Parent's Closing Date Deliveries Sample Clauses

Parent's Closing Date Deliveries. Subject to -------------------------------- fulfillment or waiver (where permissible) of the conditions set forth in Article ------- X, at the Closing Parent shall deliver to Buyer all of the following: - (a) Copies of the Certificate of Incorporation or Certificate of Formation, as the case may be, of each of Parent, SMHC and Strategic certified as of a recent date by the Secretary of State of the State of Delaware; (b) Copies of SVM Canada's Articles of Incorporation certified as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (c) Certificate of good standing of each of Parent, SMHC and Strategic issued as of a recent date by the Secretary of State of the State of Delaware; (d) Certificate of good standing of SVM Canada issued as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (e) Certificate of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation, Certificate of Limited Partnership or Articles of Incorporation, as the case may be, of such Seller since the date specified in clause (a) or (b) above; (ii) the By-Laws or Limited Partnership Agreement, as the case may be, of such Seller; (iii) the resolutions of the Board of Directors (or a duly authorized committee thereof) or general partner, in the case of Strategic, of such Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which such Seller is a party and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of such Seller executing this Agreement and any Seller Ancillary Agreement; (f) Copies of the Certificate or Articles of Incorporation, Certificate of Formation or Certificate of Limited Partnership, as the case may be, of each of SMMS Inc., QRC, CMIG, SMDMC, HEA and SMMSLP certified as of a recent date by the Secretary of State of the State of Delaware, Wisconsin or Illinois, as applicable; (g) Copies of MS Canada's Articles of Incorporation certified as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (h) Certificate of good standing of each of SMMS Inc., QRC, CMIG, SMDMC, HEA and SMMSLP issued as of a recent...
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Parent's Closing Date Deliveries. Subject to satisfaction or, if permissible, waiver of the conditions precedent set forth in Article VIII, at the Closing Parent shall deliver, or cause to be delivered, to the Purchaser all of the following: (a) a certificate of the secretary, an assistant secretary or other authorized officer of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, as to (i) the resolutions of the Management Committee of Parent authorizing the execution and performance of this Agreement, any Ancillary Agreement to which Parent is a party and the transactions contemplated hereby and thereby and (ii) incumbency and signatures of the officers of Parent executing this Agreement and any such Ancillary Agreement; (b) a certificate of the secretary, an assistant secretary or other authorized officer of each of the Companies, in form and substance reasonably satisfactory to the Purchaser, certifying as to the Organizational Documents of the applicable Company; (c) a certificate of good standing of each of the Companies issued as of a recent date by the Secretary of State of the jurisdiction of formation of the applicable Company; (d) the certificate contemplated by Section 8.02(a), duly executed by a duly authorized officer of Parent; (e) Endorsed Certificates, with respect to Interests that are certificated, or assignments evidencing the Interests that are not certificated; and (f) such other certificates, instruments and documents in furtherance of the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request.
Sample 1
Parent's Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at the Closing, Parent shall deliver to Buyer all of the following: (a) certificate of the secretary or an assistant secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the resolutions of the Parent Board authorizing the execution and performance of this Agreement, any Parent Ancillary Agreement to which Parent is a party and the Contemplated Transactions; and (ii) incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement to which Parent is a party; (b) duly executed equity powers representing the transfer of the Securities (other than the Rollover Securities, which shall be contributed to Buyer pursuant to the Contribution Agreements); (c) duly executed original counterparts of the German Transfer Deed; (d) the certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Parent; (e) duly executed original counterparts of the IP Cross License executed by Parent; (f) duly executed original counterparts of the Transition Services Agreement executed by Parent; (g) duly executed original counterparts of the Distribution Agreement (Hardware), Distribution Agreement (Tissue) and the Quality Agreements, in each case executed by RTI Surgical; (h) the written resignations of each of the members of the board of managers (or equivalent body) of the Group Companies in his or her capacity as such (unless otherwise notified by Buyer to Parent prior to the Closing that any such resignations are not required); (i) a certification of non-foreign status, for purposes of Section 897 and 1445 of the Code on behalf of the Subsidiary transferring Securities pursuant to this Agreement; (j) the Reorganization Certificate; (k) evidence reasonably acceptable to Buyer that record title to all of the Owned Real Property has been transferred by special warranty deed (or local equivalent) to a Group Company; (l) documentary evidence reasonably acceptable to Buyer that all Transferred Contracts (as defined below), other than Non-Assignable Assets, have been validly assigned and transferred to a Group Company; (m) a customary payoff letter or similar documentation with respect to the debt facilities under the Credit Agreements (a draft of which shall be provided to Buyer for review no later than five (5) business days prior to the Closing Date) providing for...
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Related to Parent's Closing Date Deliveries

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date Delivery 2 2.1 Closing.........................................................................................2

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, all of the Insider Letters and the Subscription Agreement.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

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