RECEIPT OF DOCUMENTS BY PURCHASER Sample Clauses

RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) a certificate executed by the President and Secretary of Seller certifying as to the fulfillment of the matters contained in Sections 5.1, 5.2, 5.3 and 5.5. (b) a true and correct copy of Seller's Articles of Incorporation, certified by the Secretary of State of Kansas as of a date not more than five (5) days prior to the Closing Date, and a true and correct copy of Seller's By-Laws certified by the Secretary of Seller as of the Closing Date. (c) a written opinion from counsel for Seller and Shareholder, dated as of the Closing Date, addressed to Purchaser, satisfactory to Purchaser and its counsel in form and substance, to the effect that: (i) Seller is duly incorporated, validly existing and is in good standing under the laws of its state of incorporation, has full corporate power and authority to carry on its business as and where now conducted, and to own or lease and operate its properties at and where now owned or leased and operated by it, and is qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the property owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification necessary; (ii) Seller has full right and lawful authority to convey, transfer and assign the Acquired Assets to Purchaser as provided in this Agreement, and the instruments of transfer delivered by Seller to Purchaser at the Closing are sufficient to transfer to Purchaser all right, title and interest of Seller in and to the Subject Assets; (iii) Seller has all requisite corporate power to execute, deliver and carry out its obligations under this Agreement and the execution, delivery and performance of this Agreement and the other agreements to be executed, delivered and performed pursuant to this Agreement by Seller have been duly authorized by all requisite corporate action, including, without limitation, the requisite authorization by the shareholders of Seller; (iv) This Agreement and the other agreements to be executed, delivered and performed pursuant to this Agreement constitute the legal, valid and binding obligation of Seller that is a party thereto, and are enforceable against each Seller that is a party thereto in accordance with their respective terms with appropriate bankruptcy exceptions; (v) This Agreement and the other agreements to be executed, delivered and performed pursuant to this Agreement to which Shareholder is a party constitute the le...
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RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) a certificate executed by Thomxxxx xxxtifying as to the fulfillment of the matters contained in Sections 4.1, 4.2, 4.3 and 4.5 of this Article; (b) a true and correct copy of the Corporation's Certificate of Incorporation, certified by the Secretary of State of Delaware as of a date not more than seven (7) days prior to the Closing Date, and a true and correct copy of the Corporation's Bylaws certified by the Secretary of the Corporation as of the Closing Date; (c) a written opinion from counsel for Thomxxxx xxx the Corporation, dated as of the Closing Date, addressed to Purchaser, satisfactory to Purchaser and its counsel in form and substance. (d) a written opinion of counsel for the ESOP Plan, in form and substance reasonably acceptable to Purchaser and its counsel; (e) the resignations of such officers and directors of the Corporation as may be requested by Purchaser; (f) certificates representing all of the Shares, with stock powers covering such shares duly endorsed in blank; (g) a general release of all claims of Thomxxxx xxxinst the Corporation, in the form of EXHIBIT "F" to this Agreement; (h) a certificate of the ESOP in the form of EXHIBIT "G" attached hereto; and (i) the Estoppel Certificate or the representations contained in the Amended Lease.
Sample 1
RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) a certificate executed by Sellers certifying as to the fulfillment of the matters contained in Sections 5.1, 5.2, 5.3, 5.5 and 5.9; (b) a true and correct copy of the Company's Articles of Association certified by the Patent and Registration Office (PRV) and the Company's Registration Certificate, both dated not more than seven (7) days prior to the Closing Date; (c) a written opinion from counsel for Sellers (who must be satisfactory to Purchaser and its counsel), dated as of the Closing Date, addressed to Parent and Purchaser, satisfactory to Parent, Purchaser and their counsel; (d) the resignations of such directors of the Company as may be requested by Purchaser; and (e) share certificates representing all of the Shares, duly endorsed in blank.
Sample 1
RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) a certificate executed by the President and Secretary (or persons with comparable duties) of Seller certifying as to the fulfillment of the matters contained in Section 5.01 (Representations True), Section 5.02 (All Consents Obtained), Section 5.03 (Performance and Obligations) and Section 5.06 (Delivery of Books and Records) hereof; (b) a certificate of good standing from the Secretary of State of the State of Florida, as of a date not more than five (5) days prior to the Closing, and a certificate of good standing or equivalent thereof, issued by the Secretary of State of the State of Georgia; (c) certified copies of resolutions duly adopted by the shareholders and board of directors of Seller approving this Agreement and the transactions contemplated pursuant thereto; and
Sample 1
RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) certified copies of resolutions duly adopted by the Board of Directors of both Seller approving this Agreement and the transactions contemplated under it; (b) Uniform Commercial Code Termination Statements and/or other documentation in form and substance satisfactory to Purchaser terminating any and all Liens that may affect any of the Subject Assets; and (c) Purchaser shall have received from Seller a certificate dated the Closing Date, in a form acceptable to Purchaser, certifying that the conditions set forth in Sections 5.1 through 5.5 have been fulfilled. (d) Opinion of counsel for Seller in a form substantially similar to the attached Schedule 5.6.
Sample 1
RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) a certificate executed by the President and Secretary of the Seller certifying as to the fulfillment of the matters contained in Sections 5.1, 5.2, 5.3 and 5.5. (b) a true and correct copy of Seller's Articles of Incorporation, certified by the Secretary of the Commonwealth of Massachusetts as of a date not more than five (5) days prior to the Closing Date, and a true and correct copy of Seller's By-Laws certified by the Secretary of Seller as of the Closing Date. (c) a written opinion from counsel for Seller, dated as of the Closing Date, addressed to Purchaser, satisfactory to Purchaser and its counsel substantially in the form attached hereto as Exhibit ___. (d) certified copies of resolutions duly adopted by the shareholders and board of directors of Seller approving this Agreement and the transactions contemplated under it; (e) with respect to all Real Property, ALTA preliminary commitments for title insurance, containing commitments to issue (a) fee owner's title insurance policies on ALTA Form B, 1970, and (b) loan policies for the benefit of any lender supplying financing for Purchaser's acquisitions, on ALTA Loan Policy Form 1970. Each such policy of title insurance must contain the following: (i) an endorsement deleting standard printed exceptions; (ii) an access endorsement, insuring, among other matters, that the property subject to the policy and all entrances, exits, driveways and access roads have free access to and from a public road or highway; (iii) affirmative assurance that the parcels comprising the property subject to the policy are contiguous to each other without any strips, gores or other parcels of land intervening; (iv) affirmative assurance of title to all easements benefiting the property subject to the policy; (v) affirmative assurance of the state of facts shown on the survey delivered to Purchaser pursuant to Section 5.4(f), which must be read into and form
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RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) a certificate executed by each Seller certifying as to the fulfillment of the matters contained in Sections 6.1, 6.2, 6.3, 6.5 and 6.9; (b) a true and correct copy of the Corporation's Certificate of Incorporation, certified by the Secretary of State of Delaware as of a date not more than seven (7) days prior to the Closing Date, and a true and correct copy of the Corporation's By-Laws certified by the Secretary of the Corporation as of the Closing Date; (c) a written opinion from counsel for each Seller (who must be reasonably satisfactory to Purchaser and its counsel), dated as of the Closing Date, addressed to Purchaser, satisfactory to Purchaser and its counsel in the form of EXHIBIT "A" to this Agreement; (d) the resignations of such officers and directors of the Corporation as may be requested by Purchaser; and (e) certificates representing all of the Shares, with stock powers covering such shares duly endorsed in blank.
Sample 1
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RECEIPT OF DOCUMENTS BY PURCHASER. Purchaser has received: (a) Certified copies of resolutions duly adopted by the Board of Directors of Seller approving this Agreement and the transactions contemplated under it; (b) Uniform Commercial Code Termination Statements and/or other documentation in form and substance satisfactory to Purchaser terminating any and all Liens that max affect any of the Subject Assets; (c) Purchaser shall have received from Seller a certificate dated the Closing Date, in a form acceptable to Purchaser, certifying that the conditions set forth above have been fulfilled; and (d) Purchaser shall have received any other documents which Purchaser deems necessary to consummate the transactions contemplated in this Agreement.
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Related to RECEIPT OF DOCUMENTS BY PURCHASER

