Obligations of Seller Group at Closing Sample Clauses

Obligations of Seller Group at Closing. At the Closing, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 6.1, Seller Group shall deliver or cause to be delivered to Buyer the following:
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Obligations of Seller Group at Closing. At the Closing, subject to the simultaneous performance by Buyer of its obligations pursuant to Section 6.1, Seller Group shall deliver or cause to be delivered to Buyer the following: Assignments of the Membership Interests, duly executed by Seller, in substantially the form attached hereto as Exhibit J (the "Membership Interests Assignments"). The Registration Rights Agreement, duly executed by Seller. The GP LLC Agreement, duly executed by Seller as the special member. The Escrow Agreement, duly executed by Seller and Escrow Agent, including the State of New Mexico Assignments, duplicate duly executed originals of which shall be attached as an exhibit to the Escrow Agreement and held by the Escrow Agent pursuant to the Escrow Agreement. A release of the Federal Mortgage Lien, including appropriate UCC-3 termination statements, duly executed by Fleet Bank. A release of the Xxx Ranch Mortgage Lien, including appropriate UCC-3 termination statements, duly executed by Fleet Bank. The Reserve Substitution Agreement duly executed by PNRC, EACC, and Xxxxx. An opinion from Xxxxx Xxxxx L.L.P. substantially in the form attached hereto as Exhibit L-1 and an opinion from the Vice President - Legal Services of Parent substantially in the form attached hereto as Exhibit L-2. A certificate signed by the Secretary or an Assistant Secretary of each of Parent and Seller certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of each of Parent's and Seller's board of directors authorizing the execution of this Agreement and all transactions contemplated herein. Good standing certificates of Parent, Seller and the Acquisition LLCs issued by the Secretary of State of the State of Delaware and, with respect to the Acquisition LLCs, foreign qualification certificates issued by the Secretary of State of the States of New Mexico and West Virginia, in each case dated not more than five days prior to Closing. The Certificates of Formation, Operating Agreements, Special Warranty Deeds, the State Lease Assignments, Assignment of Xxx Ranch Surface Rights, Leases, Coal Lease Assignments, and other agreements relating to the formation of the Acquisition LLCs and the transfer of the Assets thereto, each duly executed and delivered by the appropriate Parties thereto. The Peabody Guaranty of Obligations of Lessee Under Xxx Ranch Lease and the Peabody Guaranty of Obligations of Lessee Under Federal Lease (collectively, the "Parent Guarantees") substa...
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Related to Obligations of Seller Group at Closing

  • Obligations of Seller at Closing At 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 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Obligations of Seller Upon Sale (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with the Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Seller Obligations In connection with any offering under any Registration Statement under this Agreement:

  • Conditions to the Obligations of Seller The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

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