Delivery of Ancillary Agreements. Buyer shall have delivered duly executed counterparts to each of the Ancillary Agreements to which it is a party to Sellers.
Delivery of Ancillary Agreements. Buyers will have delivered duly executed copies of each of the applicable Ancillary Agreements.
Delivery of Ancillary Agreements. Sellers will have delivered duly executed copies of each of the Company Ancillary Agreements, which shall be in full force and effect. GM Buyers will have delivered duly executed copies of the GM/Company Ancillary Agreements to which they are a party.
Delivery of Ancillary Agreements. The Seller shall have furnished to Purchaser documents described in Section 2.6(c) hereof.
Delivery of Ancillary Agreements. Seller shall have delivered to Buyer an executed copy of each of the Ancillary Agreements to which Seller is a party.
Delivery of Ancillary Agreements. Buyer shall have received a copy of each of the Ancillary Agreements fully executed by the other parties thereto, including:
5.8.1 a membership interest assignment and assumption agreement in the form attached hereto as Exhibit D (the “Membership Interest Assignment and Assumption Agreement”), duly executed by each Seller;
5.8.2 instructions for or confirmation of the payment amounts for all Company Transaction Expenses to be paid at and as of the Closing Date;
5.8.3 one (1) or more payoff letters, drafts of which shall have been delivered to Buyer at least five (5) Business Days prior to the Closing Date, executed by the lenders with respect to all Closing Indebtedness, if any, setting forth the amounts (including principal and accrued but unpaid interest) necessary to repay any such lender in full through the Closing Date;
5.8.4 the Escrow Agreement, duly executed by each Seller and the Escrow Agent (provided, however, the failure of the Escrow Agent to execute the Escrow Agreement shall not constitute a breach of this Agreement by any Seller);
5.8.5 duly executed letters of resignation from each director of the Acquired Companies, effective as of the Closing Date; and
5.8.6 any other documents reasonably requested by Buyer to effect the Contemplated Transactions.
Delivery of Ancillary Agreements. The Sellers shall have received a copy of each of the Ancillary Agreements fully executed by the other parties thereto, including the Membership Interest Assignment and Assumption Agreement.
Delivery of Ancillary Agreements. Prior to or as of the Distribution, the Parties shall execute or adopt, as applicable, and deliver, or shall cause to be executed and delivered, each of the Ancillary Agreements.
Delivery of Ancillary Agreements. Prior to the Distribution, each Party shall deliver or cause to be delivered to the other Parties (to the extent not already in their possession) executed counterparts to all Ancillary Agreements to which such Party or a member of its Group is a party, including all Conveyancing and Assumption Instruments.
Delivery of Ancillary Agreements. The Seller shall have furnished to Purchaser fully executed Intellectual Property Assignments in accordance with Section 2.4 hereof. 8.6
