Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At the Closing, the Seller will deliver the following to the Buyer: (a) The Xxxx of Sale, duly executed by the Seller; (b) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to the Assets or the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets; (e) The Deed duly executed and acknowledged by the Seller and in recordable form; (f) The FIRPTA Affidavit executed by the Seller; (g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets in accordance with this Agreement and, where necessary or desirable, in recordable form; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller will deliver the following to the Buyer: (a) A certificate or certificates evidencing all of the then outstanding shares of Company Common Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, with any required stock transfer tax stamps properly affixed thereto and any other documents reasonably requested by Buyer to vest in Buyer good and marketable title to such Company Common Stock; (b) The Xxxx of SaleRelated Agreements, duly executed by the Seller; (bc) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to (i) the Related Assets or the Company Common Stock, (ii) the transfer of any Permit or Environmental Permit constituting a Related Asset and (iii) the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets; (e) The Deed duly executed and acknowledged by the Seller and in recordable form; (f) The FIRPTA Affidavit executed by the Seller; (g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Related Assets and the Company Common Stock in accordance with the terms of this Agreement and, where necessary or desirable, in recordable form; (e) An opinion of counsel to the Seller, dated the Closing Date, substantially in the form of Exhibit F hereto; (f) All Transferring Employee Records; and (hg) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to the terms of this Agreement or as are otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller will deliver the following to the Buyer: (a) The Xxxx of Sale, duly executed by the Seller; (b) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to the Assets Assets, the transfer of the Operating Permits or the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party theretoSeller; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets; (e) The Deed and Assignment of Lease duly executed and acknowledged by the Seller and in recordable form; (f) The FIRPTA Affidavit executed by the Seller; (g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets in accordance with this Agreement and, where necessary or desirable, in recordable form; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller will deliver the following to the Buyer: (a) The Xxxx of Bill xx Sale, duly executed by the Seller; (b) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to the Assets purchased Assets, the transfer of any Transferable Permit related to the Purchased Assets, or the consummation of the transactions connected to the sale of the Assets Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)8.2) with respect to the Purchased Assets; (ed) The Deed One or more bargain and sale deeds with lien covenants conveying the Real Estate related to the Purchased Assets, subject to the applicable Easements and Exceptions, duly executed and acknowledged by the Seller and in recordable formform along with TP-584 Forms and Equalization and Transfer Reports, in the form attached hereto as Exhibit 4.3(d); (fe) The A FIRPTA Affidavit executed by the Seller; (gf) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets Purchased Assets, in accordance with this Agreement and, and where necessary or desirable, in recordable form; and (hg) Such The Ancillary Agreements, duly executed by Seller, and such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller will shall deliver the following or cause to be delivered to the BuyerPurchaser each of the following: (ai) The Xxxx A General Assignment and Bill of Sale in the form attached hereto as Exhibit B, executed by Seller (the “Bill of Sale, duly executed by the Seller;”). (bii) All consentsEvidence that Seller has paid in full or otherwise discharged all Liens on the Purchased Assets, waivers including, without limitation, UCC termination statements or approvals obtained such other evidence of release and/or termination of all Liens on the Purchased Assets as Purchaser shall reasonably request, terminating all such security interests, pledges and liens and other encumbrances, if any. (iii) A certification of the secretary of the Seller confirming authorization of the execution and delivery by the Seller as of this Agreement and the Closing with respect to other documents, agreements, instruments, and certificates contemplated hereby, and the Assets or the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets; (e) The Deed duly executed and acknowledged performance by the Seller and in recordable form;of its obligations hereunder. (fiv) The FIRPTA Affidavit executed by Documentation required to assume and thereafter transfer the BIN and ICA related to the Purchased Assets from Seller;’s Member to Esquire Bank on the FDMS System. (gv) Documentation, consents, and assignment of the FSP Agreement. (vi) Documentation, consents and assignment of the ISO Sponsorship Agreement. (vii) All such other instruments of assignment or conveyance as shalldocuments reasonably necessary to effectuate the purchase, in the reasonable opinion sale and use of the Buyer Purchased Assets at the Closing, including all documentation, codes and its counsel, be necessary to transfer to the Buyer the Assets in accordance with this Agreement and, where necessary or desirable, in recordable form; and (h) Such other agreements, documents, instruments and writings as are information required to be delivered by utilize the Seller at or prior Purchased Assets being sold to the Closing Date pursuant to this Agreement or otherwise required in connection herewithPurchaser.

Deliveries by the Seller. At the Closing, the Seller will shall deliver the following to the BuyerPurchaser the following, all of which shall be reasonably acceptable to the Purchaser in both form and substance: (a) Stock certificates representing all of the Shares, which shall be accompanied by duly endorsed blank stock powers, and all documents, instruments, and certificates necessary to transfer and assign all right, title, and interest in and to the Shares to the Purchaser. (b) The corporate seal, corporate record books, stock books and stock ledgers of the Corporation. (c) The resignations of Xxxxxxx Xxxx and Xxxxx Xxxxxx as trustees of Salethe Corporation’s 401(k) plan. (d) The Assignment and Assumption Agreement in the form attached hereto as Exhibit A (the “Assignment and Assumption Agreement”), duly executed by the Seller;. (be) All consentsA certificate, waivers or approvals obtained duly executed by the Seller Seller, certifying that the Seller’s representations and warranties set forth in this Agreement are true and correct as of the Closing with respect Date, and all covenants required to the Assets or the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets; (e) The Deed duly executed and acknowledged be performed by the Seller and under this Agreement prior to the Closing Date have, in recordable form;all material respects, been performed. (f) The FIRPTA Affidavit executed by the Seller; (g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets in accordance with this Agreement and, where necessary or desirable, in recordable form; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewithwith the transactions contemplated hereby.

Deliveries by the Seller. At the Closing, the Seller will deliver the following to the Buyer: (a) The Xxxx of A Bill xx Sale, duly executed by the SellerSeller for the personal property included in the Purchased Assets, in the form attached hereto as Exhibit A; (b) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to the Assets Purchased Assets, the transfer of any Transferable Permit related to the Purchased Assets, or the consummation of the transactions connected to the sale of the Assets Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)8.2) with respect to the Purchased Assets; (ed) The Deed One or more bargain and sale deeds with lien covenants conveying the Real Estate related to the Purchased Assets, subject to the applicable Easements and exceptions, duly executed and acknowledged by the Seller and in recordable formform along with TP-584 Forms and Equalization and Transfer Reports, in the form attached hereto as Exhibit 4.3(d); (fe) The A FIRPTA Affidavit executed by the Seller; (gf) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets Purchased Assets, in accordance with this Agreement and, and where necessary or desirable, in recordable form; and (hg) Such other agreements, documents, instruments and writings writings, including the Interconnection Agreement, the Site Agreement and Swaption, as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the The Seller will deliver the following to the BuyerBuyer at the Closing: (a) The Xxxx Counterpart signature pages for the applicable Seller Party of Sale, each other Operative Document to which any Seller Party is a party duly executed by the Sellereach Seller Party which is intended to be a party thereto; (b) All consents, waivers or approvals required to be obtained by the Seller as of the Closing with respect to the sale, transfer and assignment of the Purchased Assets to, and the assumption of the Assumed Liabilities by, the Buyer, or the consummation of the transactions connected to the sale of the Assets contemplated by this AgreementAgreement and the other Operative Documents, including the Consents to be provided by the Seller, each of which shall be in form and substance reasonably acceptable to the extent specifically required hereunderBuyer; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section Sections 8.2(d) and 8.2(e8.2(g)) with respect to the AssetsPurchased Assets and the Operative Documents; (ed) The One or more deeds and bills of sale or other instruments of conveyance of the Real Estate and personal property included in the Purchased Assets, substantially as set forth in Exhibit E hereto (collectively, the "Deed and Bill xx Sale"), related to the sale and transfer of the Purchased Assets to the Buyer, duly executed and acknowledged by the Seller and in recordable form; (fe) The A FIRPTA Affidavit executed by the Seller; (g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets in accordance with this Agreement and, where necessary or desirable, in recordable form; and (hf) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or any Seller Guarantor on or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewithany of the Operative Documents.

