Obligations of Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser the following:
5.2.1 one or more bills of sale from the Seller conveying all of the Assets to the Purchaser;
5.2.2 a copy of the resolutions of the Seller's board of directors and shareholders, authorizing the execution, delivery and performance of this Agreement and any other agreement to be entered into by the Seller in connection herewith, and the transactions contemplated hereby;
Obligations of Seller at the Closing. At the Closing, the Seller shall execute, or cause to be executed, and shall deliver to the Purchaser the following:
9.2.1 Such documents as the Purchaser may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller’s representations and warranties, (B) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by it, (C) evidencing the satisfaction of any condition referred to in this Agreement, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated in this Agreement.
9.2.2 The Seller shall provide the Purchaser an accounting of all prepayments received from customers in respect of any of the Contracts to the extent that such prepayments exceed the actual costs (if any) incurred by the Seller in partially performing such Contracts prior to the Closing Date.
9.2.3 Rent, water, electricity, telephone charges, salaries, wages, accrued holiday pay and other outgoings and costs of a periodical nature which relate to periods commencing before the Closing Date and ending after the Closing Date shall be apportioned on a time basis and those referable to the period ended on the Closing Date shall be borne by the Seller and those referable to the period commencing on the day following the Closing Date shall be borne by the Purchaser.
Obligations of Seller at the Closing. At the Closing, the Seller shall execute, or cause to be executed, and shall deliver to the Purchaser the following:
8.2.1 a bill of sale, substantially in the xxxx of Exhibit B hereto (the "Bill of Sale");
0.0.2 the Registration Rights Agreement;
8.2.3 a certificate of the Seller representing and warranting to the Purchaser that each of the representations and warranties of the Seller in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and
8.2.4 such other documents as the Purchaser may reasonably request for the purpose of (A) evidencing the accuracy of any of Seller's representations and warranties, (B) evidencing the performance by Seller of, or the compliance by Seller with, any covenant or obligation required to be performed or complied with by it, (C) evidencing the satisfaction of any condition referred to in this Agreement, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated in this Agreement.
Obligations of Seller at the Closing. At or prior to the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 10.3, Seller shall deliver or cause to be delivered to Purchaser, the following:
(a) The Preliminary Settlement Statement, duly executed by Seller;
(b) (i) Assignment of the Drum I Subject Securities in the form attached hereto as Exhibit B (the “Assignment”), duly executed by Series I Seller, (i) the Assignment of the Drum II Subject Securities, duly executed by Series II Seller and (i) the Assignment of the Drum III Subject Securities, duly executed by Series III Seller;
(c) An executed certificate of non-foreign status from each Seller (or such Seller’s regarded owner for U.S. federal income tax purposes, if such Seller is a disregarded entity for U.S. federal income tax purposes) that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) in the form attached hereto as Exhibit C;
(d) A certificate duly executed by an authorized person of Series I Seller, Series II Seller and Series III Seller, dated as of the Closing, certifying that the conditions set forth in Section 9.2(a) and Section 9.2(b) have been fulfilled;
(e) An assignment and conveyance of the Excluded Assets in the form attached hereto as Exhibit D from each member of the Company Group to Seller or its designee, duly executed by each member of the Company Group and Seller (or its designee);
(f) A counterpart to the Registration Rights Agreement, duly executed by Seller;
(g) (i) Releases of all Liens securing Credit Document Indebtedness, any Post-Effective Time Indebtedness and any other Indebtedness For Borrowed Money that are burdening the Subject Securities and/or the Assets, (i) authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release of all Liens securing Credit Document Indebtedness, any Post-Effective Time Indebtedness and any other Indebtedness For Borrowed Money that are burdening the Subject Securities and the Assets and (i) all instruments and agreements reasonably required to effect and file of record the release of all Liens securing Credit Document Indebtedness, any Post-Effective Time Indebtedness and any other Indebtedness For Borrowed Money that are burdening the Subject Securities and the Assets;
(h) Evidence of the payment in full of all Credit Document Indebtedness, any Post-Effective Time Indebtedness ...
Obligations of Seller at the Closing. At the Closing and coincidentally with the performance by Purchaser of its obligations described in Section 19.2, Seller shall deliver to Purchaser any and all transfer documents specifically identified herein or reasonably necessary or required for the conveyance of the assets being transferred to Purchaser and any and all other documents and materials reasonably necessary to consummate and complete this Agreement.
Obligations of Seller at the Closing. Within 30 days of the Initial ----------------------------------------- Closing Date, Seller shall deliver to the Purchaser the following:
10.2.1 one or more bills of sale from the Seller conveying all of the Assets to the Purchaser, in the form as set forth in Exhibit C;
10.2.2 a copy of the resolutions of the Seller's board of directors and shareholders, authorizing the execution, delivery and performance of this Agreement and any other agreement to be entered into by the Seller in connection herewith, and the transactions contemplated hereby;
10.2.3 within 30 days of the Initial Closing Date all necessary consents of third parties, including without limitation, EasyTel, InfoUSA, MCI, and AT&T to be assigned to and/or assumed by the Purchaser hereunder;
10.2.4 such other assignments, bills of sale, instruments of conveyance, certificates of officers and other documents as reasonably may be requested by the Purchaser prior to the Closing to consummate this Agreement and the transactions contemplated hereby.
Obligations of Seller at the Closing. At the closing and coincidentally with the performance by Buyer of its obligations described herein, Seller shall deliver to Buyer the following:
15.2.1 Xxxx of Sale in the form of Exhibit 15.2.1 hereto, assignments, properly endorsed certificates of title, and other instruments of transfer, in form and substance reasonably satisfactory to Buyer, necessary to transfer and convey all of the Assets to Buyer as well as physical possession of the assets identified herein, free and clear of all liens, pledges, charges, security interests and encumbrances of any kind or nature whatsoever.
15.2.2 Transfer of all licenses and permits to transacts business of the Seller and transfer of the assumed business name of Seller.
15.2.3 Such other certificates and documents as may be contemplated by the provisions of this Agreement, including a resolution of Seller's board of directors and a resolution adopted by the requisite number of Seller's shareholders authorizing this transaction.
Obligations of Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser the following:
4.2.1 one or more bills of sale from the Seller conveying all of the Assets to the Purchaser;
4.2.2 a copy of the resolutions of the Seller's board of directors, authorizing the execution, delivery and performance of this Agreement and any other agreement to be entered into by the Seller in connection herewith, and the transactions contemplated hereby;
4.2.3 all necessary consents of third parties, including without limitation, to be assigned to and/or assumed by the Purchaser hereunder;
4.2.4 such other assignments, bills of sale, or instruments of conveyance, certificates of officers, and other documents as reasonably may be requested by the Purchaser prior to the Closing to consummate this Agreement and the transactions contemplated hereby.
Obligations of Seller at the Closing. At the closing and coincidentally with the performance by Buyer of its obligations described in Section 13.3, Seller shall deliver to Buyer the following:
13.2.1 Bills of sale, assignments, properly endorsed certificates of title and other instruments of transfer, in form and substance reasonably satisfactory to counsel for Buyer, necessary to transfer and convey all of the Assets to Buyer.
13.2.2 Such other certificates and documents as may be called for by the provisions of this Agreement.
Obligations of Seller at the Closing. At the Closing and simultaneously with the performance by Purchaser of its obligations described herein, Seller shall deliver to Purchaser the following:
13-2.1 Bill of Sale for the Assxxx and Copies of Acts of Sales for the real property being conveyed herein, including, to the extent assignable, Future Development Rights.
