Seller Closing Deliverables Sample Clauses

Seller Closing Deliverables. At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) a certificate, dated as of the Closing Date, duly executed by the secretary of Parent, certifying that: (A) all documents to be executed by Sellers and delivered at the Closing have been executed by a duly authorized officer of the applicable Seller; (B) the resolutions adopted by the Board of Directors or other similar body of each Seller (the “Seller Boards”) authorizing the execution, delivery and performance of this Agreement, as attached to the certificate, were duly adopted by the respective Seller Board and remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) Sellers’ officer(s) executing this Agreement, and each of the other documents necessary for consummation of the Contemplated Transactions, is an incumbent officer, and the specimen signature on such certificate is a genuine signature; (ii) the Development Agreement, duly executed by Parent and Flamel Ireland Limited; (iii) the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, in the form of Exhibit 2.4(b)(iii) (the “▇▇▇▇ of Sale, Assignment and Assumption”), duly executed by each Seller; (iv) a certificate of each Seller other than Parent, in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations, listing such Seller’s name, address and U.S. employer identification number and stating that such Seller is not a foreign person; provided, however, that if any Seller is treated as a disregarded entity under the Treasury Regulations issued under Code Section 7701, such Seller will not be required to provide a certificate, but rather, the “owner of the disregarded entity” (within the meaning of Treasury Regulations Section 1.445-2(b)(2)(iii)) shall provide such a certificate and identify thereon the disregarded entity that it owns; (v) a duly completed and accurate Internal Revenue Service Form W-8 or W‑9 for each Seller; (vi) a fully executed wavier, pursuant to which Deerfield CSF, LLC, on behalf of itself and all its Affiliates, (a) waives its right to accelerate the Deferred Payments (as defined in the Deerfield Agreement) as a result of the Contemplated Transactions and (b) acknowledges that the Contemplated Transactions are not an Acceleration Trigger Event (as defined in the Deerfield Agreement); and (vii) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance with any of the Assume...

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (A) A general warranty deed conveying to Buyer title to the Property, ▇▇▇▇ executed and acknowledged by ▇▇▇▇▇▇. (B) A certificate from Seller certifying that Seller’s representations and warranties in this Agreement are true and correct as of the date of the Closing. (C) Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy. (D) All keys to doors and mailboxes, codes to any locks and owner’s manuals for appliances and fixtures. (E) Any other documents, certificates, notices, affidavits or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction. ☐ (Check all that apply) ☐ A certificate from Seller certifying that Seller is not a foreign person. Other:

Seller Closing Deliverables. Seller shall have, on or prior to the Closing Date, delivered each of the following to Buyer, any of which may be waived in a writing, duly executed by the appropriate parties: (a) transfer forms effecting the transfer of the Interests to Buyer in form and substance reasonably satisfactory to Buyer and duly executed by Seller; (b) written evidence in form and substance reasonably satisfactory to Buyer that the guarantees of each of the Acquired Companies in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated pursuant to the Guaranty and Collateral Agreement (as defined in the Credit Agreement) have been released and terminated; (c) written evidence in form and substance reasonably satisfactory to Buyer that the security interests granted by each of the Acquired Companies with respect to their assets to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, and the pledge of the Interests by Seller, pursuant to the Guaranty and Collateral Agreement (as defined in the Credit Agreement), have been terminated; (d) UCC-3 Termination Statements in form and substance reasonably satisfactory to Buyer to be filed subsequent to the Closing with the Minnesota Secretary of State with respect to the termination of the security interests of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (and any other secured creditor of record) in the assets of the Acquired Companies; (e) one or more certificates, validly executed by the Secretary or the Chief Manager of each of the Acquired Companies, and dated as of the Closing Date, certifying as to: (A) the terms and effectiveness of each of its respective Charter Documents; (B) the resignations of each governor and manager of each of the Acquired Companies, and (C) a Certificate of Good Standing from the Minnesota Secretary of State with respect to each of the Acquired Companies dated not more than thirty (30) prior to the Closing Date; (f) a certificate, validly executed by the Secretary of Seller, and dated as of the Closing Date, certifying as to: (A) the terms and effectiveness of Seller’s Certificate of Incorporation and Bylaws, (B) the valid adoption of resolutions of the board of directors of the Seller approving this Agreement and the consummation of the transactions contemplated hereby and herein, and (C) a Certificate of Good Standing from the Delaware Secretary of State with respect to the Seller dated not more than thirty (30) prior to the Closing Date; and (g) all of the Books and Records (and copies thereof)

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; (b) an executed counterpart of Guarantor to the Guaranty; (c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger Agreement, binding nature of obligations, absence of violations of Law and no consents under Law; and (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law.

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors and the shareholders of the Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents contemplated hereby to be delivered in connection with this Agreement or at the Closing to which Seller and the Company are a party (collectively, the “Seller Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of the Seller authorized to sign this Agreement and the other Seller Transaction Documents; and (iii) that attached thereto are true and complete copies of the Seller Organizational Documents (as hereinafter defined), including any amendments or restatements thereof, and that such governing documents are in full force and effect; (b) a good standing certificate (or its equivalent) for the Seller and the Company from the secretary of state or similar Governmental Authority of the jurisdiction in which each is organized and each jurisdiction where the Seller and the Company is each qualified, registered, or authorized to do business. The term “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction;

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) Share certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank. (b) A certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of Seller authorized to sign this Agreement and the other Transaction Documents; and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect. (c) A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction in which the Company is organized and each jurisdiction where the Company is required to be qualified, registered, or authorized to do business. The term “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction.

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) Share certificates evidencing the Baytao Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto. (b) Copies of all resolutions of the board of directors and the shareholders of Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby.

Seller Closing Deliverables. The Purchaser shall have received all of the Seller’s closing deliverables pursuant to Section 7.2.