The Seller’s Deliveries. All of the Seller’s Closing Deliveries shall have been delivered to the Purchaser or deposited with Escrow Agent in the Closing Escrow, to be delivered to the Purchaser at Closing.
The Seller’s Deliveries. (a) The Sellers shall deliver to the Purchaser a certificate of Sellers and any other evidence reasonably required by the Purchaser, in such form as is satisfactory to the Purchaser, that each of the conditions to the obligations of the Purchaser to purchase the Seller Equity from the Sellers which is set forth in Article VIII has been satisfied.
(b) The Sellers shall deliver to the Purchaser the certificate required pursuant to Section 8.1.
(c) The Sellers shall deliver to the Purchaser a certificate of good standing with respect to each of the Companies, if applicable, issued by the Secretary of State of each of New York and Pennsylvania dated not earlier than thirty (30) days prior to the Closing Date.
(d) With the exception of those consents identified in Schedule 3.1.2 hereof, the Sellers shall deliver to the Purchaser copies of all necessary consents and approvals of third parties to any of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser; provided however, that the Sellers shall not be required to deliver any such consent or approval which is expressly waived or excluded from this delivery requirement pursuant to the terms hereof or by the Purchaser's consent or written waiver delivered to the Sellers at any time prior to Closing.
(e) The Sellers shall deliver to the Purchaser copies of:
(i) resolutions adopted by the board of directors of GladCo and by the Sellers authorizing the transactions contemplated by this Agreement;
(ii) the certificate of incorporation and by-laws of GladCo, as in effect on the Closing Date, certified in each case by the secretary or assistant secretary of GladCo;
(iii) resolutions adopted by the board of directors of HLG Acquisition and by the Sellers authorizing the transactions contemplated by this Agreement;
(iv) the certificate of incorporation and by-laws of HLG Acquisition, as in effect on the Closing Date, certified in each case by the secretary or assistant secretary of HLG Acquisition;
(v) resolutions adopted by the board of directors of HLG Acquisitions, acting as general partner of HLG Marketing, authorizing the transactions contemplated in this agreement; and
(vi) the certificate and the agreement (as amended) of limited partnership of HLG Marketing, as in effect on the Closing Date, certified in each case by the general partner.
(f) The Sellers shall deliver to the Purchaser all stock certificates and/or other documents evidencing the Seller Equity, accompanied by all ...
The Seller’s Deliveries. At the Closing, the Seller shall deliver, or cause to be delivered, to Buyer and the Buying Parties the following, in form and substance reasonably acceptable to the Buyer:
(a) a copy of the certificate of incorporation and bylaws, partnership agreement or analogous organizational document of each Acquired Entity certified by the corporate secretary of such Acquired Entity;
(b) certificates evidencing the Stock properly endorsed or with stock powers executed in blank or otherwise in form sufficient to convey title thereto to Buyer or the Buying Parties free and clear of all Liens and Restrictions, except for Permitted Liens;
(c) certificates of Good Standing or comparable status as of a recent date with respect to the U.S. Companies from the Secretary of State (or other appropriate governmental official) of the State of Delaware and from the appropriate Governmental Authority with respect to each of the U.S. Companies;
(d) a certificate of an officer of Seller (i) certifying the names and signatures of the officers of Seller authorized to sign this Agreement and any other agreements relating hereto and (ii) certifying those matters set forth in Section 7.1(a) above;
(e) a copy of the resolutions duly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the Transactions, certified by the corporate secretary of Seller;
(f) A Restrictive Covenant Agreement in the form of Exhibit C attached hereto; and
(g) such other documents and instruments as counsel for Buyer and Seller mutually agree to be reasonably necessary to consummate the Transactions.
The Seller’s Deliveries. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall duly execute (to the extent a party thereto) and deliver those documents and make the other deliveries required to be made by the Sellers and the Company pursuant to Section 8.1.
The Seller’s Deliveries. Concurrently with the execution of this Agreement, the Seller shall deliver to the Purchaser, each of the following:
(i) the Seller’s Disclosure Schedule to this Agreement, satisfactory to the Purchaser in all respects;
(ii) all corporate resolutions of each Seller Entity approving this Agreement and the transactions contemplated hereby;
(iii) the duly executed RGA Stockholder Consent; and
(iv) a duly executed counterpart to the Equipment Lease between CTFD, CTFD Marine and the Purchaser (the “Lease”), pursuant to which CTFD and CTFD Marine agree to lease certain equipment to the Purchaser upon the terms set forth therein.
