Documents to be Delivered to Buyer by Seller Sample Clauses

Documents to be Delivered to Buyer by Seller. At the Closing, --------------------------------------------- Sellers shall deliver or cause to be delivered to Buyer the following: (a) Certified resolutions of Sellers' members approving the execution and delivery of this Agreement and each of the other documents and authorizing the consummation of the transactions contemplated hereby and thereby. (b) The certificate required by Section 6.1(b). -------------- (c) A bill xx sale and other instruments of transfer and conveyance transferring to Buyer the Tangible Personal Property.
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Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver to cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) The opinions of Seller's counsel and FCC counsel, dated the Closing Date, to the effect set forth in Section 6.5; (b) Governmental certificates, dated as of a date as near as reasonably practicable to the Closing Date, showing that Seller is duly organized and in good standing as a limited liability company in the State of Delaware and is qualified to do business and in good standing in the State of Florida; (c) A certificate of a duly authorized managing member of Seller attesting as to the incumbency of each signatory of Seller who executes this Agreement and any of the other Documents and to similar customary matters; (d) A bill xx sale and other instruments of transfer and conveyance transferring the Sale Assets to Buyer, in form reasonably acceptable to Buyer; (e) The certificate described in Section 6.1(b); (f) A written instruction of Seller to Escrow Agent instructing the Escrow Agent to distribute the Earnxxx Xxxey as prescribed in Section 2.4; (g) The consents or waivers prescribed in Section 6.6; and (h) Such additional information and materials as Buyer shall have reasonably requested to evidence the satisfaction of the conditions to its obligation to close hereunder, including without limitation, any documents expressly required by this Agreement to be delivered by Seller at Closing.
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Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (a) Certified resolutions of Seller's Board of Directors and Shareholders approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transactions contemplated hereby and thereby. (b) A xxxx of sale and other instruments of transfer and conveyance transferring to Buyer all right, title and interest of Seller in and to the Tangible Personal Property. (c) Executed releases, in suitable form for filing and otherwise in form and substance reasonably satisfactory to Buyer, of any security interests granted in the Sale Assets as security for payment of loans and other obligations and of any other Liens (other than Permitted Liens). (d) An instrument or instruments assigning to Buyer all right, title and interest of Seller in and to all Station Agreements, including leases for the Real Property, being assumed by Buyer. (e) An instrument assigning to Buyer all right, title and interest of Seller in the FCC Licenses, all pending applications relating to the Station before the FCC, and any remaining Sale Assets not otherwise conveyed. (f) An instrument assigning to Buyer all rights, title and interest of Seller to the Intangible Personal Property. (g) Such additional information and materials as Buyer shall have reasonably requested, including without limitation, evidence that all consents and approvals required as a condition to Buyer's obligation to close hereunder have been obtained.
Sample 1See All (5)
Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (a) Certified resolutions of Seller approving the execution and delivery of this Agreement and each of the other Documents and authorizing the consummation of the transactions contemplated hereby and thereby. (b) The certificate required by Section 6.1(b). (c) A xxxx of sale and other instruments of transfer and conveyance transferring to Buyer the Tangible Personal Property. (d) Executed releases, in suitable form for filing, of any security interests granted in the Sale Assets as security for payment of loans and other obligations and of any other Liens (other than Permitted Liens). (e) An instrument assigning to Buyer all right, title and interest of Seller in the FCC Licenses, and all other assignable or transferable governmental permits, licenses and authorizations (and any renewals, extensions, amendments or modifications thereof) included in the Sale Assets (if any). (f) An instrument assigning to Buyer any remaining Sale Assets not otherwise conveyed. (g) An instrument assigning to Buyer all of Seller’s rights arising after Closing under the Station Agreements being assumed by Buyer, including the Diplex Agreement. As set Purchase Agreement KTRB(AM) Page 27 of 52 (h) A Certificate of Good Standing for Seller issued by the State of California. (i) Such additional information and materials as Buyer shall have reasonably requested to convey, transfer and assign the Sale Assets from Seller to Buyer, free and clear of Liens, except for Permitted Liens.
Sample 1
Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver to Buyer the following: (a) A xxxx of sale and other instruments of transfer and conveyance transferring to Buyer the Assets. (b) Such additional information and materials as Buyer shall have reasonably requested. BCInet - APA
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Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause the following to be delivered to Buyer: (A) Certificates representing the Eagle Shares, JEH Eagle Shares and MSI Eagle Shares; (B) All books, records, minute books, ledgers, instruments, agreements, contracts, tax returns and all other documents of whatsoever description of, relating to or concerning Eagle, JEH Eagle and MSI Eagle; (C) A copy of certified resolutions of Seller's Board of Directors authorizing the execution and delivery of this Agreement; and (D) A certificate executed by Seller's chief financial officer affirming the estimated amount of the combined book value of Eagle, JEH Eagle and MSI Eagle at the Closing Date.
Sample 1
Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) The opinions of Seller's counsel and FCC counsel, dated the Closing Date, to the effect set forth in Section 7.5; (b) Governmental certificates, dated as of a date as near as practicable to the Closing Date, showing that Seller is duly incorporated and in good standing in the state of its incorporation and is qualified to do business and in good standing under the laws of New York; (c) A certificate of the Secretary of Seller attesting as to the incumbency of each officer of Seller who executes this Agreement and any of the other Documents and to similar customary matters; (d) A bill of sale and other insxxxxents of transfer and conveyance transferring the Sale Assets to Buyer; (e) A certificate of nonforeign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such section; (f) The certificate described in Section 7.1(b); and (g) The Rescission Agreement, if Closing occurs before the FCC Order becomes a Final Action.
Sample 1
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Documents to be Delivered to Buyer by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) Governmental certificates, dated as of a date as near as practicable to the Closing Date, showing that (i) each entity defined herein as "Seller," and each general partner of such entities, is in good standing in the state of organization of such entity, and (ii) each Facility Owner is in good standing in the State of Delaware and qualified to do business in the state in where the Facility it owns is located. (b) A certificate of the Secretary or Assistant Secretary of Seller (or the general partner of Seller, as the case may be) attesting as to the incumbency of each officer of Seller (or the general partner of Seller, as the case may be) who executes this Agreement and any of the other Documents and to similar customary matters. (c) A bill xx sale and other instruments of transfer and conveyance transferring the Owned Assets held or owned by Seller to Lessee. (d) An agreement of assignment and conveyance transferring the Interests to Buyer. (e) A certificate of nonforeign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such section. (f) The certificate described in Section 7.1(b). (g) A true, correct and complete list certified by an officer of Seller, of each resident of the Facilities as of the Closing Date, which list shall specify the unit, bed or room number of such
Sample 1

