Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. At the Closing, the Sellers will deliver the following to the Buyer: (a) A Xxxx of Sale, duly executed by the Sellers for the personal property included in the Purchased Assets; (b) All consents, waivers or approvals obtained by the Seller with respect to the 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 Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunder; (c) An opinion of counsel and certificate (as contemplated by Section 8.2 and 9.2) with respect to the Purchased Assets; (d) One or more deeds of conveyance of the Real Estate (substantially as set forth in Schedule 5.14 hereto) related to the Purchased Assets, to the Buyer, reserving the applicable Easements, duly executed and acknowledged by the Sellers and in recordable form; (e) A FIRPTA Affidavit executed by each of the Sellers; (f) 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 Purchased Assets, in accordance with this Agreement and where necessary or desirable, in recordable form; and (g) Such other agreements, documents, instruments and writings as are required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pg&e Corp), Asset Purchase Agreement (New England Electric System)

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Deliveries by the Sellers. At the Closing, the Sellers will shall deliver the following to the BuyerPurchaser: (a) A Xxxx of Saleas applicable, one or more duly executed bills of sale, and/or special warranty deeds subject only to the Permitted Exceptions, real estate transfer declarations, and all other documents, instruments or writings of conveyance and transfer, including, but not limited to all necessary transfer tax documents, notice to tenants, and such documents as may be reasonably required by the Sellers for title company issuing the personal property included applicable owner’s title policy, in a form to be agreed upon by the parties hereto, as may be necessary to convey the Purchased AssetsAssets to the Purchaser, including without limitation one or more duly executed assignment and assumption agreements in a form to be agreed upon by the parties hereto with respect to each of the Assumed Leases and Assumed Contracts; (b) All consents, waivers or approvals obtained by duly executed assignments of the Seller with respect to U.S. trademark registrations and applications included in the Purchased AssetsIntellectual Property, in a form suitable for recording in the transfer U.S. trademark office, and general assignments of any Transferable Permit related to the all other Purchased Assets, or the consummation of the transactions connected to the sale of the Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunderIntellectual Property; (c) An opinion or otherwise put the Purchaser in possession and control of, all of counsel and certificate (as contemplated by Section 8.2 and 9.2) with respect to the Purchased AssetsAssets of a tangible nature; (d) One or more deeds of conveyance of the Real Estate (substantially as set forth in Schedule 5.14 heretoofficer’s certificate required to be delivered pursuant to Sections 10.1(a) related to the Purchased Assets, to the Buyer, reserving the applicable Easements, duly executed and acknowledged by the Sellers and in recordable form10.1(b); (e) A FIRPTA Affidavit affidavits executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Sellers;Code; and (f) All such other instruments of assignment or conveyance as shall, in the reasonable opinion a copy of the Buyer and its counsel, be necessary to transfer to the Buyer the Purchased Assets, in accordance with this Agreement and where necessary or desirable, in recordable form; and (g) Such other agreements, documents, instruments and writings as are required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewithSale Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lubys Inc)

Deliveries by the Sellers. At the Closing, the Sellers will deliver the following or cause to be delivered to the BuyerBuyer the following: (a) A Xxxx of Sale, duly executed by the Sellers for the personal property included in the Purchased AssetsDeeds; (b) All consents, waivers or approvals obtained by the Seller with respect to the 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 Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunderLease Assignments; (c) An opinion the duly executed Bills of counsel and certificate (as contemplated by Section 8.2 and 9.2) with respect to the Purchased AssetsSale; (d) One or more deeds of conveyance of the Real Estate (substantially as set forth in Schedule 5.14 hereto) related to the Purchased Assets, to the Buyer, reserving the applicable Easements, a duly executed and acknowledged by the Sellers and in recordable formUndertaking; (e) A FIRPTA Affidavit executed by each of the SellersOther Instruments, if any; (f) All such other instruments the Books and Records; (g) the certificates of assignment or conveyance the Sellers signed by the Chief Manager of TP LLC and the general partner of TOA, respectively, referred to in Section 7.3 hereof; (h) appropriate authorizations for each Seller for the transactions contemplated hereby consisting of (i) with respect to TP LLC, a consent of the Members and a certificate of the Chief Manager and (ii) with respect to TOA, a certificate of the General Partner and a consent of the necessary Partners; (i) an opinion of counsel to the Sellers, 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 the Purchased Assets, in accordance with this Agreement and where necessary or desirable, in recordable formBuyer; and (gj) Such all other agreements, documents, instruments and writings as are required to be delivered by the Sellers 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 Sellers at the Closing shall be in form and substance reasonably satisfactory to the Buyer.

