary of the Closing Date (“Voting Agreement”), duly executed by Target Shareholder; and (iv) Deliver to Buyer a management agreement, in a form reasonably acceptable to Target Shareholder and Buyer; containing terms no less favorable to Target Shareholder than the terms set forth in that certain term sheet, dated as of June 16, 2016, between Target and Buyer, providing that Target Shareholder will continue as an independent contractor to the Surviving Company (“Management Agreement”), duly executed by Target Shareholder.
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Related to Deliveries by Target

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Deliveries by Purchaser At each Closing, Purchaser shall deliver to Stayton with respect to the Initial Closing Properties, or each Deferred Property being conveyed, as applicable, the following: (a) the Cash Consideration Amount payable to Stayton at the applicable Closing in accordance with Section 2.5(c), and, if applicable in connection with the Initial Closing, the instruments contemplated by Section 2.6(b) evidencing the Rollover Equity; (b) a fully executed assignment and assumption agreement described in Section 8.3(c) above; (c) in connection with the Closing of the Initial Closing Properties only, with respect to Properties in which Purchaser has NOT received all Licensing Approvals on or prior to the Initial Closing Date, a signed Interim Operating Agreement, with all exhibits and schedules attached thereto; (d) a fully executed assignment and assumption agreement described in Section 8.3(f) above; (e) if applicable, duly completed and executed real estate transfer tax filings for the applicable Properties consistent with Section 14.13(c); (f) a closing statement, prepared and approved by Stayton and Purchaser, consistent with the terms of this Agreement and duly executed by Purchaser; (g) such other assignments, instruments of transfer, and other documents as Stayton may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Purchaser with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Purchaser; (h) a duly executed and sworn Secretary's Certificate from Purchaser certifying that Purchaser has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and (i) an executed and acknowledged incumbency certificate from Purchaser certifying the authority of the officers of Purchaser to execute this Agreement and the other documents delivered by Purchaser to Stayton at the Closing.

  • Deliveries by the Company (a) At the Closing, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) a certificate, dated as of the Closing Date, executed by the Company confirming the satisfaction of the conditions specified in Section 7.2(a) and Section 7.2(b); (ii) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; (iii) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to the Closing; and (iv) an Operational Duplicate IT System Certificate, executed by the Company, dated as of the Closing Date. (b) At each Subsequent Closing and at the Distribution Center Closing, as applicable, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) the certificate described in Section 2.1(b)(i), dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company, each reference therein to “Closing Date” shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets related thereto) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (ii) a certificate dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company regarding the accuracy of the matters set forth in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d) and where, for purposes of this Section 2.3(b)(ii), each reference therein to “Closing Date” in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d), as applicable, shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets therein) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (iii) solely with respect to the first Subsequent Closing, the Operational Duplicate IT System Certificate, executed by the Company, dated as of the first Subsequent Closing Date; (iv) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; and (v) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to such Subsequent Closing and the Distribution Center Closing.

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

  • Deliveries by the Sellers Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchasing Parties: (a) an Instrument of Assignment and Bxxx of Sale substantially in the form attached as Exhibit A, duly executed by the Seller (the "Instrument of Assignment and Bxxx of Sale"); (b) a special warranty deed ("Deed") in recordable form relating to the Owned Real Property substantially in the form attached as Exhibit B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the "Trademark Assignment") and a Patent Assignment substantially in the form attached as Exhibit D (the "Patent Assignment"), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the "Assumption Agreement"), duly executed by the Seller; (e) a Transition Services Agreement substantially in the form attached as Exhibit F (the "Transition Services Agreement"), duly executed by the Seller; (f) a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller; (g) a certificate, dated the Closing Date and signed by a senior officer of the Seller, certifying the satisfaction of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c); (h) a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (i) a certificate of the Secretary of the Seller certifying as accurate and complete as of the Closing certain resolutions adopted by the Board of Directors of the Seller approving the execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactions; (j) UCC termination statements, if any, and any other necessary documents that, when filed on the Closing Date, will be sufficient to release all Liens (other than Permitted Liens) on the Assets; (k) a certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (l) all other previously undelivered documents required to be delivered by the Seller to the Purchasing Parties at or prior to the Closing pursuant to this Agreement.

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