Deliveries of the Seller Group Sample Clauses

Deliveries of the Seller Group. At the Closing, the Company shall, and ------------------------------ the Shareholders shall cause the Company to deliver the following items to the Buyer Group: (a) The Required Consents; (b) The opinion of Xxxxxxx & X'Xxxxxx, LLP, counsel to the Seller Group, in the form of Exhibit 7.1(b); (c) The Employment and Non-Competition Agreements referred to in section 5.7 duly executed by the respective Shareholders; (d) The Stockholders' Agreement duly executed by the Shareholders; (e) The Registration Rights Agreement duly executed by the Shareholders; (f) The Supply Agreement duly executed by PC Card; (g) Stock certificates representing the Company Shares, duly indorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (h) A certificate duly executed by the secretary of the Company, attesting, with respect to the Company, the resolutions duly and validly adopted by the Board of Directors of the Company evidencing the authorization of its execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, as to its Articles of Organization and Bylaws, and as to the incumbency of each of its executive officers; (i) A certificate with respect to the Company from the Secretary of State of the Commonwealth of Massachusetts attesting as to its valid existence as of a date recent to the Closing Date; (j) The Articles of Merger; (k) The Certificate of Non-Foreign Status; (l) The Amended and Restated Lease; and (m) All documentation required by Section 5.8 of this Agreement.
Sample 1
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Deliveries of the Seller Group. At the Closing, the Company shall, and the Shareholders shall cause the Company to, deliver the following items to the Buyer Group: (a) The Required Consents; (b) The Employment Agreements referred to in section 5.6 duly executed by the respective Shareholders; (c) The Escrow Agreement duly executed by the Company and the Shareholders; (d) Stock certificates representing the Company Shares, duly indorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (e) A certificate duly executed by the secretary of the Company, attesting, with respect to the Company, the resolutions duly and validly adopted by the Board of Directors of the Company evidencing the authorization of its execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, as to its Articles of Incorporation and Bylaws, and as to the incumbency of each of its executive officers; (f) A certificate with respect to the Company from the Secretary of State of the State of Texas attesting as to its valid existence as of a date recent to the Closing Date; (g) The Articles of Merger; and (h) The Certificate of Non-Foreign Status.
Sample 1
Deliveries of the Seller Group. In addition to the taking of such other actions as may be provided for in this Agreement, at the Closing the Seller Group shall deliver or caused to be delivered to the Buyer: (i) Certificates, if any, representing all outstanding equity interests in Taiwan Owner, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, and the certificates, if any, representing the KTC Shares held in the name of Taiwan Owner; provided, however, that if the KTC Shares are in scripless form, a copy of KTC share registrar confirming the KTC Shares are owned by Taiwan Owner, as well as associated minute books and records of KTC and Taiwan Owner. (ii) Except for the Permitted Liens, evidence of the payment of all Indebtedness and the release, discharge or termination of all Liens on assets of KTC or of Seller with respect to the US Business, including without limitation evidence of the termination and removal of all UCC-1 financing statements, or equivalent under the laws of Taiwan, and the discharge of all monetary Liens. (iii) Executed originals or facsimile copies of any Required Consents, if any. (iv) All invoices and such other supporting documentation as is reasonably necessary for the parties to determine and verify the Seller Transaction Fees to the extent unpaid and owing by KTC or Taiwan Owner as of the Closing. (v) Resignations and releases from those directors and officers of the Taiwan Owner requested by Buyer, including a release by any such director or officer of Taiwan Owner from all claims in connection with their role as an officer, employee and/or director. (vi) The Escrow Agreement duly executed by Seller. (vii) Bills of sale, instruments of assignment, certificates of title and other conveyance documents, as applicable, dated as of the Closing Date, transferring to the Buyer all of such Seller’s right, title and interest in and to the Assets, together with possession of the Assets, including the Xxxx of Sale substantially in the form of Exhibit 4 (the “Xxxx of Sale”), all duly executed by Seller. (viii) Documents evidencing the assignment of the Purchased Contracts, including the Assignment and Assumption Agreement substantially in the form of Exhibit 5 (the “Assignment and Assumption Agreement”), all duly executed by Seller. (ix) An Estoppel and Consent Certificate substantially in the form attached as Exhibit 6 executed by the landlord of the Leased Real Property. (x) The IP Assignment and Assumption Agre...
Sample 1

Related to Deliveries of the Seller Group

  • 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

  • Deliveries by the Sellers Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchasing Parties: (a) an Instrument of Assignment and Bxxx of Sale substantially in the form attached as Exhibit A, duly executed by the Seller (the "Instrument of Assignment and Bxxx of Sale"); (b) a special warranty deed ("Deed") in recordable form relating to the Owned Real Property substantially in the form attached as Exhibit B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the "Trademark Assignment") and a Patent Assignment substantially in the form attached as Exhibit D (the "Patent Assignment"), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the "Assumption Agreement"), duly executed by the Seller; (e) a Transition Services Agreement substantially in the form attached as Exhibit F (the "Transition Services Agreement"), duly executed by the Seller; (f) a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller; (g) a certificate, dated the Closing Date and signed by a senior officer of the Seller, certifying the satisfaction of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c); (h) a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (i) a certificate of the Secretary of the Seller certifying as accurate and complete as of the Closing certain resolutions adopted by the Board of Directors of the Seller approving the execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactions; (j) UCC termination statements, if any, and any other necessary documents that, when filed on the Closing Date, will be sufficient to release all Liens (other than Permitted Liens) on the Assets; (k) a certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (l) all other previously undelivered documents required to be delivered by the Seller to the Purchasing Parties at or prior to the Closing pursuant to this Agreement.

  • 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").

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder. (b) WESCO hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO conducted such data-processing functions while it acted as the Servicer.

  • Respective Liabilities of the Depositor and the Servicer The Depositor and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

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