Obligations of the Seller at Closing Sample Clauses

Obligations of the Seller at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following documents and take the other actions identified below: (a) bills of sale, conveying to Buyer: (i) all of the Phone Equipment; (ii) executed copies of any transition agreements as provided for in Section 2.2; and (iii) the Miscellaneous Equipment and any other Equipment and Sale Assets (the "Xxxx of Sale"). The Xxxx of Sale shall be executed by Buyer on the Commencement Date and shall be deposited with Buyer's counsel. Buyer's counsel shall only release the Xxxx of Sale to buyer at Closing, and, in the event Closing does not occur for any reason, shall deliver the Xxxx of Sale to Seller. (b) a certified copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of the Agreement and all documents, instruments and transactions contemplated herein; (c) duly executed instruments of Assignment relating to the Assigned Contracts; (d) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed in all material respects; (e) closing certificates pursuant to which Seller represents and warrants to Buyer that its representations and warranties to Buyer are true and correct in all material respects as of the Closing Date as if then originally made and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Buyer in writing, have been so performed in all material respects; copies of the Assigned Contracts and evidence, that all required Cure Costs, if any, have been paid as of the Commencement Date; (f) all other documents and instruments as may be reasonably necessary and required to consummate the transactions contemplated by this Agreement approving and authorizing this Agreement and the transactions contemplated thereby, including, but not limited to assignment certificates as requested on a case by case basis; and (g) such other documents as Buyer may reasonably request.
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Obligations of the Seller at Closing. At the Closing, the Sellers shall deliver to the Purchaser: (a) certificates representing all of the Common Stock duly endorsed by the Sellers, transferring such Common Stock to the Purchaser; (b) such other instruments of conveyance, assignment and transfer, in form and substance reasonably satisfactory to the Purchaser's counsel, as shall be effective to transfer to the Purchaser all of the Sellers' right, title and interest in and to the Common Stock, as the Purchaser's counsel may reasonably request; (c) resignations of all directors and officers of Xxxxx Industries. Xxxxx Industries shall, as of the Closing Date, release each such director and officer from all claims and liabilities to or in respect of Xxxxx Industries arising in connection with such person's service as a director or officer, other than claims and liabilities arising out of malfeasance, gross negligence, intentional misconduct or a knowing violation of law; (d) all such consents, assignments or other documents as may be required to enable Purchaser to assume liability for, and the benefit of, letters of credit issued to third parties for the benefit of Xxxxx Industries and guaranteed by either Seller or the lenders, and all such other consents as may be required so as to waive conflicts set forth on Schedule 4.3(b);
Sample 1
Obligations of the Seller at Closing. The obligation of the Seller hereunder to consummate the transactions contemplated by this Agreement is expressly subject to the satisfaction of each of the further conditions set forth below, any or all of which may be waived by the Seller in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Seller of any other condition or of any of its rights or remedies, at law or in equity, if the Buyer shall be in default or breach of any of its representations, warranties or covenants hereunder: (a) The Buyer shall have performed the agreements and covenants required to be performed by the Buyer under this Agreement prior to the Closing, and the representations and warranties of the Buyer contained herein shall be true in all material respects on and as of the Closing Date as if made on and as of such date. (b) The Buyer shall deliver the Note.
Sample 1
Obligations of the Seller at Closing. At the Closing, the Seller will deliver to the Buyer the following: (a) Bills of sale, assignments, properly endorsed certificates of title, and other instruments of transfer, in form and substance reasonably satisfactory to the Buyer, necessary to transfer and convey all of the Assets to the Buyer; (b) The Noncompetition Agreement; (c) The Lease Assignment; (d) The Assignment and Assumption Agreement; (e) A cashier’s check, certified check, or wire transfer of immediately available funds for prorated items owing to the Buyer, if any; (f) Possession of the business facilities to be conveyed pursuant to this Agreement; and (g) Such other certificates and documents as may be called for by the provisions of this Agreement.
Sample 1
Obligations of the Seller at Closing. At the Closing, the Seller will deliver the following documents: (a) The certificate(s) representing all forms, delineation's and classes of the Stock of the Acquired Company, together with a duly executed stock power in favor of the Holding Company; (b) A certificate to the same tenor and effect as Exhibits "C" and "D"; (c) A duly executed security agreement; and (d) A duly executed closing memorandum.
Sample 1
Obligations of the Seller at Closing. On the Closing Date, the Seller shall deliver to the Company all of the following amounts, documents, instruments and/or agreements: (a) a copy of a resolution of MTKUSA, executed by the directors of MTKUSA providing consent to the transactions contemplated hereby; (b) all other documents, instruments and agreements referred to herein and attached hereto as Exhibits to this Agreement.
Sample 1

Related to Obligations of the Seller at Closing

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B Reference Pool.

  • Obligations of the Purchaser (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. (b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement. (c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.

  • Obligations of the Purchasers (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock. b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Buyer has not yet settled.

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

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

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

  • 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 THE SUPPLIER In addition to the Article 4.2 of the GPC, it is specified that:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

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