Deliveries of the Company and Sellers Sample Clauses

Deliveries of the Company and Sellers. At the Closing, the Company and each of the Sellers shall deliver, or cause to be delivered, to the Parent the following: Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
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Deliveries of the Company and Sellers. (i) No later than the Closing, the Company shall deliver to Buyer the Required Company Approvals (and any other Company Governmental Approvals and Company Third Party Consents obtained by the Company prior to the Closing). (ii) No later than the Cut-Off Date, (A) each Seller shall deliver to Buyer payment instructions indicating the bank account(s) to which Buyer should pay such Seller, by wire transfer of immediately available funds, such Seller’s percentage of the Estimated Cash Purchase Price in accordance with the percentage set forth across such Seller’s name on Schedule 1.1(f) and (B) the Company shall deliver to Buyer the Closing Balance Sheet. (iii) At the Closing, Sellers shall deliver to Buyer (A) certificates representing the Purchased Shares, endorsed in blank and accompanied by executed stock transfer powers, (B) documentation evidencing termination of the Shareholder Agreement and Nonsolicitation and Confidentiality Agreement prior to Closing, and (C) the Employment Agreements duly executed by Xxxxx Xxxxx and Xxxxxxxx Xxxxxx-Xxxxxx and the Non-Compete and Non-Solicitation Agreement duly executed by Xxxxxx Xxxxx. (iv) At the Closing, Sellers shall deliver to Buyer, or shall cause to be delivered to Buyer, (A) duly executed Escrow Agreement; (B) the certificates required by Sections 9.2(c), 9.2(d) and 9.2(e); (C) resignations of all of the members of the board of directors and all executive officers of the Company, except as may otherwise be specified by Buyer in writing and (D) any and all other agreements, certificates, instruments and documents otherwise, required of Sellers or the Company under this Agreement or as may reasonably be requested by Buyer.
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Related to Deliveries of the Company and Sellers

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company. (b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Deliveries of Buyer At or prior to the Closing, BUYER shall deliver to SELLER: (a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5; (b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken; (e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken; (f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB; (g) the License Agreement, executed by SUB; (h) the Sublease Agreement, executed by SUB; (i) the Patent Purchase Agreement executed by PARENT; and (j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

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