Deliveries to Purchaser Sample Clauses

Deliveries to Purchaser. Purchaser shall have received the following: (i) a certified copy of the power and authority of the individual(s) acting on behalf of any of the Sellers, or any of the Free Shares Holders, of the Holder Representative for the purposes of the Closing; (ii) the share transfer forms (ordres de mouvement) related to the Shares, duly completed and signed by each Seller in favor of Purchaser; (iii) three (3) originals of the French Short Form Transfer Agreement, duly executed by the Sellers in the form of the draft attached hereto as Exhibit D; (iv) the up-to-date originals of (i) the share transfer register (registre des mouvements de titres) of Corlieve, (ii) the shareholders’ accounts (comptes d’actionnaires) of Corlieve, (iii) the registries of the minutes of the meetings of the Comité de Supervision (supervisory board) and of the decisions of the President, (iv) the registry(ies) of the minutes of the general shareholders’ meetings of Corlieve (registre(s) des procès-verbaux des Assemblées Générales) and the attendance sheets to such shareholders’ meetings (▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇); (v) a copy of the Escrow Agreement, signed by the Holder Representative and the Escrow Agent; (vi) the resignations, effective as of the Closing, of all of the members of the management (including the President of Corlieve) and the Comité de Supervision (supervisory board) of Corlieve; (vii) a certificate duly executed by the Holder Representative, dated the Closing Date, certifying that the conditions with respect to Purchaser’s obligations under this Agreement set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (viii) an instrument evidencing the termination of the Shareholders Agreement, signed by each party thereto; (ix) a copy of the Paying Agent Agreement, signed by the Holder Representative and the Paying Agent; (x) a copy of the Licensed Know-How Schedule, dated as of the Closing Date; (xi) Execution and delivery of such other documents and agreements as have been mutually agreed by the Parties as of the date hereof. (xii) Execution and delivery of new employment agreements (including in respect of the amended vesting terms of outstanding unvested Free Share awards, with a vesting at six (6) months following the Closing Date) between the Purchaser or its Affiliates and each of [*] on the terms mutually agreed as of the date hereof ; and (xiii) such other certificates or other documents reasonably requested and necessary to effectuate...

Deliveries to Purchaser. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to the Purchaser the following, each dated as of the Closing Date and in form and substance reasonably satisfactory to the Purchaser: (i) this Agreement, duly executed by the Company; and (ii) such other statements, agreements, good standing certificates, and other documents as the Purchaser may reasonably require.

Deliveries to Purchaser. All terms and amounts to be delivered, remitted or otherwise furnished by Seller to Purchaser pursuant hereto or in connection herewith shall, except as otherwise provided for herein, be delivered, remitted or furnished to Purchaser at its office at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be agreed upon.

Deliveries to Purchaser. At the Closing there shall be delivered to Purchaser: (a) The opinion of Seller's legal counsel, dated the Closing Date in substantially the form of Schedule 8.2(a); (b) Certificates dated as of the Closing Date, executed by an officer of Seller certifying (i) that the representations and warranties of Seller contained in this Agreement are true and complete in all material respects as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made solely as of a prior date; (ii) that Seller has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date; and (iii) that Seller is not aware of any basis for a claim for indemnification under Article XI hereof which could be asserted against Purchaser after the Closing; (c) For each leasehold interest included in the Assets, certificates of estoppel and, if requested by Purchaser, non-disturbance and attornment commitments, from the respective landlords of such leaseholds, acknowledging the existence of the lease for each such leasehold interest, certifying that each such lease remains in full force and effect and that Seller is not in material breach thereof or in default thereunder, certifying that there have been no oral modifications to the lease for each such leasehold interest and that copies of all written modifications have been provided, certifying the amount of the then current rental for the leasehold interest and whether such landlord holds a security deposit for such leasehold, certifying the date of the expiration of the leasehold interest and that no rent due under the lease for each such leasehold that is due and payable has not been paid in full, and consenting to the assignment by Seller to Purchaser of each such leasehold interest without material adverse changes in the terms of each such lease; (d) A written report on the results of searches in the names of Value Vision International, Inc. and KVVV for tax, lien, and judgment filings in the Secretary of State's records of the State of Texas and in the records of any county in which the Assets and the current studio(s) are located, such searches having been made no earlier than thirty (30) days prior to the Closing Date, and the cost of which searches shall be borne equally by Seller and Purchaser; (e) Subject to the provisions of Sectio...

Deliveries to Purchaser. At or prior to the Closing, the Company shall deliver to the Purchaser the following in form and substance reasonably satisfactory to the Purchaser and its counsel:

Deliveries to Purchaser. All items and amounts to be delivered, remitted or otherwise furnished by Seller to Purchaser pursuant hereto and any Assignment or in connection herewith and therewith shall, except as otherwise provided for herein and therein, be delivered, remitted or furnished to Purchaser at its office at the address set forth herein and therein or at such other place as the Purchaser may direct.

Deliveries to Purchaser. 33 Section 6.2....................................................................Deliveries to the Company. 36 ARTICLE VII SURVIVAL; INDEMNIFICATION................................................................... 37 Section 7.1...................................................Survival of Representations and Warranties. 37 Section 7.2..............................................................................

Deliveries to Purchaser. Any document or item shall be deemed “provided” or “made available” by the Company to Purchaser for purposes of Article II and Article III if such document or item is included prior to the date of this Agreement in the electronic data rooms established by the Company at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ in connection with the transactions contemplated by this Agreement.

Deliveries to Purchaser. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following, each dated as of the Closing Date and in form and substance satisfactory to such Purchaser: (i) this Agreement, duly executed by the Company; (ii) a final Disclosure Schedule, duly executed by the Company; (iii) a Note for such Purchaser duly executed by the Company with an aggregate Initial Principal Amount equal to the amount set forth on Schedule I, registered in the name of such Purchaser; (iv) the Warrants for such Purchaser duly executed by the Company registered in the name of such Purchaser; (v) the Transfer Agent Instruction Letters, duly executed by the Transfer Agent in addition to the Company; (vi) the Security Agreement and Guaranty; (vii) the Registration Rights Agreement; (viii) legal opinions of counsel to the Company (including local counsel as may be requested by such Purchaser) in form and substance acceptable to such Purchaser; an officer’s certificate and compliance certificate from each Company Party, each in form and substance acceptable to such Purchaser; and (ix) a closing statement, in form and substance acceptable to such Purchaser, and such other opinions, statements, agreements and good standing certificates, and other documents as such Purchaser may require.