Delivery of Documents by Sellers Sample Clauses

Delivery of Documents by Sellers. On the First Closing Date, Sellers shall deliver the following: 6.02.1 Sellers shall deliver to the Escrow Agent their shares of capital stock which are the subject of this Agreement, duly endorsed for transfer, with signature guaranteed thereon; 6.02.2 Sellers shall deliver to Buyer at the Closing a certificate that the representations and warranties set forth in Article IV hereof are true and correct in all respects at and as of the First Closing Date; 6.02.3 Sellers shall deliver to Buyer a supplement to Exhibit "A" attached hereto dated as at the First Closing Date indicating thereon any material additional contracts not referred to on Exhibit "A" together with copies of all contracts between SMTEK and third parties referred to in said supplement and Exhibit "A." 6.02.4 Sellers shall deliver to Buyer the opinion, speaking and dated as of the First Closing Date, and automatically excluding any item from the opinion as to which the Agreement permits exclusion, of , Esq., as legal counsel to the Sellers in form and substance satisfactory to Buyer and Buyer's counsel, Charxxx Xxxx Xxxxxx, Xxq., to the effect that: (a) SMTEK is duly organized, validly existing and in good standing under the laws of the State of California and has all requisite power to own, lease and operate its properties and to carry on its business as then being conducted. (b) The issued and outstanding capital stock of SMTEK is as set forth herein; that all of the issued and outstanding shares are validly issued, fully paid and nonassessable, and that the Sellers are the owners of record of the stock which is the subject matter of the agreement. ------------------------------------------------------------------------------- Agreement for Purchase of Shares Page 10. 11 (c) Sellers have good and marketable title to their shares of capital stock sold herein with full right and power to transfer and sell said shares to Buyer, free and clear of all liens, encumbrances, restrictions, voting trusts, and claims. (d) There are no outstanding subscriptions, warrants or options for the purchase of shares of said capital stock or any securities convertible into or exchangeable for shares of said capital stock or any other commitments of any kind for the issuance of additional shares of said capital stock of SMTEK. (e) Neither the execution and delivery of this Agreement nor the performance of the transactions contemplated hereby will constitute a breach of the Articles of Incorporation or By-Laws o...
Sample 1
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Delivery of Documents by Sellers. At the Closing, in addition to those documents set forth in Section 5(a) of the Original Agreement and any other documents specifically required to be delivered or acts required to be done pursuant to the Purchase Agreement, Sellers will deliver, or cause to be delivered, (i) to Title Company, a survey affidavit reasonably acceptable to the Title Company, such that Title Company will issue an ALTA extended coverage owner’s policy of title insurance without a general survey exception (the “Title Policy”), and (ii) to Buyer, sequential written actions by the members of the applicable Boards of Directors described below evidencing, to the reasonable satisfaction of Buyer: (a) The resignation of the Seller designated/appointed members then serving on the Board of Directors of Treasures On The Bay Master Association, Inc. and then serving on the Board of Directors of Treasures On The Bay III Condominium Association, Inc.; and (b) The appointment of three of Buyer’s representatives (Buyer will provide specific names of its representatives to Sellers at least 5 days prior to the Closing) (i) to the Board of Directors of Treasures On The Bay Master Association, Inc. and (ii) to the Board of Directors of Treasures On The Bay III Condominium Association, Inc.
Sample 1
Delivery of Documents by Sellers. Sellers have furnished Buyer -------------------------------- with (a) certified resolutions adopted by the Board of Directors of Genetic Resources approving this Agreement and the transactions contemplated hereby and (b) the legal opinion of Estudio de los Dres. X'Xxxxxxx, counsel to Sellers, dated as of the date hereof, substantially in the form of Exhibit A hereto.
Sample 1
Delivery of Documents by Sellers. Sellers shall deliver (or cause to be delivered) the following agreements, documents and instruments to Buyer on the Closing Date, in form and substance as required by the terms of this Agreement and otherwise in form and substance reasonably acceptable to Buyer's counsel: (a) Original certificates representing the Securities, registered in the name of Sellers, and duly endorsed in blank by Sellers for transfer or, at Buyer's option, accompanied by assignment(s) separate from certificate duly endorsed in blank by Sellers. (b) A certificate executed by each Seller certifying that each of the representations and warranties of the Sellers set forth herein is true and complete in all material respects as of the Closing Date, and that each of the covenants, agreements, terms and conditions on the part of the Sellers to be observed, performed and complied with hereunder has been fully observed, performed and complied with in all material respects. (c) The Subscription Agreements executed by each Seller. (d) Certified copies of the Articles of Incorporation and Bylaws of Pacific Financial, along with a Certificate of Good Standing for Pacific Financial issued by the Secretary of State of Washington within five (5) days of the Closing and Certificates of Good Standing from all states in which Pacific Financial is or is required to be qualified to conduct business. (e) An employment agreement in substantially the form attached hereto as EXHIBIT F (the "EMPLOYMENT AGREEMENT") executed by Mr. Xxxxx xxx Pacific Financial. (f) Non-competition agreements in substantially the form attached hereto as EXHIBIT G (the "NON-COMPETITION AGREEMENTS") executed by each of Messrs. Zemax xxx Maurxxx xxx Pacific Financial. (g) Evidence of payment by Sellers of all stamp, transfer and transaction taxes payable with respect to the transactions provided for herein, if any. (h) A receipt for the Cash Payment, executed by Sellers. (i) Termination Agreement with respect to the Shareholder Agreement of ZMP, Inc, executed by each Seller and Pacific Financial, in form and substance reasonably acceptable to Buyer. (j) The Registration Agreement executed by each Seller. (k) Such other documents and instruments as may be required by any other provision of this Agreement or as may be required or desirable to carry out the terms and intent of this Agreement, as reasonably determined by Buyer or its counsel.
Sample 1
Delivery of Documents by Sellers. On the Closing Date, Sellers shall deliver to the Purchaser the following properly executed documents in addition to all other documents required to be delivered by Sellers as provided for elsewhere in the Agreement: (a) Special warranty deeds conveying fee simple marketable title to the Premises to Purchaser, or its assigns, duly witnessed and attested for recording in the State of Florida, free and clear of all liens, restrictions and encumbrances other than Permitted Exceptions; (b) An Assignment and Assumption Agreement with respect to the Assumed Contracts; (c) A general warranty xxxx of sale for all Personalty described in Exhibit 1.02
Sample 1
Delivery of Documents by Sellers. 4.1 Sellers have previously delivered to Buyer a commitment for title insurance ("Commitment") issued by Heritage Title Company of Austin, Inc., as agent for Chicago Title Insurance Company, insuring the Property for the Purchase Price and showing the Buyer as proposed insured, together with copies of all documents referenced as exceptions in the Commitment. 4.2 Sellers have previously provided or made available to Buyer, or to the extent not previously provided or made available to Buyer, will, within one (1) business day following the Effective Date (the "Document Date"), make available at the Property the following documents and information: (a) operating statements, including income and expense statements, in the possession of Sellers with respect to the operation of the Property for calendar years 1995 and 1996 and January 1, 1997 through October 31, 1997; (b) a current rent roll ("Rent Roll") as of November 1, 1997, listing the tenants in the Improvements, their respective locations, approximate square footage leased, annual rent, security deposits, if any, lease date, fixed rent and additional rent, unfunded tenant improvement allowances, if any, and unpaid commissions, if any, as well as any unleased space in the Improvements, if any;
Sample 1
Delivery of Documents by Sellers. At the Closing, in addition to any other documents specifically required to be delivered or acts required to be done pursuant to this Agreement, Sellers will deliver, or cause to be delivered, to Buyer the following: (i) Deed. Executed Special warranty deeds in the form attached to this Agreement as Exhibit “B” to the respective units comprising the Property owned by each Seller, duly executed and acknowledged by each Seller in form as is acceptable to the Title Company for the purposes of insuring title to the Property and in proper form for recording;
Sample 1
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Related to Delivery of Documents by Sellers

  • Delivery of Documents Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

  • DELIVERY OF DOCUMENTS TO THE SUB-ADVISER The Investment Manager has furnished the Sub-Adviser with true, correct and complete copies of each of the following documents: (a) The Articles of Incorporation of the Company, as in effect on the date hereof; (b) The By-laws of the Company, as in effect on the date hereof; (c) The resolutions of the Directors approving the engagement of the Sub-Adviser as portfolio manager of the Fund and approving the form of this Agreement; (d) The resolutions of the Directors selecting the Investment Manager as investment manager to the Fund and approving the form of the Management Agreement; (e) The Management Agreement; (f) The Code of Ethics of the Company and of the Investment Manager, as in effect on the date hereof; and (g) A list of companies the securities of which are not to be bought or sold for the Fund. The Investment Manager will furnish the Sub-Adviser from time to time with copies, properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements as to items (a) through (f) above will be provided within 30 days of the time such materials become available to the Investment Manager. Such amendments or supplements as to item (g) above will be provided not later than the end of the business day next following the date such amendments or supplements become known to the Investment Manager. Any amendments or supplements to the foregoing will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The Investment Manager will provide such additional information as the Sub-Adviser may reasonably request in connection with the performance of its duties hereunder.

  • THE TRUST; DELIVERY OF DOCUMENTS The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended or supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The Trust has delivered copies of the documents listed in this Section to the Sub-Adviser and will from time to time furnish the Sub-Adviser with any amendments thereof.

  • Delivery of Documents and Notices Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

  • Delivery of Documentation The Borrower undertakes: (a) to deliver; or (b) the delivery, to Mogo Auto by the Seller, of the documents set out in clause 10 of the Special Provisions of the Agreement and consents to their custody by Mogo Auto.

  • DELIVERY OF DOCUMENTS TO THE ADVISER The Sub-Adviser has furnished, and in the future will furnish, the Adviser with true, correct and complete copies of each of the following documents: (a) The Sub-Adviser's most recent Form ADV; (b) The Sub-Adviser's most recent balance sheet; and (c) The current Code of Ethics of the Sub-Adviser, adopted pursuant to Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance with such Code. In addition, the Sub-Adviser will furnish the Adviser with (i) a summary of the results of any future examination of the Sub-Adviser by the Commission or other regulatory agency with respect to the Sub-Adviser's activities hereunder; and (ii) copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act. The Sub-Adviser will furnish the Adviser with all such documents as soon as practicable after such documents become available to the Sub-Adviser, to the extent that such documents have been changed materially. The Sub-Adviser shall furnish the Adviser with any further documents, materials or information as the Adviser may reasonably request in connection with Sub-Adviser's performance of its duties under this Agreement, including, but not limited to, information regarding the Sub-Adviser's financial condition, level of insurance coverage and any certifications or sub-certifications which may reasonably be requested in connection with Fund registration statements, Form N-CSR filings or other regulatory filings, and which are appropriately limited to Sub-Adviser's responsibilities under this Agreement.

  • Execution of Documents, Etc (a) Actions by each Fund. Upon request, each Fund shall execute and deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations to such Fund under this Agreement or any applicable subcustodian agreement with respect to such Fund, provided that the exercise by the Custodian or any Subcustodian of any such rights shall in all events be in compliance with the terms of this Agreement.

  • Custodial Agreement; Delivery of Documents The Company has delivered and released to the Custodian those Mortgage Loan Documents as required by Exhibit B to this Agreement with respect to each Mortgage Loan. The Custodian has certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Company shall be responsible for recording the initial assignments of mortgage. The Purchaser will be responsible for the fees and expenses of the Custodian. The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within ten (10) days of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty days of its submission for recordation. In the event the public recording office is delayed in returning any original document, the Company shall deliver to the Custodian within 180 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i) identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company will be required to deliver the document to the Custodian by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.

  • APPOINTMENT; DELIVERY OF DOCUMENTS (a) The Advisor hereby appoints and employs the Sub-advisor, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets of all or a portion of the Fund allocated by the Advisor to the Sub-advisor from time to time (such assets, the “Portfolio”) and, without limiting the generality of the foregoing, to provide other services as specified herein. The Sub-advisor accepts this employment and agrees to render its services for the compensation set forth herein. (b) In connection therewith, the Advisor has delivered to the Sub-advisor copies of (i) the Trust’s Declaration of Trust and Bylaws (collectively, as amended from time to time, the “Charter Documents”), (ii) the Trust’s current Prospectus and Statement of Additional Information for the Fund (collectively, as currently in effect and as amended or supplemented, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act, (iii) each plan of distribution or similar document adopted by the Trust with respect to the Fund under Rule 12b-1 under the 1940 Act (each a “Plan”) and each current shareholder service plan or similar document adopted by the Trust with respect to the Fund (each a “Service Plan”); and (iv) all procedures adopted by the Trust with respect to the Fund, and shall promptly furnish the Sub-advisor with all amendments of or supplements to the foregoing. The Advisor shall deliver to the Sub-advisor: (x) a copy of the resolution of the Board appointing the Sub-advisor as a sub-advisor to the Fund and authorizing the execution and delivery of this Agreement; (y) a copy of all proxy statements and related materials relating to the Fund; and (z) any other documents, materials or information that the Sub-advisor shall reasonably request to enable it to perform its duties pursuant to this Agreement. (c) The Sub-advisor has delivered to the Advisor and the Trust (i) a copy of its Form ADV as most recently filed with the SEC; (ii) a copy of its code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code”); and (iii) a copy of its compliance manual pursuant to applicable regulations, including its proxy voting policies and procedures, which proxy voting policy and procedures will be included in the Trust’s registration statement. The Sub-advisor shall promptly furnish the Advisor and Trust with all amendments of and supplements to the foregoing at least annually.

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