Deliveries of Selling Parties Sample Clauses

Deliveries of Selling Parties. The Selling Parties shall have executed and/or delivered to the Purchaser or a party nominated by it, at or prior to the Put Share Closing the following: (i) Certificates representing the Put Shares Sold along with completed and executed registrable transfers in favor of the Purchaser or its nominee with such other bills of sale, holding statements, assignments and instruments of transfer in form and substance satisfactory to the Purchaser and its counsel, as shall be necessary to vest in the Purchaser full title to the Put Shares Sold (save for any payment of stamp duty); and all consents or Approvals necessary for the consummation of the Put Shares Closing.

Deliveries of Selling Parties. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer: 3.2.1 the Xxxx of Sale, executed by Sellers; 3.2.2 a Post-Closing Escrow Agreement, substantially in the form of Exhibit 3.2.2 hereto, dated as of the Closing Date, among the Sellers and Buyer, and the Escrow Agent thereunder (the "Escrow Agreement"), executed by Sellers and pursuant to which $250,000 of the portion of the Purchase Price payable at Closing (the "Escrow Amount") shall be deposited in escrow thereunder; 3.2.3 a Non-Competition Agreement, dated as of the Closing Date in the form of Exhibit 3.2.3 hereto, among each of Sellers and Buyer (the "Non- Compete Agreement"), as executed by each of Sellers; 3.2.4 a Non-Competition Agreement, dated as of the Closing Date, in the form of Exhibit 3.2.4 hereto, between Xxxxx Xxxxxxxx and Buyer, executed by said individual; 3.2.5 such warranty deeds, endorsements, assignments, and other instruments of Transfer, in form and substance reasonably required by Buyer, as shall be effective to vest in Buyer, good and marketable title to the Acquired Assets as provided herein; 3.2.6 instruments of assignment and transfer of all Marks, Patents and Intellectual Property to be Transferred from any of Sellers to Buyer hereunder, executed by the applicable Sellers, in form and substance satisfactory to Buyer; 3.2.7 with respect of each parcel of the Owned Real Property, evidence as to whether such parcel is located within a flood hazard area for purposes of the National Flood Insurance Act of 1968, as amended; 3.2.8 a survey (collectively, the "Survey") of each parcel of the Owned Real Property, dated not more than 60 days prior to the Closing Date, certified to Buyer and its lenders, and either (i) made in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" established and adopted by the American land Title Association and American Congress on Surveying and Mapping in 1992, and meeting the accuracy requirement of an "Urban" survey as defined therein, or (ii) meeting the applicable state survey requirements and sufficient to obtain "Extended Coverage Endorsements" for each applicable title insurance policy insuring over the general exceptions contained customarily in any such policy, in the case of both (i) and (ii) above, showing all buildings and other improvements, if any, all encroachments, if any, all set-back lines, if any, and all areas affected by any easement or other instrument of record, if any (...

Deliveries of Selling Parties. Each of the Selling Parties shall deliver the following to TFS (unless otherwise indicated below): (i) fully executed signature pages to this Agreement; (ii) the Command Schedule of Exceptions; (iii) the Harborview Schedule of Exceptions;

Deliveries of Selling Parties. Each of the Operations Entities shall deliver the following to TFS (unless otherwise indicated below): (i) a Schedule of Exceptions; (ii) a fully executed Xxxx of Sale relating to the Acquired Assets of each Operations Entity, in the form of Exhibit A attached hereto; (iii) a fully executed Assignment and Assumption Agreement relating the Assumed Liabilities of each Operations Entity, in the form of Exhibit B attached hereto (iv) a fully executed Assignment and Assumption of Lease relating to the real estate leases of each Operations Entity, if necessary, in the form of Exhibit C attached hereto; (v) Employment Agreements executed by the parties thereto, if necessary; (vi) fully executed documentation relating to the Disclosure; (vii) an opinion of counsel in form and substance reasonably acceptable to TFS;