Documents to be delivered to BUYER Sample Clauses

Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE : (a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the SPECIFICATIONS . (b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, as specified in the SPECIFICATIONS . (c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under Paragraph 6 of Article VI hereof. (d) ALL CERTIFICATES including the BUILDERS’s CERTIFICATE required to be furnished upon delivery of the VESSEL pursuant to this Contract and the SPECIFICATIONS , necessary for the registration of the VESSEL and BUYER’s trading requirements. It is agreed that if, through no fault on the part of the BUILDER, the Classifications certificates and/or other certificates are not available at the time of delivery of the VESSEL, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued. Application and certificate for statutory inspections for the registry of the VESSEL shall be arranged by the BUYER at its expense. (e) DECLARATION OF WARRANTY of the BUILDER that the VESSEL is delivered to the BUYER free and clear of any liens, charges, claims, mortgages, or other encumbrances upon the BUYER’s title thereto, and in particular that the VESSEL is absolutely free of all burdens in the nature of imposts, taxes or charges imposed by Korean Governmental Authorities, as well as of all liabilities of the BUILDER to its subcontractors, employees and crew, and of the liabilities arising from the operation of the VESSEL in trial runs, or otherwise, prior to delivery. (f) DRAWING AND PLANS pertaining to the VESSEL as stipulated in the SPECIFICATIONS . (g) COMMERCIAL INVOICE.

Documents to be delivered to BUYER. Upon delivery and acceptance of the Vessel, Builder shall deliver to Buyer the following documents which shall accompany the Protocol of Delivery and Acceptance: (a) Protocol of Trials of the Vessel made pursuant to the Specifications. (b) Protocol of Inventory of the equipment of the Vessel, including spare parts and the like, all as specified in the Specifications. (c) Protocol of Stores of Consumable Nature referred to under Article VI.3(b), including the original purchase price thereof. (d) Certificates including Builder’s Certificate required to be furnished upon delivery of the Vessel pursuant to this Contract and the Specifications, including: (1) Builder’s Certificate issued by the Builder (2) Classification Certificate issued by the Classification Society (3) Cargo Ship Safety Radio Certificate issued by the Classification Society or other assigned Authority (4) Cargo Ship Safety Construction Certificate issued by the Classification Society or other assigned Authority (5) Cargo Ship Safety Equipment Certificate issued by the Classification Society or other assigned Authority (6) International Load Line Certificate issued by the Classification Society (7) International Tonnage Certificate issued by the Classification Society or other assigned Authority (8) International Oil Pollution Prevention Certificate issued by the Classification Society or other assigned Authority (9) International Air Pollution Prevention Certificate issued by the Classification Society or other assigned Authority (10) International Sewage Pollution Prevention Certificate issued by the Classification Society or other assigned Authority (11) Suez Canal special Tonnage Certificate issued by the Classification Society or other assigned Authority (12) Certificate of International Convention on the Control of Harmful AFS on Ships issued by the Classification Society or other assigned Authority (13) Certificate of EIAPP for Main Engine and Auxiliary Engine issued by the Classification Society or other assigned Authority.

Documents to be delivered to BUYER. At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a certificate of good standing of each Seller, issued as of a recent date by the Secretaries of State of their respective states of incorporation; (b) a bring down certificate of each Seller as described in Section 8.1(a); (c) a certificate of the secretary or an assistant secretary of each Seller, dated the date of the Closing, certifying as to: (i) the resolutions of such Seller's board of directors and, if applicable, stockholders, authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (ii) incumbency and signatures of the officers executing this Agreement and any of the Sellers' Ancillary Agreements; (d) certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; (e) all third party consents obtained by Sellers as of the date of the Closing and related assignments, including the consents and related assignments with respect to the Leased Real Property; (f) a special warranty deed with respect to the Owned Real Property; (g) an extended coverage owner's title insurance policy in the amount of the Purchase Price and Assumed Liabilities allocated to the Owned Real property pursuant to Section 3.3, dated as of the date of the Closing and showing title to the Owned Real Property in the name of Buyer (the "Title Insurance Policy"), or if the Title Insurance Policy cannot be issued at Closing, then a marked up unconditional binder for such insurance dated as of the Closing, in either case subject only to the Permitted Encumbrances; (h) estoppel certificates received with respect to the Leased Real Property; (i) all required real estate transfer declaration or exemption certificates and any other documents as may be otherwise necessary to transfer title of the Owned Real Property to Buyer; (j) all affidavits and other statements as may be reasonably required by the title insurance company in order to issue the Title Insurance Policy; (k) documentation sufficient to convey by transfer or license the Purchased Intellectual Property rights to Buyer from Sellers (the "Intellectual Property Transfer Documents"); (l) the Intellectual Property License Agreement; (m) the real estate lease between Perrigo and Buyer with respect to the LaVergne, Tennessee distribution center in substantially...

