SELLER'S DELIVERY AT CLOSING Sample Clauses

SELLER'S DELIVERY AT CLOSING. At the time of the closing, Seller shall deliver or have delivered to Purchaser the following: A. A bill xx sale in the form of EXHIBIT "F", duly executed by Seller; B. A duly executed certificate of the duly authorized Corporate Secretary of Seller evidencing that the transactions contemplated by this Agreement are unconditionally authorized by all requisite authority of Seller's board of directors; C. Real property lease assignments and/or subleases in the forms of EXHIBIT "G-1" thru EXHIBIT "G-6"; D. An opinion of counsel for Seller, addressed to Purchaser, in the form of EXHIBIT "H-1"; E. An Investment Agreement and Registration Rights Agreement in the form of EXHIBITS "I-1 and "I-2"; and F. Such other documents as may be reasonably necessary to transfer the Assets or to grant Purchaser any of the rights intending to be given Purchaser by the terms of this Agreement or any other agreement delivered pursuant hereto (thereto).
Sample 1
SELLER'S DELIVERY AT CLOSING. At the Closing, the Sellers shall deliver: (a) a certificate or certificates or other written evidence representing the Interests being sold by Seller, duly endorsed for transfer to Purchaser, or accompanied by assignments separate from the certificate appropriately completed and executed for transfer to Purchaser or other assignments of the Interests in such form as is reasonably acceptable to Purchaser; (b) a certificate of non-foreign status for each Seller meeting the requirements of Treasury Regulation § 1.1445-2(b)(2), and a properly completed Internal Revenue Service Form W-9 by each of those Persons; (c) all original books and records of the Companies and all copies thereof (d) terminations of powers of attorney granted by the Companies as may be requested in a written notice to Sellers by Purchaser delivered at least ten (10) days prior to the Closing; (e) the executed Settlement Statement; and (f) an executed Transition Services Agreement in the form attached hereto as Exhibit A and in accordance with Section 4.10.
Sample 1
SELLER'S DELIVERY AT CLOSING. On the Closing Date, Seller shall deliver to Buyer an assignment of all of Seller's right, title and interest as a general partner in Pelican Hill and a limited partner in Pelican Hill and LeHill and of all rights, title and claims Seller may have to the LeHill Assets as shall exist on the Closing Date (collectively, the "Purchased Interests"). The Purchased Interests shall be delivered to Buyer at Closing free and clear of liens, claims or encumbrances.
Sample 1
SELLER'S DELIVERY AT CLOSING. At Closing, Seller shall also deliver or cause to be delivered to the Buyer copies of the following (a) the corporate records and seals of Europlay, including, without limiting the generality of the foregoing, the Europlay 's formation and operating documents and all minutes and resolutions of the Europlay 's directors and shareholders; (b) copies of all documents (including, without limitation, records, correspondence and contracts) that have not been previously delivered before Closing and that the Buyer in its reasonable opinion considers to be necessary or desirable for the conduct by the Buyer of any activities related to the assets or business operations of the Europlay.
Sample 1
SELLER'S DELIVERY AT CLOSING. At the Closing, the Sellers shall deliver: (a) a certificate or certificates or other written evidence representing the Shares being sold by Seller, duly endorsed for transfer to Purchaser, or accompanied by assignments separate from the certificate appropriately completed and executed for transfer to Purchaser or other assignments of the Shares in such form as is reasonably acceptable to Purchaser; (b) a certificate of non-foreign status for each of Xxxxx X. Xxxxx, Xxxxx Xxxxx, Xxxxx Ltd., Henchild and FIG meeting the requirements of Treasury Regulation § 1.1445-2(b)(2), and a properly completed Internal Revenue Service Form W-9 by each of those Persons; (c) properly executed Section 338(h)(10) Election Forms; (d) the resignations discussed in Section 4.8; (e) the assignment of the Xxxxx Petroleum logo and trademark as required by Section 4.9; (f) a copy of the Transition Agreement executed by Sellers;
Sample 1
SELLER'S DELIVERY AT CLOSING. At the Closing, the Sellers shall deliver: (a) a certificate or certificates or other written evidence representing the Shares being sold by Seller, duly endorsed for transfer to Purchaser, or accompanied by assignments separate from the certificate appropriately completed and executed for transfer to Purchaser or other assignments of the Shares in such form as is reasonably acceptable to Purchaser; (b) a certificate of non-foreign status for each of Xxxxx X. Xxxxx, Xxxxx Xxxxx, Xxxxx Ltd., Henchild and FIG meeting the requirements of Treasury Regulation § 1.1445-2(b)(2), and a properly completed Internal Revenue Service Form W-9 by each of those Persons; (c) properly executed Section 338(h)(10) Election Forms; (d) the resignations discussed in Section 4.8; (e) the assignment of the Xxxxx Petroleum logo and trademark as required by Section 4.9; (f) a copy of the Transition Agreement executed by Sellers; (g) all original books and records of the Companies and all copies thereof, which shall be deemed delivered pursuant to this Section 5.4 by being delivered to the principal office of the Companies; and (h) copies of all Employee Letter Agreements and releases from independent contractors, Xxxxx Heirs, Ltd., J&M Petroleum, LLC, Xxxxx Xxxxxx, Xxxxxx LLC, Xxxxx Xxxxx Xxxxx, JUSDY LLC, Xxxxxxx Xxxxx and Persons identified on Schedule 4.8 that have been executed and delivered to Xxxxx Petroleum as of the Closing Date.
Sample 1
SELLER'S DELIVERY AT CLOSING. At Closing, Sellers shall deliver or cause to be delivered to the Buyer: (a) a joint resolution of the shareholders and board of directors of the Company approving the transfer of the Purchased Stock to the Purchaser; (b) share certificates for the Purchased Stock duly endorsed for transfer; (c) the corporate records and seals of the Company including, without limiting the generality of the foregoing, the Company's formation and operating documents and all minutes and resolutions of the Company's directors and shareholders; (d) resignations of all of the directors and officers of the Company requested by the Buyer (other than Xxxxx X. Xxxxxx who shall remain as a director of the Company following Closing,) and releases by all such directors and officers of the Company of all claims they have against the Company (excepting therefrom the Xxxxx Xxxxxxxxx promissory note more particularly described in Section 3.13), conditional on the completion of the sale of the Purchased Stock pursuant hereto; (e) copies of all documents (including, without limitation, records, correspondence and contracts) that have not been previously delivered before Closing and that the Buyer in its reasonable opinion considers to be necessary or desirable for the conduct by the Buyer of any activities related to the Assets.
Sample 1
SELLER'S DELIVERY AT CLOSING. At Closing, Sellers shall also deliver or cause to be delivered to the Buyer (a) the corporate records and seals of the Company including, without limiting the generality of the foregoing, the Company’s formation and operating documents and all minutes and resolutions of the Company’s directors and shareholders; (b) resignations of all of the directors and officers of the Company requested by the Buyer and releases by all such directors and officers of the Company of all claims they have against the Company (except to the extent they are expressly intended to survive the Closing hereunder), conditional on the completion of the sale of the Purchased Stock pursuant hereto; (c) copies of all documents (including, without limitation, records, correspondence and contracts) that have not been previously delivered before Closing and that the Buyer in its reasonable opinion considers to be necessary or desirable for the conduct by the Buyer of any activities related to the assets or business operations of the Company; (d) irrevocable assignment of patents and trademarks, patent and trademarks applications, and any other forms of intellectual property to the Company; (e) the certificates required from Seller pursuant to Sections 7.1 and 7.2 hereof; and (f) opinion of counsel regarding the Company in substantially the form of Exhibit B annexed hereto.
Sample 1

