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Documents to be Delivered to Buyer by Seller Sample Clauses

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, if required by applicable law) 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 of sale and other instruxxxxs of transfer and conveyance transferring to Buyer the Tangible Personal Property.
Sample 1See All (10)
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.
Sample 1See All (6)
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 bxxx 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. (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 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 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
Sample 1Sample 2
Documents to be Delivered to Buyer by Seller. At the Closing, Seller -------------------------------------------- (or shall cause the Company to) to deliver to Buyer the following: (a) Certified resolutions of the trustee 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 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). (e) Warranty deeds and any other required instruments of transfer and conveyance transferring to Buyer the Real Property. (f) Executed mortgage satisfactions and any other documents required by the title insurance company under Section 6.10 as a condition to issuing the title insurance policy in the form required by Section 6.10. (g) An instrument or instruments assigning to Buyer all right, title and interest of the Company in and to all Trade Agreements and Station Agreements being assumed by Buyer. (h) An instrument or instruments assigning to Buyer all right, title and interest of the Company in the FCC Licenses, all pending applications relating to the Station before the FCC, and any remaining Assets not otherwise conveyed. (i) The opinion of Seller's FCC counsel, dated the Closing Date, to the effect set forth in Section 6.6. (j) 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 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
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

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 i. By the ISSUER (1) Board of Directors Minutes authorizing the issuance of a certificate or certificates for 20,000,000 Shares, registered in the names of the SHAREHOLDERS equal to their pro-rata holdings in BID. All certificates shall be delivered promptly after Closing. (2) The resignation of all officers of ISSUER. (3) A Board of Directors resolution appointing such person as SHAREHOLDERS designate as a director(s)

  • Documents to be Delivered by the Seller On the 2024-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 10.1 Items to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyer the Assets, including by taking the following actions: (a) Deliver to the Buyer an officer’s certificate on behalf of each Seller in a form reasonably satisfactory to the Buyer as to: (i) resolutions (or other instruments as applicable) embodying all corporate or limited liability company actions taken by and on behalf of such Seller, as appropriate, to authorize the execution, delivery and performance of this Agreement and the Other Agreements by such Seller; and (ii) the incumbency of each officer signing this Agreement, the Other Agreements or any other agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of such Seller; (b) Deliver to the Buyer a certificate of Seller Parent, dated as of the Closing Date and executed by an authorized representative of Seller Parent, to the effect that each of the conditions specified in Section 8.1 and Section 8.2 are satisfied in all respects; (c) To the extent available under applicable Law, deliver to the Buyer a certificate of good standing of each Seller dated as of a date within thirty (30) days of the Closing Date and issued by the Secretary of State or other appropriate Governmental Authority of the state in which such Seller was incorporated or formed; (d) Deliver to the Buyer those Orders, consents, approvals, results and clearances set forth on Schedule 8.3 and described in Section 8.3; (e) Deliver to the Buyer one or more bills of sale, substantially in the form of Exhibit G hereto, conveying title to all of such Seller’s Personal Property included in the Assets; (f) Deliver to the Buyer an assignment and assumption agreement in the form of Exhibit H hereto (the “Assignment and Assumption Agreement”), duly executed by the Sellers; (g) Deliver to the Buyer the Escrow Agreement duly executed by Seller Parent; (h) Deliver to the Buyer the Transition Services Agreement duly executed by Seller Parent; (i) Deliver to the Buyer the Supply Agreement duly executed by Seller Parent; (j) Deliver to the Buyer the Product Processing Agreement duly executed by Seller Parent; (k) Deliver to the Buyer the Other Agreements duly executed by each appropriate Seller; (l) Deliver to the Buyer the Preliminary Statement duly executed by Seller Parent; (m) Deliver to the Buyer assignment documents for each of the patents, trademarks and other Intellectual Property which are part of the Assets, duly executed by each appropriate Seller; (n) Deliver to the Buyer all such executed documents as may be required to change each FS Tech Entity’s name on that date to another name bearing no similarity to the current FS Tech Entity name as identified on Schedule 1, including but not limited to a name change amendment with the appropriate state or government office and an appropriate name change notice for each state or country where the FS Tech Entity is qualified to do business; (o) Deliver to the Buyer any and all documents, instruments and certificates as the Buyer reasonably deems necessary to consummate the transactions contemplated by this Agreement as the Buyer reasonably requests (including documents evidencing the release of any guarantor obligations required pursuant to Section 8.7 of this Agreement and the release of Liens required pursuant to Section 8.8 of this Agreement); and (p) Deliver to the Buyer such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary and appropriate to vest in the Buyer all right, title and interest in, to and under the Assets; and simultaneously with such delivery, the Sellers shall take such steps as are required to put the Buyer in actual possession and operating control of the Assets.

  • 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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