Related to Documents to be Delivered to Buyer by Seller

  • Documents to be Delivered by Seller At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

  • Documents to be Delivered by Buyer At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form:

  • DOCUMENTS TO BE DELIVERED AT CLOSING At the Initial Closing, each Grantor which is a party hereto shall, directly or indirectly or through the attorney-in-fact appointed pursuant to Article 5 hereof, execute, acknowledge where deemed desirable or necessary by Optionee, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following: (a) An assignment and xxxx of sale (the “Assignment”), which shall be in a form satisfactory to Optionee, containing a warranty of title that such Grantor owns such Grantor’s Contributed Interest free and clear of all Encumbrances (as defined in Section 3.1) and reaffirming the accuracy of all representations and warranties and the satisfaction of all covenants made by such Grantor in Article 3 hereof. (b) If requested by Optionee, a certified copy of all appropriate entity resolutions or actions and any other evidence requested by Optionee authorizing the execution, delivery and performance by Grantor of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and any other instrument evidencing that all of Grantor’s representations and warranties remain true and correct as of the date of the IPO Closing. (c) If requested by Optionee in the case of any Grantor which is a corporation, limited liability company, partnership, trust or other entity, an opinion from counsel for such Grantor in form and content reasonably acceptable to Optionee substantially to the effect that: (i) such Grantor is a limited partnership, corporation, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization and had and has all applicable power and authority to enter into, delivery and perform this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents; (ii) the execution, delivery and performance of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and the transactions contemplated hereby and thereby, (x) do not and will not constitute a breach or a violation of Grantor’s partnership agreement, declaration of trust, operating agreement, charter or bylaws, as applicable (y) do not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or the Property or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect; and (z) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance (as defined in Section 3.1) on any of the Contributed Interests; and (iii) all applicable entity action necessary for such Grantor to execute and deliver this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents has been taken and that the same have been validly executed and delivered and are the valid and binding obligations of such Grantor enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally. (d) An affidavit establishing an exemption from the withholding requirements of the Foreign Investment in Real Property Tax (FIRPTA), as amended. (e) Pledge Agreements, satisfactory to Optionee, by each Grantor for the Units conveyed to such Grantor to secure the indemnification obligations described in Article VII for the period commencing on the IPO Closing Date and ending on the first anniversary thereof. (f) Evidence reasonably satisfactory to Optionee that the franchisor of the Property has consented to the change of control of the Contributed Entity as required by the currently effective franchise agreement relating to the Property or that a new franchise agreement between the Contributed Entity and the Property’s franchisor has been executed as of the date of the Initial Closing. (g) Evidence reasonably satisfactory to Optionee that the lender of any borrowed money as set forth on Schedule 3.1 has consented to the transfer of the Property to the Optionee as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to the Property. (h) Evidence reasonably satisfactory to Optionee that any certificates, approvals, licenses, authorities or permits issued by local, state or federal agencies or bodies necessary to conduct the business conducted by the Contributed Entity on the Property have been transferred to the Optionee or the Optionee’s designee effective as of the date of the Initial Closing. (i) Evidence reasonably satisfactory to Optionee that the insurance policies necessary or desirable to conduct the business conducted by the Contributed Entity on the Property have been transferred to the Optionee or the Optionee’s designee effective as of the date of the Initial Closing. (j) Evidence reasonably satisfactory to Optionee that the Property is properly licensed to serve alcoholic beverages, whether by owner license, third party contract or otherwise, as permitted by applicable law. (k) Evidence reasonably satisfactory to Optionee that all required consents of lessors and permits necessary to conduct the business conducted by the Contributed Entity with respect to the Property have been obtained. (l) Any other documents reasonably necessary to assign, transfer and convey such Grantor’s Contributed Interest and effectuate the transactions contemplated hereby, including filings with any applicable governmental jurisdiction in which the Optionee is required to file its partnership documentation.

  • Documents to be Delivered by the Seller On the 2021-B Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.

  • Documents to be Delivered by Holder(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Xxxxxx(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Items to be Delivered at Closing At the Closing and subject to the terms and conditions herein contained: (a) Seller shall deliver to the Buying Parties the following: (i) such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to the Buying Parties and their counsel, as shall be necessary and effective to transfer and assign to and vest in the Buying Parties all of Seller's right, title and interest in and to the Assets, including without limitation, (A) good and valid title in and to all of the Assets owned by Seller, (B) good and valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, instruments and other documents included in the Assets to which Seller is a party or by which it has rights on the Closing Date; (ii) original instruments of consent or waiver duly executed by third parties with respect to any contracts, agreements, leases or other rights or obligations being transferred to the Buying Parties hereunder and requiring a consent or waiver therefore; (iii) a duly executed copy of a Management Agreement (the "Management Agreement"), in the form annexed hereto as EXHIBIT D; and (iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. (b) Shawx xxxll deliver to the Buying Parties the following: (i) a duly executed copy of an Employment Agreement and Covenant Not to Compete (the "Employment Agreement), in the form annexed hereto as EXHIBIT E which by virtue of the substantial goodwill associated with the employment of Shawx will contain a liquidated damages provision in the amount of Five Hundred Thousand and no/100 Dollars ($500,000.00) if Shawx xxxves the employ of Diasti without cause or is discharged for cause; (ii) a duly executed copy of a Lease Agreement (the "Lease Agreement), in the form annexed hereto as EXHIBIT F; (iii) a duly executed copy of a Consulting Agreement in the form annexed hereto as EXHIBIT G; and (iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. Simultaneously with delivery of the items set forth in subsections (a) and (b) of this Section 2.2, Seller shall take all such steps as may be required to put the Buying Parties in actual possession and operating control of the Assets. (c) The Buying Parties shall deliver to Seller the following: (i) the portion of the Purchase Price due at Closing; (ii) the Coast Note; (iii) the Diasti Note; (iv) a duly executed copy of the Management Agreement; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (d) The Buying Parties shall deliver to Shawx xxx following: (i) the Shawx Xxxe; (ii) a duly executed copy of the Employment Agreement; (iii) a duly executed copy of the Lease Agreement; (iv) a duly executed copy of the Consulting Agreement; and (v) such other certificates and documents as Shawx xx his counsel may reasonably request.

  • Documents Required to be Delivered on each Issuance Notice Date The Agent’s obligation to use its commercially reasonable efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).

  • Documents to be Filed with Appointment In connection with the appointment of Service Company as Transfer Agent and Dividend Disbursing Agent for Fund, there will be filed with Service Company the following documents: A. A certified copy of the resolutions of the Board of Trustees of Fund appointing Service Company as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to give written instructions and requests on behalf of Fund. B. A certified copy of the Agreement and Declaration of Trust of Fund and any amendments thereto. C. A certified copy of the Bylaws of Fund. D. Copies of Registration Statements filed with the Securities and Exchange Commission. E. Specimens of all forms of outstanding share certificates as approved by the Board of Trustees of Fund, with a certificate of the Secretary of Fund as to such approval. F. Specimens of the signatures of the officers of Fund authorized to sign share certificates and individuals authorized to sign written instructions and requests on behalf of Fund. G. An opinion of counsel for Fund: (1) With respect to Fund's organization and existence under the laws of The Commonwealth of Massachusetts. (2) With respect to the status of all shares of Fund covered by this appointment under the Securities Act of 1933, and any other applicable federal or state statute. (3) To the effect that all issued shares are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

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