Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At the Closing, in addition to any other documents or agreements required under this Agreement, the Seller shall deliver to the Buyer the following: (a) Certificates evidencing all of the Shares, which certificates shall be duly endorsed in blank or accompanied by stock powers executed in blank, with all signatures medallion guaranteed and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Seller's expense, together with such other duly executed instruments or documents as may be reasonably requested by the Buyer in order to consummate the transactions contemplated by this Agreement. (b) The written resignations of the persons listed in Exhibit 8.2(b) as directors and officers of the Company and the termination of any and all management and consulting agreements; (c) Evidence, in form satisfactory to the Buyer, that all consents and approvals referred to herein have been obtained; (d) The Certificates of Incorporation or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation of the Company, and Bylaws or similar instruments of the Company, certified by the Secretary of the Company; (e) Certificates of Good Standing for the Company from the State of Nevada;

Deliveries by the Seller. At or prior to the Closing, in addition to any other documents or agreements required under this Agreement, the Seller shall deliver to the Buyer the followingPurchaser: (ai) Certificates evidencing all a bill xx sale in the form attached hereto as Exhibit B ("Bill xx Sale") and such other deeds, bills of sale, 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 Shares, which certificates shall be duly endorsed in blank or accompanied by stock powers executed in blank, with all signatures medallion guaranteed and with Assets; (ii) a certified copy of all necessary transfer taxes corporate action on behalf of the Seller approving its execution, delivery and other revenue stamps affixed and acquired at performance of this Agreement; (iii) a certificate executed by the President of the Seller to the effect that the conditions set forth in Sections 7.3(a) through 7.3(e) hereof, have been satisfied; (iv) a certificate executed by the President or Chief Financial Officer of the 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 expense, together with FAA Air Agency certificate to reflect the current location of Seller's facilities; and (viii) such other duly executed documents or instruments or documents as may be reasonably requested by the Buyer in order to consummate Purchaser consistent with the consummation of the transactions contemplated by this Agreement. (b) The written resignations of the persons listed in Exhibit 8.2(b) as directors and officers of the Company and the termination of any and all management and consulting agreements; (c) Evidence, in form satisfactory to the Buyer, that all consents and approvals referred to herein have been obtained; (d) The Certificates of Incorporation or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation of the Company, and Bylaws or similar instruments of the Company, certified by the Secretary of the Company; (e) Certificates of Good Standing for the Company from the State of Nevada;

Deliveries by the Seller. At the Closing, in addition to any other documents or agreements required under this Agreement, the Seller shall deliver or cause to be delivered to the Buyer the following: (a) Certificates evidencing all of a certificate or certificates representing the Shares, which certificates shall be duly and validly endorsed in blank favor of the Buyer or accompanied by a separate stock powers power duly and validly executed in blank, with all signatures medallion guaranteed and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Seller's expense, together with such other duly executed instruments or documents as may be reasonably requested by the Seller or otherwise sufficient to vest in the Buyer in order good title to consummate the transactions contemplated by this Agreement.Shares; (b) The written resignations a certificate (the “Seller Closing Certificate”) from an authorized officer of the persons listed Seller, dated the Closing Date, to the effect that to the best of such officer’s knowledge, the conditions set forth in Exhibit Sections 8.2(a) and 8.2(b) as directors and officers of the Company and the termination of any and all management and consulting agreementshereof have been satisfied; (c) Evidencea certificate of non-foreign status, duly executed and acknowledged, in form and substance reasonably satisfactory to the Buyer, that all consents and approvals referred pursuant to herein have been obtainedSection 1.1445 – 2(b)(2) of the Treasury Regulations; (d) The Certificates of Incorporation or similar instruments of the Company certified Transition Services Agreement, duly executed by the Secretary of State or equivalent Person of the jurisdiction of incorporation of the Company, and Bylaws or similar instruments of the Company, certified by the Secretary of the CompanySeller; (e) Certificates the Site Agreement, duly executed by the Seller or an Affiliate of Good Standing for the Company from Seller and the State of Nevada;Company; and (f) such other agreements, documents, instruments and writings as are expressly required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement.

Deliveries by the Seller. At the Closing, in addition to any other documents or agreements required under this Agreement, the Seller shall deliver to the Buyer the following: (a) Certificates evidencing all of the Shares, which certificates shall be duly endorsed in blank or accompanied by stock powers executed in blank, with all signatures medallion guaranteed and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Seller's expense, together with such other duly executed instruments or documents as may be reasonably requested by the Buyer in order to consummate the transactions contemplated by this Agreement, including a letter, in the form set forth in EXHIBIT 8.2(A), from the Company's Transfer Agent to the Seller acknowldeging the existrence of this transaction and agreeing that it, the Transfer Agent, will, upon presentation of the Certificates representing the Shares, re-issue these Certificates in the name of, or pursuant to, the instructions of the Buyer. (b) The written resignations of the persons listed in Exhibit 8.2(bEXHIBIT 8.2(B) as directors and officers of the Company and the termination of any and all management and consulting agreements; (c) Evidence, in form satisfactory to the Buyer, that all consents and approvals referred to herein have been obtained; (d) The Certificates of Incorporation or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation of the Company, and Bylaws or similar instruments of the Company, certified by the Secretary of the Company; (e) Certificates of Good Standing for the Company from the State of Nevada;

Deliveries by the Seller. At the Closing, in addition to any other documents or agreements required under this Agreement, the Seller Sellers shall deliver to the Buyer the following: (a) Certificates evidencing all of the Shares, which certificates shall be duly endorsed in blank or accompanied by stock powers executed in blank, with all signatures medallion guaranteed and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Seller's expense, together with such other duly executed instruments or documents as may be reasonably requested by the Buyer in order to consummate the transactions contemplated by this Agreement. (b) The written resignations of the persons listed in Exhibit 8.2(b) as directors and officers of the Company and the termination of any and all management and consulting agreements; (c) Evidence, in form satisfactory to the Buyer, that all consents and approvals referred to herein have been obtained; (d) The Certificates of Incorporation or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation of the Company, and Bylaws or similar instruments of the Company, certified by the Secretary of the Company; (e) Certificates of Good Standing for the Company from the State of Nevada;