Documents to be delivered to BUYER. At the Closing, the following documents shall be delivered to Buyer: (i) Certificate(s) representing the Shares of Whispering Oaks International, Inc. to be delivered pursuant to this Agreement, duly endorsed or accompanied by duly executed stock powers; (ii) A certificate executed by Halters and the Company dated the Closing Date, certifying that: (a) The representations and warranties of Halters and the Company contained in this Agreement are then true in all respects; and (b) Halters and the Company have complied with all agreements and conditions required by this Agreement to be performed or complied wit by it (iii) Resignations executed by all of the Company's officers and directors, and a certificate of the Company setting forth the resolution pursuant to which new directors have been elected for the Company, dated the Closing Date, electing those persons designated by Buyer as directors of the Company; and (iv) All original corporate books and records of the Company which are the possession of Halters.

Documents to be delivered to BUYER. Acceptance of the VESSEL by the BUYER shall be conditional upon receipt by the BUYER from the SELLER of the following duly authenticated documents (all in the English language), which shall accompany the aforementioned PROTOCOL OF DELIVERY AND ACCEPTANCE: (a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications. (b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, as specified in the Specifications.

Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the BUILDER shall deliver to the BUYER all necessary documents, including but not limited to those listed below, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE: (a) PROTOCOL OF TESTS AND TRIALS of the VESSEL made pursuant to the Specifications. (b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, all as specified in the Specifications. (c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under Paragraph 6 of Article VI hereof, including the original purchase price thereof. (d) ALL CERTIFICATES, including the BUILDER's CERTIFICATE, required to be furnished upon delivery of the VESSEL pursuant to this Contract and the Specifications. It is agreed that if, through no fault on the part of the BUILDER, the classification certificate and/or other certificates are not available at the time of delivery of the VESSEL, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such formal certificates have been issued.

Documents to be delivered to BUYER. Upon delivery and acceptance of the DRILLSHIP, the BUILDER shall deliver to the BUYER the following documents, which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE. (a) PROTOCOL OF TRIALS of the DRILLSHIP made pursuant to the Specifications. (b) PROTOCOL OF INVENTORY of the equipment of the DRILLSHIP, including spare parts and the like, as specified in the Specifications. (c) PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 6 of Article VI hereof. (d) ALL CERTIFICATES including the BUILDER'S CERTIFICATE required to be furnished upon delivery of the DRILLSHIP pursuant to this Contract and the Specifications. It is agreed that if, through no fault on the part of the BUILDER, the Classification certificates and/or other certificates are not available at the time of delivery of the DRILLSHIP, provisional certificates shall be accepted by the BUYER, provided that the BUILDER shall furnish the BUYER with the formal certificates as promptly as possible after such certificates have been issued. Application and certificate for statutory inspections for the registry of the DRILLSHIP shall be arranged by the BUYER at its expense.

Documents to be delivered to BUYER. Upon delivery and acceptance of each of the Tugs, Builder shall deliver to Buyer the following documents, which shall be attached to the Protocol of Delivery and Acceptance: 1. List of consumable stores, referred to under Paragraph C.2 of Article VI hereof, including the original purchase price thereof. [****] Confidential Treatment 2. All certificates, including Builder’s certificate, required to be furnished upon delivery of the Tug pursuant to this Contract and the Specifications. If, through no fault on the part of Builder, the classification and/or other certificates are not available at the time of delivery of the Tug, provisional certificates shall be accepted by Buyer, provided that Builder shall furnish Buyer with the formal certificates as promptly as possible after such formal certificates have been issued. 3. Builder’s Bxxx of Sale certifying that the Tug is delivered to Buyer free and clear of any liens, charges, claims, mortgages, or other encumbrances upon Buyer’s title thereto for which Builder is responsible under this Contract. 4. Drawings pertaining to the Tugs as stipulated in the Specifications.

Documents to be delivered to BUYER. Buyer shall have received all of the following documents, satisfactory in form in the reasonable discretion of Buyer and its counsel: (a) Certificates representing all of the Shares, with stock powers covering the Shares endorsed in blank and in proper form for transfer, with all requisite stock transfer tax stamps, if any, affixed to such certificates; (b) The written resignations of all officers and directors of each Company or documentation reasonably satisfactory to Buyer as to the removal, consistent with law, of any non-resigning officer or director; (c) The opinion of each of Levy's counsel, Dow Jonex' xxunsel and MCC's counsel, each dated the Closing Date, to the effect set forth in Exhibit 6.6(c); (d) Governmental certificates, dated as of a date as near as practicable to the Closing Date, showing that each Company is duly incorporated and in good standing in the State of Texas and that MCC is qualified to do business and in good standing in each jurisdiction listed on Schedule 2.1(a); (e) A certificate of the Secretary (or Assistant Secretary) of each Company attesting as to the Articles of Incorporation and Bylaws of such Company; (f) The stock certificates representing all of the outstanding capital stock of the Subsidiaries issued in the name of MCC; (g) The corporate minute books of each Company, including true and complete copies of the Articles of Incorporation, the Bylaws and the minutes of all meetings of directors and shareholders and written consents reflecting all actions taken by the directors or shareholders without a meeting from the date of incorporation to the Closing Date; and (h) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of Sellers' obligations hereunder.

Documents to be delivered to BUYER. Upon delivery and acceptance of the VESSEL, the SELLERS shall deliver to the BUYER the following documents (all in English language), which shall accompany the PROTOCOL OF DELIVERY AND ACCEPTANCE: (a) PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications. (b) PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, all as specified in the Specifications.