Appears in 1 contract

Samples: Option and Asset Purchase Agreement (Universal Outdoor Holdings Inc)

Deliveries by the Sellers. At or prior to the Closing, the applicable Sellers will deliver the following to the Buyer, or the Escrow Agent, as applicable: (a) A Xxxx the Bill of Sale, duly executed by the Sellers applicable Sellers, for the personal persoxxx property included in the Purchased Assets; (b) All all consents, waivers or approvals obtained by the any Seller with respect to the Purchased Assets, the transfer of any Transferable Permit related to the Purchased AssetsPermit, or the consummation of the transactions connected to the sale of the Purchased Assets, Assets contemplated by this Agreement, to the extent specifically required hereunder; (c1) An opinion of counsel and the certificate (as contemplated by Section 8.2 and 9.2) with respect to the Purchased Assets8.2; (dc) One or more deeds the deed of conveyance of the Owned Real Estate (substantially as set forth in Schedule 5.14 hereto) related to the Purchased Assets, to the Buyer, reserving in substantially the applicable Easementsform of the Limited Warranty Deed, duly executed and acknowledged by AFDI and in recordable form and assignments of the Sellers leases and subleases of the Leased Real Estate, substantially in the form of the Assignment of Leases, duly executed and acknowledged by AFDI and in recordable form; (ed) A FIRPTA Affidavit executed by each of the Sellers; (f) All 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 Purchased Assets, in accordance with this Agreement and where necessary or desirable, in recordable form; and (g) Such other agreements, documents, instruments and writings as are required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.Agreement;

Appears in 1 contract

Samples: Asset Purchase Agreement (Ameriserve Food Distribution Inc /De/)

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Deliveries by the Sellers. At or prior to the ClosingClosing (or as specifically provided in this Section 4.2), the Sellers will shall deliver the following to the Buyer: (a) A Xxxx stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer Tax stamps affixed; (b) the Bill of Sale, duly executed by the Sellers for Sellers, other than TAT, xxr the personal and movable property included in the Purchased AssetsAssets other than the Canadian Purchased Assets (to be delivered as of the close of business on the Closing Date); (bc) All all consents, waivers or and approvals obtained by the Seller Sellers with respect to the sale, assignment, conveyance, transfer and delivery of the Purchased Assets, the transfer of any the Transferable Permit related to the Purchased Assets, or Permits and the consummation of the transactions connected to required in connection with the sale of the Purchased Assets, Assets contemplated by this Agreement, to the extent specifically required hereunder; (cd) An opinion of counsel and the certificate (as contemplated by Section 8.2 and 9.2) with respect to the Purchased Assets; (d) One or more deeds of conveyance of the Real Estate (substantially as set forth in Schedule 5.14 hereto) related to the Purchased Assets, to the Buyer, reserving the applicable Easements, duly executed and acknowledged by the Sellers and in recordable form8.2(b); (e) A FIRPTA Affidavit executed certified copies of the resolutions duly adopted by each Seller's board of directors authorizing the execution, delivery and performance of this Agreement and each of the Sellersother transactions contemplated hereby; (f) All the Assumption Agreement, duly executed by the Sellers and all such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, shall be reasonably necessary to transfer to the Buyer Parties all of the Sellers' right, title and interest in, to and under all of the Purchased Assets, Assets in accordance with this Agreement and where necessary or desirable, in recordable form; and(to be delivered as of the close of business on the Closing Date); (g) Such other agreements, documents, instruments and writings as are required to be delivered by a copy of the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.Sale Order;

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Insilco Technologies Inc)

Deliveries by the Sellers. At or prior to the Closing, the Sellers will shall deliver the following to the Buyer: (a) A Xxxx the Bill of Sale, duly executed by the Sellers Sellers, for the personal property included in the Purchased Assets; (b) All all consents, waivers or approvals obtained by the Seller Sellers with respect to the Purchased Assets, the transfer of any the Transferable Permit related to the Purchased Assets, or Permits and the consummation of the transactions connected to required in connection with the sale of the Purchased Assets, Assets contemplated by this Agreement, to the extent specifically required hereunder; (c) An opinion of counsel and certificate (as the certificates contemplated by Section 8.2 and 9.2) with respect to the Purchased Assets8.2(b); (d) One or more deeds of conveyance of the Real Estate (substantially as set forth in Schedule 5.14 hereto) related to the Purchased Assets, to the Buyer, reserving the applicable Easements, duly executed Assumption Agreement and acknowledged by the Sellers and in recordable form; (e) A FIRPTA Affidavit executed by each of the Sellers; (f) All all such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, shall be reasonably necessary to transfer to the Buyer all of the Sellers' right, title and interest in, to and under all of the Purchased Assets, in accordance with this Agreement and where necessary or desirableAgreement; (e) the Escrow Agreement, in recordable formduly executed by the Sellers; (f) the Sellers' Remediation Estimate; and (g) Such other agreements, documents, instruments and writings as are required the Sellers' share of the cost of the Sellers' Consultant pursuant to be delivered by Section 7.13(a) to the extent the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewithhave not already paid such amount.

Appears in 1 contract

Samples: Asset Purchase Agreement (Insilco Holding Co)

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