Related to SELLER'S DELIVERY AT CLOSING

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Seller’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Section 7.1, Seller shall deliver to Purchaser , at the Closing, physical possession of all tangible Purchased Assets, and shall execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Purchaser all of the following: (a) the Employment Agreement, executed by Woody; (b) certified copies of Seller's Articles of Incorporation and By-laws; (c) certificates of good standing of Seller, issued not earlier than ten (10) days prior to the Closing Date by the State Corporation Commission of Virginia; (d) an incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and Seller's Ancillary Documents on behalf of Seller; (e) a certified copy of resolutions of Seller's board of directors and shareholders, authorizing the execution, delivery and performance of this Agreement and Seller's Ancillary Documents; (f) a xxxx of sale, executed by Seller, conveying all of the Equipment and other tangible personal property included in the Purchased Assets to Purchaser, free and clear of all Liens and containing the warranties of title set forth in this Agreement; (g) an assignment to Purchaser executed by Seller, assigning to purchaser all of the Purchased Assets (other than the Equipment), free and clear of all Liens and containing the warranties of title set forth in this Agreement. If necessary in the reasonable opinion of Purchaser's counsel, Seller shall also execute and deliver (in recordable form where required) separate assignments of any of the Purchased Assets, where applicable, in the form required by the applicable governmental agencies, insurance companies, customers, lessors, and other parties with whom the assignments must be filed; (h) a closing certificate duly executed by the President and Vice President if any of Seller, on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that Seller's representations and warranties to Purchaser are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), 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 Purchaser in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (i) to the extent obtained, all necessary Consents or alternate arrangements with respect thereto, all as reasonably acceptable to Purchaser; (j) certificates of title or origin (or like documents) with respect to all vehicles included in the Purchased Assets and other Equipment for which a certificate of title or origin is required in order for title thereto to be transferred to Purchaser; (k) the written opinion of counsel to Seller, addressed to Purchaser, dated as of the Closing Date, in substantially the form of Exhibit G (it being understood that Purchaser's lenders may rely upon such opinion); and (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) the customer list described in Section 1.2 (c).

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Seller’s Closing Deliveries Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following: (a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (b) the Note; (c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller; (e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement"); (f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws; (g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York; (h) an incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser; (i) a certified copy of resolutions of Purchaser's board of directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents; (j) a closing certificate executed by an officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser; (k) the written opinion of XxXxxxxxxx & Xxxxx, LLP, counsel to Purchaser, addressed to Seller, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto; (l) IRS Forms 8594, in the form annexed hereto as Exhibit D. (m) without limitation by the specific enumeration of the foregoing, all other documents required from Purchaser to consummate the transaction contemplated hereby.

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

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

  • 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:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

  • 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.

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