The Vendor’s Closing Documents Sample Clauses

The Vendor’s Closing Documents. At Closing, the Vendor and Xxxxxxxx, as applicable, shall deliver, or cause to be delivered, the following to Crown USA: (a) duly executed share transfer forms in favour of Crown USA together with all the issued share certificates representing the Xxxxxxxx Shares duly endorsed for transfer to Crown USA and any necessary documents reasonably required by Crown USA to enable it to stamp or otherwise register the transfer of the Xxxxxxxx Shares; (b) a certified true copy of the resolutions passed by the directors of Xxxxxxxx:
Sample 1
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The Vendor’s Closing Documents. At Closing, the Vendor and Xxxxxxxx, as applicable, shall deliver, or cause to be delivered, the following to Crown USA: (a) duly executed share transfer forms in favour of Crown USA together with all the issued share certificates representing the Xxxxxxxx Shares duly endorsed for transfer to Crown USA and any necessary documents reasonably required by Crown USA to enable it to stamp or otherwise register the transfer of the Xxxxxxxx Shares; (b) a certified true copy of the resolutions passed by the directors of Xxxxxxxx: (i) authorizing the execution and delivery by Xxxxxxxx of this Agreement and all documents required to be executed and delivered by Xxxxxxxx pursuant to this Agreement, and the consummation of the transactions contemplated thereby; (ii) approving the transfer of the Xxxxxxxx Shares to Crown USA; (iii) approving the cancellation of the old share certificate issued in the name of the Vendor representing the Xxxxxxxx Shares and the issue of a new share certificate in respect of the Xxxxxxxx Shares in favour of Crown USA; and (iv) approving the entry into the register of shareholders of Xxxxxxxx, the name of Crown USA as the sole legal and beneficial owner of the Xxxxxxxx Shares and the making of other entries into other corporate records of Xxxxxxxx as may be necessary; (c) a certified true copy of the resolutions passed by the directors of the Vendor authorizing the execution and delivery by the Vendor of this Agreement and all documents required to be executed and delivered by the Vendor pursuant to this Agreement, and the consummation of the transactions contemplated thereby; (d) a certified true copy of the resolutions passed by the shareholder of the Vendor authorizing the execution and delivery by the Vendor of this Agreement and all documents required to be executed and delivered by the Vendor pursuant to this Agreement, and the consummation of the transactions contemplated thereby; (e) certificates of the Vendor and Xxxxxxxx as specified in Sections 8.1(a) and (b) hereof as to the accuracy, as of the Closing Date, of the representations and warranties of the Vendor and Xxxxxxxx and the performance of the covenants to be performed at or before Closing; (f) the minute books of Xxxxxxxx and the Subsidiaries; and (g) all other documents and assurances as reasonably requested by Crown USA to effectively complete the Transaction.
Sample 1
The Vendor’s Closing Documents. At the Closing, the Vendors will tender to Purchaser: (a) Certified copies of resolutions of the directors of Fresh in a form satisfactory to Purchaser, acting reasonably, authorizing: (i) the execution and delivery of this Agreement; (ii) the transfer of the Fresh Shares to, and registration of the Fresh Shares in the name of, Purchaser, and issue of new share certificates representing the Fresh Shares in the name of Purchaser. (b) Share certificates issued in the name of Estate representing the Fresh Shares; (c) A certified copy of the register of members of Fresh showing Purchaser as the registered owner of the Fresh Shares; (d) A certificate executed by each of the Vendors certifying that Purchaser’ conditions have been satisfied; (e) All corporate records and books of account of Fresh including minute books, share registers and annual reports, and a certificate of good standing; and (f) Every common seal of Fresh.
Sample 1
The Vendor’s Closing Documents. At the Closing, the Vendors will tender to Purchaser: (a) Certified copies of resolutions of the directors of Estate in a form satisfactory to Purchaser, acting reasonably, authorizing: (i) the execution and delivery of this Agreement; (ii) the transfer of the Estate Shares to, and registration of the Estate Shares in the name of, Purchaser, and issue of new share certificates representing the Estate Shares in the name of Purchaser. (b) Share certificates issued in the name of the Vendors representing the Estate Shares duly endorsed for transfer to Purchaser; (c) Share certificates registered in the name of Purchaser, representing the Estate Shares; (d) A certified copy of the register of members of Estate showing Purchaser as the registered owner of the Estate Shares; (e) A certificate executed by each of the Vendors certifying that Purchaser’ conditions have been satisfied; (f) All corporate records and books of account of Estate including minute books, share registers and annual reports, and a certificate of good standing; (g) Every common seal of Estate; and (h) The shares of DTS8 in the name of Estate.
Sample 1
