SELLER'S DELIVERY AT CLOSING. At the Closing, the Sellers shall deliver:
SELLER'S DELIVERY AT CLOSING. At the time of the closing, Seller shall deliver or have delivered to Purchaser the following:
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.
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.
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.
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.
