Delivery of Additional Instruments. On the Closing Date, unless waived in writing by Purchaser, the Company shall deliver, or cause to be delivered to the Purchaser, the documents and instruments referenced in Section VI(b)(ii), in form and substance satisfactory to Purchaser and its counsel.
Delivery of Additional Instruments. On the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer the documents and instruments, in form and substance satisfactory to Buyer and its counsel, set forth in Section 9.1.
Delivery of Additional Instruments. On the Closing Date, Seller shall ---------------------------------- deliver, or cause to be delivered to Buyer, the following documents and instruments, in form and substance satisfactory to Buyer and its counsel, unless waived in writing by Buyer:
(a) The Xxxx of Sale and Assumption Agreement in substantially the form of Exhibit G hereto, duly executed by Seller (the "Xxxx of Sale"); ---------
(b) Evidence of the receipt of all third party consents necessary to enable Seller to consummate the transactions contemplated herein and to utilize the Licenses and Permits referenced in Section 4.12(b) hereof;
(c) UCC Termination Statements, and such instruments and other documents as Buyer may reasonably request, from all persons holding any security interests or other Encumbrances or any other adverse interests in or on any of the Purchased Assets, terminating and discharging all of such security interests and Encumbrances;
(d) The Principal Agreements, duly executed by Seller;
(e) A legal opinion, in substantially the form attached hereto as Exhibit H-1, of Xxxxxxx X. Xxxxxxx, counsel to Seller; -----------
(f) A good standing certificate, dated as of a date that is not more than ten (10) days prior to the Closing Date, from the Secretary of State of Delaware, for Seller; and
(g) Such other documents and instruments as Buyer or Buyer's counsel may reasonably request so as better to evidence or effectuate the transactions contemplated hereby.
Delivery of Additional Instruments. On the Closing Date, Seller shall deliver, or cause to be delivered to Buyer, the following documents and instruments, in form and substance satisfactory to Buyer and its counsel, unless waived in writing by Buyer:
(a) The Xxxx of Sale and Assumption Agreement in substantially the form of Exhibit B hereto, duly executed by Seller (the “Xxxx of Sale”);
(b) Evidence of the receipt of all third party consents described on Schedule 3.1 or otherwise referred to in Section 3.1 in connection with the consummation of the transactions contemplated herein;
(c) A legal opinion of counsel to Seller in such form as is reasonably satisfactory to Buyer;
(d) A Certificate of Status, dated as of a date that is not more than ten (10) days prior to the Closing Date, from the Ministry of Consumer and Business Affairs of the Province of Ontario, for Seller; and
(e) Such other documents and instruments as Buyer or Buyer’s counsel may reasonably request so as better to evidence or effectuate the transactions contemplated hereby.
Delivery of Additional Instruments. (i) The Company shall ---------------------------------- give to the Agent, and/or cause the appropriate party to give to the Agent, from time to time such additional or supplemental mortgage, deed of trust or assignments on the Real Estate or real estate acquired after the date hereof as the Agent shall require to obtain a valid first lien thereon subject only to those exceptions of title as set forth in future title insurance policies that are satisfactory to the Agent.
(ii) The Company shall give to the Agent, and/or shall cause the appropriate party to give to the Agent, from time to time such additional or supplemental pledge or security agreements with respect to General Intangibles of the Company and Capital Stock of the Company as the Agent shall require to obtain valid first liens thereon.
Delivery of Additional Instruments. On the Closing Date, unless waived in writing by Seller, the Buyer shall deliver, or cause to be delivered to Seller, the following documents and instruments, in form and substance satisfactory to Seller and their counsel:
(a) The Non-Competition Agreement, the Bill xx Sale and the Escrow Agreement, duly executed by Buyer;
(b) Good standing certificates, dated not more than 10 days prior to the Closing Date, from the Delaware Secretary of State for Buyer; and
(c) Such other documents and instruments as Seller or Seller's counsel may reasonably request to better evidence or effectuate the transactions contemplated hereby.
Delivery of Additional Instruments. On the Closing Date, Seller shall deliver, or cause to be delivered to Escrow, the following documents and instruments, in the form required herein, unless waived in writing by Buyer:
(a) The Xxxx of Sale and Assumption Agreement in substantially the form of Exhibit D hereto, duly executed by Seller (the “Xxxx of Sale”);
(b) Evidence of the receipt of all required approvals of governmental authorities and all third party consents necessary to enable Seller to consummate the transactions contemplated herein, a list of which is attached hereto as Schedule 8.6(b);
(c) UCC termination statements and such instruments and other documents as Buyer may reasonably request, from all persons holding any security interests or other Encumbrances or any other adverse interests in or on any of the Purchased Assets, terminating and discharging all of such security interests and Encumbrances.
(d) A good standing certificate, dated as of a date that is not more than ten (10) days prior to the Closing Date, from the Nevada Secretary of State, for Seller;
(e) Such other documents and instruments as Buyer or Buyer’s counsel may reasonably request so as better to evidence or effectuate the transactions contemplated hereby.
Delivery of Additional Instruments. On the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller the following documents and instruments, in form and substance satisfactory to Seller and its counsel, unless waived in writing by Seller:
(a) the Registration Rights Agreement, duly executed by Buyer;
(b) Consent and release, duly executed by Foothill;
(c) good standing certificates, dated as of a date that is not more than ten days prior to the Closing Date, from the Secretary of State of Delaware, for Buyer; and
(d) such other documents reasonably satisfactory to Seller as Seller may reasonably request in good faith for the purpose of (A) evidencing the accuracy of any representation or warranty made by Buyer, (B) evidencing the compliance by Buyer with, or the performance by Buyer of, any covenant or obligation set forth in this Agreement or any other Transaction Agreement, (C) evidencing the satisfaction of the conditions set forth in this Section 8 or (D) otherwise facilitating the consummation of the purchase and sale of the Purchased Assets and the other transactions contemplated by this Agreement.
Delivery of Additional Instruments. On the Closing Date, unless waived in writing by Seller, the Buyer shall deliver, or cause to be delivered to Seller, the following documents and instruments, in form and substance satisfactory to Seller and their counsel:
(a) The Bill xx Sale duly executed by Buyer;
(b) The Registration Rights Agreement duly executed by Buyer; and
(c) Such other documents and instruments as Seller or Seller's counsel may reasonably request to better evidence or effectuate the transactions contemplated hereby.
Delivery of Additional Instruments. On the Closing Date, unless waived in writing by Company, the Purchaser shall deliver, or cause to be delivered to Company, the Initial Purchase Price and the documents and instruments referenced in Section VI(b)(i), in form and substance satisfactory to Company and its counsel.