The Vendor’s Closing Documents. At the Closing, the Vendor will tender to Purchaser: (a) Certified copies of resolutions of the directors of Vendor in a form satisfactory to Purchasers, acting reasonably, authorizing: (i) the execution and delivery of this Agreement; (ii) the transfer of the Fresh Shares to, and registration of the Fresh Shares in the name of, Purchasers or their assignees, and issue of new share certificates representing the Fresh Shares in the name of Purchasers or their Assignees. (b) Share certificates registered in the name of Purchasers or their assignees, representing the Fresh Shares; (c) A certified copy of the register of members of Fresh showing Purchasers or their assignees as the registered owner of the Fresh Shares; (d) A promissory note to Fresh in the amount of $14,691.74 payable on or before October 31, 2012 duly executed by Vendor; (e) A certificate executed by the Vendor certifying that Purchasers conditions have been satisfied; (f) All corporate records and books of account of Fresh including minute books, share registers and annual reports;
Sample 1
The Vendor’s Closing Documents. At the Closing, the Vendor will deliver the following to the Purchaser: (a) a detailed accounting of the Players Funds at the time of Closing; (b) all deeds, bills of sale, transfers and assignments which are necessary to assign or transfer the Assets or the Vendor’s interest in the Assets to the Purchaser as contemplated by this Agreement in such form as the Purchaser may reasonably require including without limitation the copies of documents necessary to effect the transfer of the shares in the capital of each of Action UK, Action Antigua and Action Poker Costa Rica to the Purchaser; (c) the resignation and nomination of the directors and officers as contemplated by this Agreement, and all other documents to effect the changes of name contemplated by this Agreement will have taken or will take place; (d) copy of a resolution of the directors of the Vendor approving the sale of the Assets and the Business as contemplated by this Agreement and the execution and delivery of this Agreement and all documents required to be executed by the Vendor pursuant to this Agreement or to effect the transactions contemplated by this Agreement; (e) copy of the letter from the Exchange accepting for filing the sale of the Assets and the Business by the Vendor; (f) a certificate dated the Closing Date of an authorized officer of the Vendor certifying that, to the best of the officer’s knowledge the representations and warranties made by the Vendor in this Agreement are true and correct in all material respects as at the Closing and that all covenants and agreements to be observed or performed by the Vendor on or before the Closing pursuant to the terms of this Agreement have been duly observed and performed in all material respects, with particulars of any applicable exceptions; (g) a copy of the Source Code of the Software; (h) full access to the Software and Hardware including usernames, passwords and remote log in details needed to operate and modify the Software and the Network; (i) copies of all banking documents for all accounts used for the Business; (j) the Books and Records; (k) assignments by the Vendor or its subsidiaries, as applicable of its or their interests under the Material Contracts as defined in Subsection 3.1.7, if applicable, executed by the Vendor or its subsidiaries; and (l) any other documents reasonably required by the Purchaser to effect the transactions contemplated by this Agreement.
Sample 1
The Vendor’s Closing Documents. At Closing, the Vendor shall deliver the following to the Purchaser all executed deeds, bills of sale, conveyances, transfers, assignments, instruments and other documents which are necessary to assign, sell and transfer the Property as contemplated by this Agreement, in such form and content as the Purchaser may require, acting reasonably;
Sample 1
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Related to The Vendor’s Closing Documents

  • Seller’s Closing Documents At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Closing Documents The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller; (ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A certificate of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (v) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (vii) A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller; (viii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading; (ix) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (x) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof; (xi) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

  • Other Closing Documents Buyer shall have received such other duly executed certificates, instruments and documents in confirmation of the representations and warranties of the Company or the Members or in furtherance of the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Delivery of Closing Documents Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

  • Bidding Documents The Construction Documents, the Invitation to Bid, the Instructions to Bidders, the Bid Form, and all Addenda, upon which the Bidder submits a Bid.

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

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