  • Receipt of Documents The Investor and its counsel has received and read in their entirety: (i) this Agreement and the Exhibits annexed hereto; (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; (iii) the Company's Form 10-KSB for the year ended year ended December 31, 2003 and Form 10-QSB for the period ended September 30, 2003 and (iv) answers to all questions the Investor submitted to the Company regarding an investment in the Company; and the Investor has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.

  • Proceedings; Receipt of Documents All proceedings in connection with the making of such Loan and the other transactions contemplated by this Agreement and the other Loan Documents, and all documents incidental hereto and thereto, shall be satisfactory to the Agents and their counsel, and the Agents and such counsel shall have received such other agreements, instruments, approvals, opinions and other documents, each in form and substance satisfactory to the Agents, as any Agent may reasonably request.

  • Submittal of Documents The Consultant shall not commence the Services under this Agreement until the Consultant has submitted and the District has approved the certificate(s) and affidavit(s), and the endorsement(s) of insurance required as indicated below:

  • Execution of Documents, Etc (a) Actions by each Fund. Upon request, each Fund shall execute and deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations to such Fund under this Agreement or any applicable subcustodian agreement with respect to such Fund, provided that the exercise by the Custodian or any Subcustodian of any such rights shall in all events be in compliance with the terms of this Agreement.

  • Execution of Documents Unless otherwise specified, all Credit Documents and all other certificates executed in connection therewith must be signed by a Responsible Officer.

  • Amendment of Documents 2.6.1 At any time prior to the deadline for submission of tenders, the Procuring entity, for any reason, whether at its own initiative or in response to a clarification requested by a prospective tenderer, may modify the tender documents by amendment. 2.6.2 All prospective candidates that have received the tender documents will be notified of the amendment in writing or by post and will be binding on them. 2.6.3 In order to allow prospective tenderers reasonable time in which to take the amendment into account in preparing their tenders, the Procuring entity, at its discretion, may extend the deadline for the submission of tenders.

  • Delivery of Documents Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.

  • Removal of Documents A. Written reprimands will be removed from an employee’s personnel file after three

  • Approval of Documents The form and substance of all certificates, instruments and other documents required to be delivered to the Seller under this Agreement shall be reasonably satisfactory in all respects to the Seller and its counsel.

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

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