Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser the following:
Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriate:
Deliveries by the Seller at the Closing. On or before the Closing Date, the Seller and the Shareholder, as the case may be, shall deliver the following to the Purchaser (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as the case may be) by the Seller and/or Shareholder:
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered:
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser the following: (a) a Xxxx of Sale (the “Xxxx of Sale”), duly executed by the Seller, in the form attached hereto as Exhibit A; (b) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), duly executed by the Seller, in the form attached hereto as Exhibit B; and (c) a Royalty Agreement (the “Royalty Agreement”), duly executed by the Seller, in the form attached hereto as Exhibit C; (d) a Subscription Agreement (collectively, the “Xxxxx Subscription Agreement”), duly executed by Xxxxx Xxxxx, in the form attached hereto as Exhibit D; (e) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Seller authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (ii) as to the names and signatures of the officers of the Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered by the Seller hereunder and thereunder; and 8 (f) such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. 3.3 Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall deliver the following: (a) to the Seller, the Assignment and Assumption Agreement, duly executed by the Purchaser; (b) to the Seller, the Royalty Agreement, duly executed by the Purchaser; (c) to Xxxxx Xxxxx, the Xxxxx Subscription Agreement, duly executed by the Purchaser; (d) to the Seller, a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Purchaser certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adop...
Deliveries by the Seller at the Closing. At the Closing, the Seller will deliver to Purchaser such instruments of title, certificates, consents, endorsements, assignments, assumptions and other documents or instruments, in a form reasonably satisfactory to the Purchaser and its counsel, as set forth herein or as may be reasonably requested by the Purchaser in order to transfer the Assets to the Purchaser, to carry out the transaction contemplated by this Agreement and to comply with the terms hereof.
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following documents, in each case duly executed or otherwise in proper form:
Deliveries by the Seller at the Closing. The Seller shall deliver --------------------------------------- to the Purchaser any instruments and documents of conveyance and transfer, in a form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of the Seller's right, title and interest in and to the Assets (including UCC partial releases in connection with the release of all liens against the Assets, if any), and simultaneously with such delivery, all steps will be taken as may be required to put the Purchaser in actual possession and operating control of the Assets.
Deliveries by the Seller at the Closing. 5.1 The Seller shall, upon the terms set forth in this Agreement, execute and deliver to the Buyer at the Closing:
Deliveries by the Seller at the Closing. At the Closing, the Seller shall execute, acknowledge and deliver to the Buyer in recordable form as appropriate, and with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to the Buyer’s obligations to close hereunder):
