Delivery by Vendor Sample Clauses

Delivery by Vendor. 8 5.5 Benefit of Property Leases, Equipment Leases, Business Contracts and Statutory Licences............................................ 9 5.6 Purchaser's Obligations........................................... 9
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Delivery by Vendor. At Completion the Vendor shall deliver to the Purchaser: (a) all the Business Assets which are capable of transfer by delivery, with the intent that title shall pass by delivery; (b) the Books and Records; (c) the Business Information; (d) subject to CLAUSE 5.5 all leases and documents giving rights in relation to the Property Leases (including any documents varying, revising or renewing such leases) and duly executed deeds of assignment of the Property Leases consented to by the Landlords; and (e) such other documents as may reasonably be required by the Purchaser (and to be notified to the Vendor, at least five Business Days prior to the Completion Date) to be produced at Completion to complete the sale and purchase of the Business Assets.
Sample 1Sample 2Sample 3See All (4)
Delivery by Vendor. On or prior to Closing, the Vendor will deliver to the Purchaser on payment of the Purchase Price the following on the Vendor's form: (a) an executed transfer/deed in respect of the Axxxxxxxx Property in duplicate and in registerable form; (b) an executed transfer/deed in respect of the Txxx Property in duplicate and in registerable form; (c) assignments of all warranties and guarantees from third parties, if any, with respect to the Properties; (d) a Certificate of the Vendor confirming that it is not a "non-resident" of Canada within the meaning and purpose of Section 116 of the Income Tax Act (Canada); (e) the Statement of Adjustments with regard to the Properties to be prepared by the Vendor; (f) the Axxxxxxxx Xxxx of Sale and the Txxx Xxxx of Sale, in each case if applicable; (g) a Certificate of the Vendor confirming the representations and warranties set forth in Section 3.1 as at the Time of Closing and the survival thereof to the extent provided in Section 3.3 hereof; (h) the Axxxxxxxx Lease Termination Agreement and the Txxx Lease Termination Agreement, duly executed by the Vendor and in the Vendor's form; (i) the undertaking to re-adjust by the Vendor referred to in Section 4.4; and (j) the Baden Lease Extension Agreement.
Sample 1

Related to Delivery by Vendor

  • Delivery by Buyer At the Closing, Buyer shall deliver to Seller a certificate representing the EYEQ Shares.

  • Delivery by Seller At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.

  • Delivery by Facsimile This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

  • DELIVERY: FOB DESTINATION, INSIDE DELIVERY, FREIGHT PAID Whenever possible, contractors should give the ordering entities 3 working days prior notice of any deliveries and/or installations. Furniture contractors will not be responsible for the removal/moving of existing furnishings unless requested by the ordering entity. Contractors should verify site readiness prior to delivery. All deliveries will be made during normal working hours unless otherwise arranged with the ordering entity. Contractor will communicate any scheduling delays and/or changes immediately. Agencies will not be responsible for any freight damage, concealed or otherwise.

  • Delivery by Telecopier Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

  • Delivery Terms All products sent to Customer shall be sent EX Works (EXW) or FCA Company’s facility in El Cajon, CA, and in domestic packing. Customer will bear and pay for all taxes of any nature imposed prior to, at the time of, or after delivery to, the carrier at the EXW point. Customer shall also bear and pay for all charges for freight, shipping, consular fees, customs duties, and all costs and charges.

  • DELIVERY OUT The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.

  • Delivery Term The period for which prices for All-Requirements Power Supply have been established, as set forth in Exhibit A.

  • Deliveries by Purchaser At each Closing, Purchaser shall deliver to Stayton with respect to the Initial Closing Properties, or each Deferred Property being conveyed, as applicable, the following: (a) the Cash Consideration Amount payable to Stayton at the applicable Closing in accordance with Section 2.5(c), and, if applicable in connection with the Initial Closing, the instruments contemplated by Section 2.6(b) evidencing the Rollover Equity; (b) a fully executed assignment and assumption agreement described in Section 8.3(c) above; (c) in connection with the Closing of the Initial Closing Properties only, with respect to Properties in which Purchaser has NOT received all Licensing Approvals on or prior to the Initial Closing Date, a signed Interim Operating Agreement, with all exhibits and schedules attached thereto; (d) a fully executed assignment and assumption agreement described in Section 8.3(f) above; (e) if applicable, duly completed and executed real estate transfer tax filings for the applicable Properties consistent with Section 14.13(c); (f) a closing statement, prepared and approved by Stayton and Purchaser, consistent with the terms of this Agreement and duly executed by Purchaser; (g) such other assignments, instruments of transfer, and other documents as Stayton may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Purchaser with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Purchaser; (h) a duly executed and sworn Secretary's Certificate from Purchaser certifying that Purchaser has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and (i) an executed and acknowledged incumbency certificate from Purchaser certifying the authority of the officers of Purchaser to execute this Agreement and the other documents delivered by Purchaser to Stayton at the Closing.

  • Failure to Deliver Conversion Shares If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued to such Holder pursuant to the rescinded Conversion Notice.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!