The Seller’s Deliveries. The Seller shall have delivered, and the Purchaser shall have received, all of the items set forth in Section 3.2 of this Agreement.
The Seller’s Deliveries. At or prior to the Closing, the Sellers will deliver or cause to be delivered to Purchaser each of the instruments and documents listed in the following provisions of this Section 7.1, executed and acknowledged where appropriate by the Sellers and/or the other party or parties thereto:
7.1.1 An assignment by each Seller to Purchaser of the applicable Membership Interest(s) in the form of Exhibit F attached hereto and made a part hereof, together with the Sellers' Copies of the limited liability company agreement of Owner and a certified copy of the Certificate of Formation of Owner.
7.1.2 The Sellers' Copies of each of the Leases and all guarantees described in the first sentence of subsection 8.3.6.1, including the Diamond Resort Lease Guaranty.
7.1.3 The Sellers' Copies of each of the Other Agreements.
7.1.4 An executed copy of an agreement between Owner and the Managing Agent terminating the Management Agreement as of or prior to the Closing Date. The Sellers shall use reasonable efforts, but shall be under no obligation, to have such agreement provide that (a) Owner shall have no continuing liability for pre-Closing obligations under the Management Agreement (the parties hereby acknowledging and confirming that the Sellers' indemnification obligation under Section 33.1 below with respect to such pre-Closing obligations shall apply whether or not such agreement so provides) and (b) Managing Agent waives any lien rights it may have with respect to such obligations.
7.1.5 Counterparts of (i) the VCR Showroom Lease, the Gondola Lease and the VCR Office Lease, each substantially in the form of Exhibits V, W and X attached hereto and made a part hereof, respectively, executed by VCR, (ii) the Casino Level Master Lease substantially in the form of Exhibit Y attached hereto, with such changes thereto requested by Owner's proposed new mortgage lender that do not increase (other than to a de minimis extent) VCR's obligations thereunder or decrease (other than to a de minimis extent) VCR's benefits thereunder, executed by VCR and (iii) the Amended and Restated REA, substantially in the form of Exhibit T attached hereto and made a part hereof, with such changes thereto requested by the "SECC's" proposed new mortgage lender and/or Owner's proposed new mortgage lender that do not increase (other than to a de minimis extent) VCR's obligations thereunder or decrease (other than to a de minimis extent) VCR's benefits or Owner's rights and obligations thereunder.
7.1.6 ...
The Seller’s Deliveries. The Sellers shall deliver, or shall cause to be delivered, to Apollo each of the following:
(i) the RCAP-ARC-Newco Transition Services Agreement, duly executed by RCAP;
(ii) a release, in a form reasonably acceptable to Apollo, evidencing the release of the Subject Companies from their obligations and any security interests granted by them in connection with the RCAP Credit Facilities;
(iii) written resignations, in a form reasonably acceptable to Apollo, from each officer or director of the Subject Companies or evidence reasonably satisfactory to Apollo that duly authorized action has been taken by each of the Subject Companies to remove each officer and director of the Subject Companies (in each case other than those listed on Section 1.3(a)(iii) of the Seller Disclosure Letter);
(iv) the certificates described in Section 8.11;
(v) such other instruments of conveyance, assignment and transfer as may be reasonably requested by Apollo with respect to the Acquired Interests.
The Seller’s Deliveries. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:
(a) A duly executed Bxxx of Sale, Assignment and Assumption Agreement;
(b) A duly executed Limited Warranty Deed;
(c) A duly executed Seller's Certificate;
(d) A duly executed Guaranty;
(e) A duly executed Dxxxxx Manufacturing Agreement;
(f) A duly executed American Drawtech Manufacturing Agreement;
(g) A duly executed Sales and Services Agreement;
(h) A duly executed Registration Rights Agreement;
(i) A duly executed certificate stating that the Seller is not a "foreign" person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation ss. 1.1445-2(b)(2);
(j) A duly executed affidavit necessary for the Buyer to obtain title insurance for the Leased Real Property and substantially in the form attached hereto as EXHIBIT H;
(k) An affidavit of title, the form and substance of which shall be subject to the reasonable approval of the Buyer's title insurance company and such other affidavits as are customarily delivered by a seller of real property in the jurisdiction where the Owned Real Property is located; and
(l) Such other instruments and documents deemed necessary or appropriate by the Buyer, and agreed to by the Seller, to effectuate the transactions contemplated by this Agreement.
The Seller’s Deliveries. At the Closing, the Sellers will deliver or cause to be delivered to Buyer:
