Deliveries by Xxxxxxx Sample Clauses

Deliveries by Xxxxxxx. At the Closing, Xxxxxxx shall deliver, or cause to be delivered, to the Shareholders all of the following documents and instruments: (a) Three original share certificates each representing One Hundred Thousand (100,000) shares of Xxxxxxx Shares. One of each such certificates shall be in the name of each Shareholder (the "Xxxxxxx Certificates"). (b) A certificate of existence issued by the Secretary of State of South Carolina, issued as of the date within three (3) business days of the Closing Date, evidencing that Xxxxxxx is a corporation in good standing under the laws of the State of South Carolina. (c) A certificate executed by the Secretary of Xxxxxxx in the form of Exhibit D hereto (i) attaching a copy of the corporate resolutions adopted by the Board of Directors of Xxxxxxx authorizing the execution, delivery and performance of this Agreement and consummation of the Transactions by Xxxxxxx, (ii) confirming the incumbency of all officers executing this Agreement or other documents and instruments executed by Xxxxxxx at Closing, and (iii) attaching copies of the Articles of Incorporation and Bylaws of Xxxxxxx and certifying as to the accuracy and completeness of such corporate documents.

Deliveries by Xxxxxxx. Tetonka must timely deliver to the parties designated below the following documents: A. To Permittee and the Corps, a letter of credit availability in the form set forth on Exhibit A, attached hereto and incorporated herein by reference. B. To Permittee, a Bill of Sale, in the form set forth on Exhibit B, attached hereto and incorporated herein by reference; and C. To Permittee and the Corps, a notice of receipt of payment of the Purchase Price and acceptance of responsibility for the Mitigation Requirement, in the form set forth on Exhibit C, attached hereto and incorporated herein by reference.

Deliveries by Xxxxxxx. At Closing, Xxxxxxx shall execute and deliver: (i) any certificate or book entry or other documents to transfer the Shares to the Buyer as necessary to transfer title to the Shares to the Buyer.

Deliveries by Xxxxxxx. Except as otherwise set forth below, on or prior to the Closing, Xxxxxxx shall deliver to HoldCo the following: (i) a certificate of the Secretary (or equivalent officer) of Triller certifying that attached thereto are true and complete copies of (A) all resolutions adopted by the board of managers of Triller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect as of the Effective Date and (B) the certificate of formation of Triller and the LLC Agreement, each of which is in full force and effect as of the Effective Date; (ii) Evidence of the issuance of the Closing Unit Consideration to HoldCo reasonably satisfactory to HoldCo, together with a notation of a legend substantially in the following form in the unit register, stock records or other equivalent record of Triller next to the written entry reflecting the Closing Unit Consideration: THE CLASS B COMMON UNITS REPRESENTED BY THIS WRITTEN ENTRY ARE SUBJECT TO THAT CERTAIN UNIT EXCHANGE AGREEMENT, DATED AS OF NOVEMBER 11, 2022, BY AND AMONG THE COMPANY, JULIUSWORKS, LLC, AND XXXXXX HOLDINGS INC. THE CLASS B COMMON UNITS REPRESENTED BY THIS WRITTEN ENTRY ARE SUBJECT TO REDEMPTION BY THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF SUCH UNIT EXCHANGE AGREEMENT. EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH UNIT EXCHANGE AGREEMENT, NO SALE, TRANSFER OR OTHER DISPOSITION OF THE CLASS B COMMON UNITS REPRESENTED BY THIS WRITTEN ENTRY MAY BE MADE. (iii) a certificate of good standing from the Secretary of State of the State of Delaware with respect to Xxxxxxx; (iv) such other documents or instruments as HoldCo reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement; and (v) promptly after the Closing, evidence of payment of $10,000 of transaction expenses of Xxxxxx or HoldCo incurred in connection with the consummation of the transactions contemplated by this Agreement, on behalf of Xxxxxx, to Xxxxx Xxxxxxx LLP.

Deliveries by Xxxxxxx. At Closing, in addition to any other documents required to be delivered pursuant to the terms of this Agreement, Xxxxxxx shall deliver, or cause to be delivered, to REIT the following items (collectively, the “Xxxxxxx’x Closing Deliveries”): (i) certificates representing the Membership Interests, if such membership interests are certificated, duly endorsed (or accompanied by appropriate transfer powers duly endorsed) in blank by the registered holders thereof for transfer, and such supporting documents, endorsements, assignments, and affidavits, in form and substance satisfactory to REIT and its counsel, as are necessary to permit REIT (or its designee) to acquire the Membership Interests free and clear of all Liens; (ii) good standing certificates for each of the Companies from the Secretary of State of the Commonwealth of Virginia as well as each state in which the Companies are certified, qualified or registered to do business as foreign entities, each of which shall be dated no later than ten (10) days prior to the Closing Date; (iii) certified copies of all Governing Documents of each of the Companies, all certified by members, managers or other appropriate governing authority, together with copies of each of the Companies’ articles of organization certified by the Secretary of State of the Commonwealth of Virginia; (iv) fully executed Contribution and Subscription Agreements; (v) the original limited liability company record books and equity record books of each of the Companies; (vi) any other documents reasonably requested by REIT in order to consummate the transaction contemplated by this Agreement; and (vii) a certificate, dated as of the Closing Date, to the effect that the conditions specified in Section 7.1 have been satisfied.

Deliveries by Xxxxxxx. At Closing, Xxxxxxx shall deliver or cause --------------------- to be delivered to Buyer: (1) stock certificates representing the Xxxxxxx Shares being held in escrow; (2) the compliance certificate referred to in Subsection 7.2 (c) hereof; and (3) all other documents, certificates, instruments or writings required to be delivered by Xxxxxxx at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith.

Deliveries by Xxxxxxx. At the Closing, Xxxxxxx shall deliver the following to the Company: (a) an original executed Pledge Agreement, if in Xxxxxxx'x possession; and (b) the certificates representing the Pledged Shares, together with an executed stock power in favor of the Company.

Deliveries by Xxxxxxx. Contemporaneous with the execution of this Agreement, XxXxxxx shall deliver to Chachas Law Group P.C., Attention Xxxxxx X. Xxxxxxx, 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, for processing with Computershare Trust Company (the “Transfer Agent”), original certificates representing 500,000 shares of common stock in XXXX, as represented by XXXX certificates no. 3509 and 3583 representing 100,000 and 400,000 shares respectively, along with Irrevocable Stock Powers with signature medallion guaranteed, such other certifications or documentation as required by the Transfer Agent, and an instruction letter to the Transfer Agent authorizing the Transfer Agent to effectuate the transfer and delivery of the 500,000 shares, to XXXX.

Deliveries by Xxxxxxx. In addition to and without limiting any other provision of this Agreement, Xxxxxxx agrees to deliver, or cause to be delivered, to Iceweb, the following: (a) Certificates for TEN THOUSAND (10,000) shares of Common Stock of Inline, endorsed to Iceweb, or fully executed irrevocable stock powers appointing Iceweb Malcolm’s attorney-in-fact to transfer said shares of Common Stock, along with said stock certificate; and (b) Such other documents or certificates as shall be reasonably requested by Iceweb.

Deliveries by Xxxxxxx. Without limiting the scope of the documents and agreements to be delivered by Xxxxxxx at each Closing, it is anticipated that Xxxxxxx will deliver such of the following as PREI shall deem necessary for the Closing: 1. All Loan Documents relating to the Eligible Investment. 2. Any updates, supplements or modifications of the Investment Documentation, including any such modifications that are necessary to correct any materially misleading statements or material omissions in respect of the Investment Documentation. 3. Opinion(s) of counsel of Xxxxxxx, subject to such assumptions, exceptions and matters as are customarily contained in similar opinions and are in form and substance satisfactory to PREI, including, without limitation, opinion(s) addressing the following matters: (a) The Venture (i) is a limited partnership or limited liability company, as applicable, duly formed, validly existing and in good standing under the laws of the State of Delaware and has qualified to do business in, and is in good standing under the laws of each jurisdiction in which the nature of the business conducted or proposed to be conducted requires such qualification (except where the failure to do so would not have a material adverse effect thereon), (ii) has all requisite power and authority to carry on its business as now being conducted and (iii) has all requisite power to execute, deliver and perform the Transaction Documents to which it is a party; (b) Xxxxxxx (i) is a partnership or limited liability company, as applicable, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has qualified to do business in, and is in good standing under the laws of each jurisdiction in which the nature of the business conducted or proposed to be conducted requires such qualification (except where the failure to do so would not have a material adverse effect thereon), (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) has all requisite power to execute, deliver and perform the Transaction Documents to which it is a party; (c) The execution, delivery and performance of the Transaction Documents to which each of the Venture, Xxxxxxx and any Affiliates is a party have been duly authorized by all necessary action; (d) Each of the Transaction Documents to which the Venture, Xxxxxxx and any Affiliate is a party has been (i) duly executed and deliv...