Deliveries on the Closing Date. Seller shall have delivered or caused to be delivered to Purchaser the following documents at or prior to the Closing Date, unless otherwise specified herein:
Deliveries on the Closing Date. On the Closing Date:
Deliveries on the Closing Date. The Company and the Purchaser, as applicable, shall make the following deliveries on the Closing Date:
Deliveries on the Closing Date. At the Closing, the Selling Stockholders shall deliver or cause the Company to deliver, as applicable, to Purchaser:
Deliveries on the Closing Date. On the Closing Date, the Parties shall deliver the following, which shall be true, correct, and complete in all respects where applicable:
Deliveries on the Closing Date. (a) At the Closing, each Seller shall deliver to Purchaser, as applicable:
Deliveries on the Closing Date. On the Closing Date and prior to the execution of the Closing Certificate, Sellers shall deliver or cause the Company to deliver, as applicable, to Purchaser the items as listed in Exhibit C.
Deliveries on the Closing Date. At the Closing, the Selling Stockholders shall deliver or cause the Company to deliver, as applicable, to Purchaser: · copies of resolutions, certified by the Secretary of the Company and an authorized person of each Selling Stockholder, respectively, as to the authorization of this Agreement and all of the transactions contemplated hereby; · copies of the releases from Affiliates of the Company, pursuant to Section 6.12; · stock certificates from each of the Selling Stockholders representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached and otherwise sufficient to transfer the Shares to Purchaser free and clear of all Liens; · all documents required to transfer from Controlling Owner to Purchaser, free and clear of all Liens, all title and ownership of all shares or other equity interest (with all requisite transfer tax stamps attached and otherwise sufficient to transfer such shares and equity interest) held by the Controlling Owner in Precision de Mexico; · certificates of good standing dated not more than ten (10) Business Days prior to the Closing Date with respect to the Company issued by the Secretary of State of the State of Nebraska and for each state in which the Company is qualified to do business as a foreign corporation and with respect to each Subsidiary issued by the appropriate governmental official as to the good standing of such Subsidiary; provided that with respect to Precision de · Mexico, the Selling Stockholders shall deliver instead a joint certification from said Subsidiary’s chief executive officer and chief financial officer stating that as at the Closing Date no action has been taken to dissolve and liquidate said Subsidiary and that said Subsidiary is in substantial compliance with its obligations under the Laws of Mexico; · all instruments and documents necessary to release any and all Liens other than Permitted Exceptions, including appropriate UCC financing statement amendments (termination statements); · the certificate indicating the amount of Indebtedness to be repaid as of the Closing, pursuant to Section 6.16; and · affidavits of non-foreign status from each of the Selling Stockholders that complies with Section 1445 of the Code (a “FIRPTA Affidavit”).
Deliveries on the Closing Date. (A) On the Closing Date, Seller shall execute and deliver to Purchaser appropriate instruments of transfer in forms reasonably satisfactory to Purchaser in respect of the Assets and take all other actions, requested by Purchaser or otherwise, necessary to transfer the Assets to Purchaser free and clear of all liens, claims or other encumbrances (other than Permitted Encumbrances or as disclosed on the Disclosure Schedule) and an opinion of counsel in the form of Exhibit E hereto and Purchaser shall deliver to Seller the Purchase Price payable on the Closing Date as provided in Section 1.4(b).
Deliveries on the Closing Date. (a) At the Closing, the Seller shall Transfer to Purchaser and Purchaser’s Nominee the following equity interest certificates representing the Alestra Social Parts, duly assigned, and the Company shall deliver to the Seller and Purchaser a certification that the Transfer has been recorded:
