Deliveries of the Seller at Closing Sample Clauses

Deliveries of the Seller at Closing. Subject to the conditions to the obligations of the Seller in Article VI, at or prior to the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following: (a) certificates evidencing the Equity Interests for each Direct Acquired Company, except with respect to the limited partnership interests in each of Ecotrans LP (the “Ecotrans LP Interests”) and GFI LP (the “GFI LP Interests”), duly endorsed in blank or with appropriate stock powers attached thereto duly endorsed in blank and other documents or instruments that are required by Law to convey, transfer and assign to the Buyer all right, title and interest in and to the Equity Interests (including, in the case of any entities formed under the laws of The Netherlands, the execution of a notarial deed of transfer executed before a civil law notary in The Netherlands in form reasonably acceptable to the Buyer); (b) the shareholders registers of Necam Holding B.V., Necam B.V. and Teleflex GFI Europe, B.V.; (c) duly executed assignments of the Ecotrans LP Interests and the GFI LP Interests and other documents or instruments that are required by Law to convey, transfer and assign to the Buyer all right, title and interest in and to such limited partnership interests from TFX Holding to the Buyer; (d) duly executed resignations, effective as of the Closing Date, of each officer and member of the board of directors of each Acquired Company, which, for non-employee officers and directors only, shall include a release, the form and substance of which shall be reasonably acceptable to the Buyer and the Seller; (e) the Kitchener Lease Agreement duly executed by the Seller or an Affiliate of the Seller; (f) the Transition Services Agreement duly executed by the Seller; (g) the Mutual Release Agreement duly executed by the Seller and its (h) the Intellectual Property Transfer Agreement duly executed by the Seller and its Affiliates which are a party thereto; (i) the TET Assignment and Assumption Agreement, duly executed by the applicable Affiliates of the Seller; (j) the Foreign Implementing Agreements, if any, duly executed by the Seller and/or one or more of its Affiliates which are a party thereto; (k) the certificate required under Section 5.3; (l) the schedule contemplated by Section 7.16(a); (m) a list of all Employees as of the Closing Date updating the list contemplated by Section 3.15(b) (including the information described in Section 7.16(a)); (n) the Material Waivers; and (o) the min...
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Deliveries of the Seller at Closing. Seller shall deliver the following to Buyer at Closing: (a) fully executed certificates of the Stock of the Company, free and clear of all liens and encumbrances of any kind, (b) all third party consents which may be necessary of desirable in connection with the transactions contemplated hereby, and (c ) any other certificates, documents, and instruments reasonably required to complete the transaction.
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Deliveries of the Seller at Closing. Subject to the conditions to the obligations of the Seller in Article VI, at the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following: (a) duly executed assignments of uncertificated interests effecting the transfer of the Equity Interests from the Seller to the Buyer; and (b) all of the certificates, resignations, agreements, documents and other instruments set forth in Article V.
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Deliveries of the Seller at Closing. Prior to or simultaneously with the Closing, the Seller shall deliver or cause to be delivered to the Buyer; (a) all consents and approvals from Governments and third parties, under Contracts or otherwise, as set forth on Schedule 3.1(d) necessary to insure that the Buyer will continue to have the same full rights with respect to the Equipment as the Seller had immediately prior to the consummation of the transaction contemplated hereunder; (b) all Records as of the Closing Date; (c) a certificate of an officer of the Seller in accordance with Section 9.1; (d) a receipt for the Closing Payment; and (e) the Security Agreement, duly executed by the Seller.
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Related to Deliveries of the Seller at 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

  • 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 Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

  • 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").

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • 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.

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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