Documents Delivered by Seller Clause Samples
The "Documents Delivered by Seller" clause outlines the seller's obligation to provide specific documents to the buyer as part of a transaction. Typically, these documents may include titles, certificates, warranties, or any paperwork necessary to transfer ownership or verify the condition of the goods or property being sold. By clearly specifying which documents must be delivered and when, this clause ensures that the buyer receives all necessary information and legal proof to complete the transaction, thereby reducing the risk of disputes and ensuring a smooth transfer of ownership.
Documents Delivered by Seller. Subject to the terms and conditions hereof, on the Closing Date, Seller shall deliver to Buyer the following documents and instruments: (i) stock certificates evidencing the shares, with the assignments endorsed thereon or with an executed assignment separate from the certificate; and (ii) one (1) original resolution of the board of directors of the Company acknowledging the sale of the Shares and approving any other documents to be executed by the Company;
Documents Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following, duly executed by the appropriate parties, subject to satisfaction of the conditions precedent to the obligations of Seller stated herein:
Documents Delivered by Seller. The Seller shall deliver to Palmera
(i) Stock Certificates for the Purchased Securities, duly endorsed for transfer or accompanied by a duly executed stock power, and
(ii) Any other documents and instruments reasonably requested by Palmera to consummate the transactions contemplated herein.
Documents Delivered by Seller. At the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer, and Buyer shall acquire from Seller, all of the Purchased Assets. To effect such sale and delivery, Sellers will deliver the following to Buyer or Buyer’s agents at Closing in form and substance reasonably satisfactory to Buyer, as shall be effective to vest in Buyer all of Seller’s rights in and under the Purchased Assets as provided for in this Agreement:
(a) a general ▇▇▇▇ of sale transferring the Purchased Assets to Buyer, and such other similar instruments of conveyance, transfer and assignment as may be necessary under the laws of the state in which such assets are located to convey to Buyer good and marketable title to all personal property included in the Purchased Assets;
(b) assignments of the Intellectual Property in a form sufficient for filing;
(c) all consents to the assignment to Buyer of the Contracts designated on Schedules 1.1(h) and 4.8 of this Agreement as requiring such consent as a condition to Closing;
(d) a certificate signed by the chief executive officer of Seller, dated as of the Closing Date, certifying that the conditions specified in Section 9.2 of this Agreement have been satisfied in full;
(e) certified copies of resolutions duly adopted by the Board of Directors of Seller authorizing the execution and delivery of this Agreement and the sale and transfer of the Purchased Assets to Buyer;
(f) Consulting Agreement covering the one individual specified in Section 10.4;
(g) A New Real Estate Lease as noted in Section 9.1(d);
Documents Delivered by Seller. To effect the sale of the Assets and assumption of the Assumed Liabilities Seller shall, at the Closing, execute (as applicable) and deliver to Purchaser:
(i) one or more bills of sale, each in the form attached hereto as Exhibit H, conveying in the aggregate all of Seller's owned personal property included in the Assets;
(ii) Assignments of Personal Property Leases, each in the form attached hereto as Exhibit I, with respect to the Personal Property Leases;
(iii) Assignments of Contracts, each in the form attached hereto as Exhibit J, with respect to the Contract Rights;
(iv) Assignments of Seller's rights, title and interest to the name "ALL POST, INC." and all variations thereof);
(v) the Ancillary Agreements;
(vi) releases of any Encumbrances on the Assets (the "Release Documents"), including: (a) a UCC-2 Financing Statements executed by Sanwa Business Credit Corporation and Westar Capital and affliates with regard to a release of all liens and claims on the Assets and the Olive Street Property and (b) a reconveyance or release of items 12, 13 and 14 of the preliminary Title Policy;
(vii) the Deed of Trust in a form suitable for recording in the Los Angeles County Recorder's Office and UCC-1 Financing Statement;
(viii) all other third party consents required for the valid transfer of the Assets as contemplated by this Agreement, including the consents specified on Schedule 4.4; and
(ix) such other instruments as shall be requested by Purchaser to vest in Purchaser title in and to the Assets in accordance with the provisions hereof.
Documents Delivered by Seller. Concurrently with the execution of this Agreement, Seller shall deliver to Purchaser the following documents:
Documents Delivered by Seller. On or before 10:00 a.m. Eastern Time on the Closing Date, Seller shall deliver to Buyer the following:
i. A fully executed (in counterpart, if applicable) ▇▇▇▇ of Sale, Assignment and Assumption (in form of EXHIBIT B) transferring Seller's interest in the System Assets to Buyer;
ii. Updated EXHIBIT E-1, Litigation Disclosure (Seller);
iii. Updated EXHIBIT F, List of Contracts;
iv. Updated EXHIBIT M, Build-out Plan;
v. Certificate of Authority (in form of EXHIBIT N-1);
vi. Updated SCHEDULE 1, System Assets;
vii. Updated SCHEDULE 2, Permitted Encumbrances;
viii. Updated SCHEDULE 3, Divisional Financial Statements;
ix. Updated SCHEDULE 4, Employee List;
x. Written opinions of Seller's corporate counsel, the LLC's (as defined below) corporate counsel and Seller's and the LLC's Federal Communications Commission counsel (in forms of EXHIBITS G-1, G-2 and G-3), pursuant to Section 6.5 below;
xi. Purchase Price Allocation made pursuant to Internal Revenue Code Section 1060 on IRS Form 8594;
xii. Evidence of maturity of FCC Approval to a Final Order;
xiii. Seller's written confirmation that the Escrow Agent has disbursed the funds escrowed under the terms of the Escrow Agreement;
xiv. A Certificate of Good Standing issued by the Secretary of State of the State of Massachusetts, indicating that the corporate status of Seller is in good standing, and evidence satisfactory to Buyer that Seller is qualified to do business in the State of Minnesota;
xv. Original contracts, leases, agreements and other documentation relating to the System and the System Assets, as then exists in operation or under construction;
xvi. A fully executed non-competition agreement in the form of EXHIBIT ___ ___ ___ ___ ___ K hereto; and
xvii. Such other items and instruments as are required by this Agreement and may be necessary to accomplish the Closing in accordance with this Agreement. Seller is delivering to Buyer the following documents concurrently with the execution of this Agreement:
i. An executed original of the Multiple Advance Promissory Note (in form of EXHIBIT I) in the original amount of $6,000,000, pursuant to which the Seller's build out obligations will be financed;
ii. Seller's original executed counterpart of the Security Agreement (in form of EXHIBIT J-1 ) and Financing Statements, securing the advances made under the Promissory Note and perfecting the security interest granted therein; and
iii. Seller's original executed counterpart of the Escrow Agreement (in form of EXH...
Documents Delivered by Seller. On the Closing Date and at the Closing, Seller shall deliver or cause to be delivered to Buyer the following instruments:
a. The shares of capital stock of Capital Savings which are the subject of this Agreement duly endorsed with signature guaranteed by a banking institution or a member firm of the New York Stock Exchange;
b. Such documents, bills of sale, assignments and consents to assignments, or approvals as are necessary to effectuate the transfer and assignment of the assets and contracts of P1anMax, CSCMS and the contracts of ACM to Buyer free and clear of all liens, encumbrances or claims by third parties as more particularly described in this Agreement.
c. The resignations and general releases, as applicable, of all directors, officers and employees described in Section 6.2(a).
d. A closing certificate setting forth the name of each bank in which either of the Companies have an account and the names of all persons authorized to draw thereon or who have access thereto.
e. The minute books, stock record books, corporate seals and other corporate instruments of Capital Savings as described in Section 6.2(c).
f. The opinion of counsel referred to in Section 6.3.
g. The Plan of Merger executed by Capital Savings.
h. Articles of Merger executed by Capital Savings that are in form and substance suitable for filing with the States of Florida and North Carolina.
i. Execution of appropriate financing statements to perfect the security interest granted pursuant to Section 1.5(a).
Documents Delivered by Seller. At the Closing Seller shall deliver to Buyer each and all of the following:
Documents Delivered by Seller. Buyer acknowledges or waives -------------------------------- receipt of the following documents except for any report or study acquired by Seller since March 1, 2004, then, within five (5) days of the Effective Date, Seller shall deliver to Buyer true and correct copies of the following documents relating to the Premises if in existence:
(a) geotechnical reports; (b) environmental reports; (c) engineer reports, drawings and studies; (d) any and all licenses, permits, authorizations and approvals, if any, required by law, affecting the Premises; (e) any other material data or information Seller's possession; (f) legal description; and