Common use of Deliveries of the Seller at Closing Clause in Contracts

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 minute books and share transfer records of each Acquired Company or the foreign Law equivalent thereof.

Deliveries of the Seller at Closing. Subject to the conditions to the obligations of the Seller in Article VI, at or prior to At the Closing, the Seller shall deliver or cause to be delivered to the Buyer Purchaser the following: (a) certificates evidencing Deeds to the Equity Interests for each Direct Acquired CompanyReal Estate, free from all liens, except for the Permitted Exceptions ("Deeds"). (b) A xxxx of sale conveying the Personal Property "as is" and "where is" and without any warranty or representation of any kind or nature, except that the Personal Property shall be free and clear of all liens and encumbrances arising by, through or under Seller ("Bills of Sale"). (c) Certificates of resolutions of the members of the Seller authorizing the transactions contemplated hereby, certified by the Managing Member of the Seller. (d) Certificates of the Managing Member of the Seller as to incumbency and other related matters. (e) Closing Certificate referred in Section 8.3 executed by the Seller. (f) Certificate of Seller, executed under the pains and penalties of perjury, stating that the Seller is not a "foreign person," as defined in Section 1445(f) of the Code and the regulations issued thereunder, in order to comply with Section 1445(b)(2) and the regulations issued thereunder, in such form as the Purchaser may require in its reasonable discretion or the title insurance company issuing the title policy may reasonably require. (g) A certification of the information necessary to complete and file with the Internal Revenue Service a Form 1099-S in connection with the conveyance of the Real Estate. (h) Assignment and Assumption Agreements with respect to the limited partnership interests in each all 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 Seller's right, title and interest in (if any) and to the Equity Interests Service Contracts and Permits (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 if any) 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;Purchaser. (i) the TET Assignment and Assumption AgreementTermination of Leases from Seller, duly executed unless otherwise directed by the applicable Affiliates of the Seller;Purchaser pursuant to Section 12 below. (j) Such other documents and instruments as are customary in the Foreign Implementing Agreements, if any, duly executed by jurisdiction in which each Facility is located to vest in Purchaser fee simple title to the Real Property and title to the Other Property Rights and release all security interests and rights of Seller and/or one or more of its Affiliates which are a party therein and 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 minute books and share transfer records of each Acquired Company or the foreign Law equivalent thereof.

Deliveries of the Seller at Closing. Subject to the conditions to the obligations of the Seller in Article VI, at or prior to At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the followingBuyer: (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”)following documents, duly endorsed in blank or with appropriate stock powers executed by Seller: (i) the Assignment and Xxxx of Sale; (ii) the Trademark Assignment Agreements/Deeds; (iii) the Patent Assignment Agreement/Deeds; (iv) the IP Assignment Agreements/Deeds; (v) the Assumption of Liabilities Deed; and (vi) the Transition Services Agreement, 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);hereto as Exhibit G. (b) with respect to each of the shareholders registers Acquired Subsidiaries (A) the deliverables set forth in Exhibit H with respect to transfer of Necam Holding B.V.the Subsidiary Shares and Buyer’s ownership of such shares upon consummation of the Closing; and (B) resignation notices of the directors appointed by the Seller to the respective boards of directors of the Acquired Subsidiaries, Necam B.V. in the form attached hereto as Exhibit I and Teleflex GFI Europe, B.V.such other documents as may be required to effect resignation of such directors in the applicable jurisdiction; (c) the Real Property Purchase Agreement duly executed assignments of the Ecotrans LP Interests by Seller, and the GFI LP Interests and other documents deliverables by Seller to be delivered on or instruments that are required by Law prior to convey, transfer and assign to Closing as set forth in the Buyer all right, title and interest in and to such limited partnership interests from TFX Holding to the BuyerReal Property Purchase Agreement; (d) a certificate executed by a duly executed resignations, effective as authorized officer of the Closing DateSeller, of each officer confirming that the conditions precedent set forth in Sections 9.2(a), 9.2(b) and member of the board of directors of each Acquired Company9.2(c) have been met, which, for non-employee officers and directors only, shall include a release, in the form and substance of which shall be reasonably acceptable to the Buyer and the Sellerattached hereto as Exhibit J; (e) the Kitchener Lease Agreement duly executed by the Seller or an Affiliate of the Seller(i) all Essential Consents and (ii) all other Required Consents obtained prior to Closing; (f) a copy of the Transition Services Agreement IIA Approval; (g) a confirmation duly executed by the Seller; (g) the Mutual Release Agreement duly executed by ’s corporate secretary, attesting that the Seller and itshas duly adopted all required corporate approvals to authorize the consummation of the transactions contemplated by this Agreement; and (h) the Intellectual Property Transfer Agreement duly written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, executed by the Seller holder of or parties to each such Lien, in form and substance reasonably satisfactory to Buyer 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 minute books and share transfer records of each Acquired Company or the foreign Law equivalent thereofcounsel.

Deliveries of the Seller at Closing. Subject to the conditions to the obligations of the Seller in Article VI, at or prior to At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the followingBuyer: (a) certificates evidencing a xxxx of sale conveying the Equity Interests for each Direct Acquired CompanyAssets, except with respect to in the limited partnership interests in each form of Ecotrans LP Exhibit A hereto (the “Ecotrans LP Interests”) and GFI LP (the “GFI LP InterestsXxxx of Sale”), duly endorsed in blank or with appropriate stock powers attached thereto duly endorsed in blank and other documents or instruments that are required executed 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)Seller; (b) an assignment and assumption agreement, in the shareholders registers form of Necam Holding B.V.Exhibit B hereto (the “Assignment and Assumption Agreement”), Necam B.V. and Teleflex GFI Europe, B.V.duly executed by the Seller; (c) duly executed assignments a certificate of good standing, or equivalent certificate, for the Seller, dated within ten (10) days of the Ecotrans LP Interests and Closing Date, issued by 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 Buyerappropriate Government; (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 certificate referred to the Buyer and the Sellerin Section 9.1(b); (e) the Kitchener Lease Agreement Transition Services Agreement, in the form of Exhibit D hereto (the “Transition Services Agreement”), which sets forth the duties and obligations of the Parties during the transition period set forth therein, duly executed by the Seller or an Affiliate of the Seller; (f) the Transition Services Agreement Reseller Agreement, duly executed by the Seller; (g) a copy, certified by the Mutual Release Agreement Seller to be true, complete and correct as of the Closing Date, of the resolutions of the Board of Directors of the Seller, authorizing and approving the transactions contemplated hereby; (h) such additional bills of sale, assignments, certificates of title and other instruments of transfer, duly executed by the Seller Seller, in such forms and its (h) covering such matters as Buyer may reasonably request, transferring the Assets to Buyer, including without limitation assignments related to the transfer of the Business Intellectual Property Transfer Agreement duly executed by the Seller and its Affiliates which are a party theretoProperty; (i) the TET Assignment and Assumption Agreement, a duly executed by certificate of non-foreign status (a “FIRPTA Certificate”) from Seller certifying that it is not a foreign Person within the applicable Affiliates meaning of Section 1445(f)(3) of the Seller;Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); and (j) such other customary documents as reasonably requested by Buyer and consistent with the Foreign Implementing Agreements, if any, duly executed by the Seller and/or one or more terms 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 minute books and share transfer records of each Acquired Company or the foreign Law equivalent thereofthis Agreement.