XXXXXXXX' DELIVERIES Sample Clauses

XXXXXXXX' DELIVERIES. Xxxxxxxx shall have delivered to or for the benefit of Brandywine OP, on or before the Closing Date, all of the documents and other information required of Xxxxxxxx pursuant to SECTIONS 7.2 AND 7.4 hereof.
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XXXXXXXX' DELIVERIES. At or prior to the Closing, Xxxxxxxx shall deliver or cause to be delivered to Tandy the following documents (the “Xxxxxxxx Closing Documents”): (A) an Assignment and Assumption of Orders Agreement in the form attached as Exhibit A hereto (the “Assignment of Orders”) executed by Xxxxxxxx conveying all rights in and to the Assigned Orders (including a schedule thereto listing each of the Assigned Orders); (B) an Assignment of Trademarks and Assignment of Copyrights in the forms attached as Exhibit B-1 and Exhibit B-2, respectively (the “Intellectual Property Assignments”) executed by Xxxxxxxx conveying to Tandy the Acquired Intellectual Property; (C) a Xxxx of Sale in the form attached as Exhibit C (including a schedule thereto) (the “Xxxx of Sale” and together with the Assignment of Orders and the Intellectual Property Assignments the “Conveyance Agreements”) executed by Xxxxxxxx conveying the Acquired Inventory and such Acquired Inventory shall be made available at Xxxxxxxx’ facilities to Tandy for shipping to a location Tandy designates as of the Closing at Tandy’s sole cost, expense and risk of loss; (D) at Xxxxxxxx’ option, a Manufacturing and Supply Agreement in a mutually agreeable form which, prior to the Closing, would be attached as Exhibit D (the “Manufacturing and Supply Agreement”) executed by Xxxxxxxx pursuant to which Tandy agrees to manufacture at the Xxxxxxxx Mexico Facility and sell to Xxxxxxxx the belt and leather accessories products which it orders for sale pursuant to the Wrangler Licenses; (E) a Parent Guaranty in the form attached as Exhibit E (to be executed by Phoenix Footwear Group, Inc. pursuant to which such guarantor guarantees the obligations of Xxxxxxxx under this Agreement and the Xxxxxxxx’ Closing Documents on the terms and conditions therein); (F) the books, lists and papers described in Section 2.1(a)(v); (G) the Preliminary Inventory Certificate for the calculation of the Acquired Inventory Price contemplated under Section 3.1(c); (H) a UCC-11 search showing no security interests recorded against the Acquired Assets, except for Xxxxx Fargo together with UCC-3 releases and an instrument signed by Xxxxx Fargo pursuant to which it releases its security interest in the Acquired Assets, including the Acquired Intellectual Property Rights; (I) a certificate executed by Xxxxxxxx’ secretary certifying to the resolutions necessary to authorize Xxxxxxxx’ execution and delivery of this Agreement, the Conveyance Agreements, the Manu...
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XXXXXXXX' DELIVERIES. At the Closing, Xxxxxxxx or PPL, as applicable, shall deliver to Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn on behalf of Xxxxxxxx or PPL, as applicable, and shall be dated as of the Closing Date: (a) The certificate required by SECTION 5.1(b) hereof. (b) The Assignment of Partnership Interests.
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XXXXXXXX' DELIVERIES. At the Closing, Langtry shall deliver the following: (i) Langtry shall deliver or cause to be delivered a duly signed and acknowledged Assignment of Overriding Royalty Interest in the form attached hereto as Exhibit “B”; (ii) Langtry shall deliver a duly signed Subscription and Common Stock Purchase Agreement in the form attached hereto as Exhibit “C”; and (iii) Langtry shall deliver a duly signed Subscription and Convertible Preferred Stock Purchase Agreement in the form attached hereto as Exhibit D.
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XXXXXXXX' DELIVERIES. At the Closing Xxxxxxxx shall deliver to the Escrow Agent all of the following instruments, each of which shall have been duly executed and shall be dated as of the Closing Date. (a) The Partnership Assignment and Assumption Agreement. (b) The Management Agreement Assignment and Assumption Agreement. (c) The executed Fourteenth Amendment. (d) A certificate representing the Special Units. (e) The Amended and Restated Tysons Partnership Agreement, together with an amended name change certificate. (f) The Replacement Exchange Agreement.
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XXXXXXXX' DELIVERIES. At the Closing, Xxxxxxxx shall deliver, or cause to be delivered, the following: (i) to Chevron, the certificate required to be delivered by Xxxxxxxx pursuant to Section 7.2(a)(iii); (ii) to the Company, bills of sale, bargain and sale deeds, assignments and other instruments of transfer, and documents as shall be appropriate to effectively convey and transfer P Chem to the Company and to put the Company in operational control of P Chem or for aiding, assisting, collecting and reducing to possession the assets of P Chem and exercising rights with respect thereto; and (iii) to Chevron and the Company, the Amended LLC Agreement, executed by the Xxxxxxxx Member Affiliates.