Deliveries by the Seller. At or prior to the Closing, the Seller will shall deliver the following to the BuyerPurchaser: (ai) The Xxxx a bill xx sale in the form attached hereto as Exhibit B ("Bill xx Sale") and such other deeds, bills of Salesale, duly certificates of title, endorsements, assignments, releases, Permits and other instruments, in such form as is commercially reasonably satisfactory to AVTEAM and as shall be sufficient to vest in AVTEAM Sub good and merchantable title to the Assets and shall deliver to AVTEAM Sub immediate possession of the Assets; (ii) a certified copy of all necessary corporate action on behalf of the Seller approving its execution, delivery and performance of this Agreement; (iii) a certificate executed by the SellerPresident of the Seller to the effect that the conditions set forth in Sections 7.3(a) through 7.3(e) hereof, have been satisfied; (biv) All consents, waivers or approvals obtained a certificate executed by the Seller as President or Chief Financial Officer of the Closing Seller described in Section 7.3(j) hereof; (v) the opinion of counsel set forth in Section 7.3(f) hereof; (vi) evidence of the consents required pursuant to Section 7.3(i) hereof; (vii) evidence of amendment of Seller's FAA Air Agency certificate to reflect the current location of Seller's facilities; and (viii) such other documents or instruments reasonably requested by the Purchaser consistent with respect to the Assets or the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets; (e) The Deed duly executed and acknowledged by the Seller and in recordable form; (f) The FIRPTA Affidavit executed by the Seller; (g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets in accordance with this Agreement and, where necessary or desirable, in recordable form; and (h) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by the Seller. At the Closing, the Seller will deliver the following or cause to be delivered to the BuyerBuyer the following: (a) The Xxxx of Sale, duly executed by the SellerDeeds; (b) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to the Assets or the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunderLease Assignments; (c) Each Related Agreement a duly executed by each Affiliate Xxxx of Seller party theretoSale; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assetsa duly executed Undertaking; (e) The Deed duly executed and acknowledged by the Seller and in recordable formOther Instruments, if any; (f) The FIRPTA Affidavit executed by the SellerBooks and Records; (g) All such other instruments a duly executed Consulting Agreement; (h) the certificate of assignment or conveyance the Seller signed by Xxxxx X. XxXxxxxx, president of the General Partner of the Seller referred to in Section 6.3 hereof; (i) a certificate of the General Partner of the Seller certifying that appropriate approvals have been obtained from the Partners of the Seller to authorize the execution and delivery of this Agreement and the Related Agreements and the transactions contemplated hereby; (j) an opinion of counsel to the Seller, dated as shallof the Closing Date, in the reasonable opinion of the Buyer form and its counsel, be necessary to transfer substance reasonably satisfactory to the Buyer Buyer; (k) the Assets in accordance with this Agreement and, where necessary or desirable, in recordable formFinal Proration Schedule; (l) the Estimated AR Schedule; and (hm) Such all other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith. All such documents, instruments and writings to be delivered by the Seller at the Closing shall be in form and substance reasonably satisfactory to the Buyer.

Deliveries by the Seller. At the Closing, the Seller will deliver ------------------------ the following to the Buyer: (a) A certificate or certificates evidencing all of the then outstanding shares of Company Common Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, with any required stock transfer tax stamps properly affixed thereto and any other documents reasonably requested by Buyer to vest in Buyer good and marketable title to such Company Common Stock; (b) The Xxxx of SaleRelated Agreements, duly executed by the Seller; (bc) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to (i) the Related Assets or the Company Common Stock, (ii) the transfer of any Permit or Environmental Permit constituting a Related Asset and (iii) the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) Each Related Agreement duly executed by each Affiliate of Seller party thereto; (d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets; (e) The Deed duly executed and acknowledged by the Seller and in recordable form; (f) The FIRPTA Affidavit executed by the Seller; (g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Related Assets and the Company Common Stock in accordance with the terms of this Agreement and, where necessary or desirable, in recordable form; (e) An opinion of counsel to the Seller, dated the Closing Date, substantially in the form of Exhibit F hereto; (f) All Transferring Employee Records; and (hg) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to the terms of this Agreement or as are otherwise required in connection herewith.