Deposits and Deliveries by Seller Sample Clauses

Deposits and Deliveries by Seller. Subject to the terms and provisions of this Agreement, unless this Agreement is terminated by Buyer in accordance with the terms hereof, Seller shall deposit or cause to be deposited into escrow with the Title Company for delivery to Buyer or such person as Buyer shall designate, or deliver directly to Buyer outside of escrow, on or before the Scheduled Closing Date, the following documents duly executed and acknowledged as required: (a) The Deed. (b) A Bill of Sale and Assignmexx xf Intangible Property in the form attached hereto as Exhibit F transferring the Personal Property and Intangible Property to Buyer (the "Bill of Sale"). (c) An Assignment and Assumption of Lease in the form attached as Exhibit G (the "Assignment and Assumption of Lease"). (d) An Affidavit of Non-Foreign Status in form attached hereto as Exhibit H (the "Non-Foreign Affidavit) and a California Form 593-W (the "California Affidavit"). (e) A Closing Certificate in the form of attached Exhibit O. (f) The Amended and Restated Parking Easement Agreement in the form attached hereto as Exhibit J or as otherwise approved in writing by Buyer. (g) Seller's written escrow instructions to close escrow in accordance with the terms of this Agreement. (h) The Development Indemnity Agreement in the form attached hereto as Exhibit S. (i) A Release in the form of the attached Exhibit U (the "Release"). (j) The WHTS Modification Indemnity (if the additional condition precedent described in Section 4(c)(ix) shall apply in accordance with Section 4(c)(viii)) in the form of Exhibit T. (k) Evidence reasonably acceptable to Buyer's counsel that the documents delivered to Buyer by Seller at closing have been duly authorized by Seller, and duly executed on behalf of Seller. (l) The letter of credit, and any proceeds thereof, held by Seller as security under the PMC Lease and not applied to defaults in accordance with the PMC Lease. (m) Wire transfer of immediately available funds in the amount of Seller's obligation pursuant to Section 5.3(f). (n) Such other documents, resolutions, consents and affidavits required to effect the valid consummation of the transaction evidenced by this Agreement.
Sample 1See All (4)
AutoNDA by SimpleDocs
Deposits and Deliveries by Seller. Seller shall deposit or cause to be deposited into escrow with the Title Company, or deliver directly to Purchaser outside of escrow, on or before the Closing Date, the following documents duly executed and acknowledged as required: (a) The Deed. (b) An Affidavit of Non-Foreign Status in form attached hereto as Exhibit D (the “Non-Foreign Affidavit”) and a California Form 593-C. (c) A counterpart of an Assignment of Intangible Property in the form attached hereto as Exhibit E transferring to Purchaser all of the Intangible Property (the “Assignment of Intangible Property”). (d) Xxxxxx’s written escrow instructions to close escrow in accordance with the terms of this Agreement, and Xxxxxx’s executed settlement statement as prepared by the Title Company and approved by Seller. (e) Evidence reasonably acceptable to Purchaser’s counsel that the documents delivered to Purchaser by Seller at closing have been duly authorized by Seller, duly executed on behalf of Seller and when delivered constitute valid and binding obligations of Seller. (f) Such other documents, resolutions, consents and affidavits reasonably necessary or advisable to effect the valid consummation of the transaction evidenced by this Agreement.
Sample 1
Deposits and Deliveries by Seller. Subject to the terms and conditions of this Agreement, Seller shall deposit or cause to be deposited into escrow with the Escrow Agent on or before the date which is one (1) business day prior to the Closing Date (the “Delivery Date”), the following documents, duly executed and acknowledged as required by Seller (collectively, the “Seller’s Closing Deliveries”):
Sample 1Sample 2
Deposits and Deliveries by Seller. Seller shall deposit or cause to be deposited into escrow with the Title Company, or deliver directly to Buyer outside of escrow, on or before the Closing Date, the following documents duly executed and acknowledged as required: (a) The Deed. (b) A Xxxx of Sale and Assignment of Intangible Property in the form attached hereto as Exhibit G transferring the Personal Property and Intangible Property to Buyer (the "Xxxx of Sale"). (c) An Assignment of Contracts assigning to Buyer the approved Contract Obligations in the form attached as Exhibit H (the "Assignment of Contracts"). (d) An Assignment of Leases in the form attached hereto as Exhibit I transferring to Buyer all of Seller's interest as landlord under the Tenant Occupancy Leases (the "Assignment of Leases"). (e) A letter to each of the tenants under the Tenant Occupancy Leases in form attached hereto as Exhibit J (the "Notice To Tenants"). (f) An Affidavit of Non-Foreign Status in form attached hereto as Exhibit K (the "Non-Foreign Affidavit) and a California Form 590-RE (the "California Affidavit"). (g) A Closing Certificate confirming the accuracy and completeness as of the Closing Date of each representation and warranty made herein (the "Closing Certificate").
Sample 1
Deposits and Deliveries by Seller. The Seller shall deposit or cause to be deposited into escrow with the Title Company, or deliver directly to the Buyer outside of escrow, on or before the Closing Date, the following documents duly executed and acknowledged as required: (a) The Grant, Bargain and Sale Deed. (b) A Bill xx Sale in the form attached hereto as Exhibit F transferring the Personal Property to the Buyer (the "Bill xx Sale"). (c) An Assignment of Leases in the form attached hereto as Exhibit G transferring to the Buyer all of the Seller's interest as landlord under the Tenant Occupancy Leases (the "Assignment of Leases"). (d) An Assignment of Intangible Property and Contract Obligations in the form attached hereto as Exhibit H transferring all of the Intangible Property and Contract Obligations to the Buyer (the "Assignment of Intangible Property"). (e) A letter to each of the tenants under the Tenant Occupancy Leases in form attached hereto as Exhibit I (the "Notice To Tenants"). (f) An Affidavit of Non-Foreign Status in form attached hereto as Exhibit J (the "Non-Foreign Affidavit). (g) The Seller's written escrow instructions to close escrow in accordance with the terms of this Agreement. (h) Such other documents, resolutions, consents and affidavits necessary or advisable to effect the valid consummation of the transaction evidenced by this Agreement.
Sample 1
Deposits and Deliveries by Seller. Seller shall deliver or cause to be delivered on the Closing Date, the following documents: (a) A duly executed and acknowledged Deed. (b) A duly executed and acknowledged Operating Agreement. (c) A duly executed and acknowledged Obligations Assumption Agreement. (d) A duly executed and acknowledged Exclusive Agreement. (e) [intentionally omitted prior to execution] (f) [intentionally omitted prior to execution] (g) [intentionally omitted prior to execution] (h) [intentionally omitted prior to execution] (i) A duly executed and acknowledged Non-Residential Property Agreement. (j) A duly executed and acknowledged Affidavit of Non-Foreign Status (the "Non-Foreign Affidavit") and Real Estate Reporting Transferor Identification form. (k) Evidence acceptable to the Title Company and reasonably acceptable to Buyer's counsel that the documents delivered to Buyer by Seller at closing have been duly authorized and duly executed by Seller. (l) A Closing Statement (hereinafter referred to as the "Closing Statement") evidencing all prorations between Seller and Buyer and expenses of the transaction contemplated herein which are disbursed on the Closing Date. (m) Such affidavits and other documents as reasonably may be required by the Title Company so as to enable the Title Company to furnish Buyer with the owner's title insurance policy, containing as exceptions only the Conditions of Title.
Sample 1

Related to Deposits and Deliveries by Seller

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

  • 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.

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Closing Deliveries by Purchaser At the Closing on the Closing Date the Purchaser shall deliver to the Seller. (a) The Closing Payment to be delivered by the Purchaser pursuant to Section 3.03(a) of this Agreement; (b) The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) A Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the liabilities set forth in Section 3.06(a) of this Agreement, in the form attached hereto as Exhibit G; and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

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