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XXXXXXXX' DELIVERIES. At the Closing, Xxxxxxxx shall deliver to Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn on behalf of Xxxxxxxx and shall be dated as of the Closing Date: (a) The certificate required by Section 5.1(b) hereof. (b) The Deed. (c) The Assignment and Assumption Agreement. (d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy subject only to the Permitted Title Exceptions and to eliminate such standard exceptions and to issue the endorsements thereto which are customarily required by institutional investors purchasing property comparable to the Property. (e) An updated Title Commitment issued by the Title Company, dated as of the date and time of Closing, subject only to the Permitted Title Exceptions. (f) The FIRPTA Certificate. (g) All original Warranties and Guaranties, if any, in Xxxxxxxx' possession or reasonably available to Xxxxxxxx. (h) Executed originals or copies of all Authorizations as required hereunder and any other documents or instruments affecting the Property or the development, ownership and operation thereof. (i) All current real estate and personal property tax bills in Xxxxxxxx' possession or under its control. (j) All books, records, operating reports, appraisal reports, files and other materials in Xxxxxxxx' possession or control which are necessary in Brandywine OP's reasonable discretion to maintain continuity of operation of the Property. Brandywine OP covenants to permit Xxxxxxxx to photocopy any of the matters described in this Subparagraph 7.2(k) for a period of three (3) years following the Closing Date, which covenant of Brandywine OP shall survive for such three (3) year period. (k) Written notice executed by Xxxxxxxx notifying all interested parties that the Property has been conveyed to Brandywine OP effective as of the Closing Date and directing that all inquiries and the like be forwarded to Brandywine OP at the address to be provided by Brandywine OP (or as otherwise directed by Brandywine OP). (l) A current UCC Report showing no financing statements by Xxxxxxxx as Debtor covering the Property. (m) Possession of the Property subject only to the Permitted Title Exceptions. (n) Certified copies of a incumbency certificate and resolutions authorizing the execution by Xxxxxxxx of this Agreement and all documents to be executed by Xxxxxxxx on the Closing Date. (o) Esto...
Sample 1
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XXXXXXXX' DELIVERIES. At the Closing, Xxxxxxxx shall deliver to Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn on behalf of Xxxxxxxx and shall be dated as of the Closing Date: (a) The certificate required by SECTION 5.1(b) hereof.
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XXXXXXXX' DELIVERIES. (a) At the Closing, Xxxxxxxx shall deliver to Escrow Agent for disbursement to the intended recipients, or directly to the Unit Recipients in the case of Units, the portion of the Contribution Value described in Section ------- 2.2 hereof. --- (b) At the Closing, Xxxxxxxx shall deliver to Contributors the Assignment and Assumption Agreement and the Assignment of Leases, duly executed by Xxxxxxxx. (c) At the Closing, Xxxxxxxx shall deliver to Contributors (i) all other documents and instruments referred to in this Agreement as are required to be delivered by it, (ii) any other document or instrument reasonably requested by Contributors in connection with the transactions contemplated hereby, and (iii) an opinion from Xxxxxxxx' counsel stating that Xxxxxxxx has duly authorized, executed and delivered to Partnerships this Agreement and all of the documents to be delivered by Xxxxxxxx hereunder. (d) At Closing, Xxxxxxxx shall cause to be executed and delivered to Messrs. Xxxxxxxxxxx, Xxxxx and Xxxxxxxx employment contracts with Xxxxxxxx.
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Related to XXXXXXXX' DELIVERIES

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • PRODUCT DELIVERY Delivery must be made as ordered to the address specified on the Purchase Order and in accordance with the terms of the Contract or Contract Award Notice. Unless otherwise specified in the Bid Documents, delivery shall be made within thirty calendar days after receipt of a Purchase Order by the Contractor. The decision of the Commissioner as to compliance with delivery terms shall be final. The burden of proof for delay in receipt of Purchase Order shall rest with the Contractor. In all instances of a potential or actual delay in delivery, the Contractor shall immediately notify the Commissioner and the Authorized User, and confirm in writing the explanation of the delay, and take appropriate action to avoid any subsequent late deliveries. Any extension of time for delivery must be requested in writing by the Contractor and approved in writing by the Authorized User. Failure to meet such delivery time schedule may be grounds for cancellation of the order or, in the Commissioner’s discretion, the Contract.

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, all of the Insider Letters and the Subscription Agreement.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Deliveries The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated as of the date of this Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

  • Closing and Deliveries 10 4.1 Closing.......................................................................................10

  • Receipt of Closing Deliveries The Company shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(a).

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