Documents to be Delivered by the Seller. On the 2024-A Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.
Documents to be Delivered by the Seller. On the 2016-A Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.
Documents to be Delivered by the Seller. On the Closing Date, the Seller shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by the Seller. On the 20[__]-[__] Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.
Documents to be Delivered by the Seller. At or prior to the Closing, the Seller shall deliver, or cause to be delivered, to the Escrow Agent the following:
(a) stock certificates representing the __________ Shares being sold hereunder, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(b) copies of all consents and waivers referred to in Section 7.1(g) hereof;
(c) written resignations of each of the officers and directors of the Company;
(d) certificate of good standing with respect to the Company issued by the Secretary of State of the State of incorporation, and for each state in which the Company is qualified to do business as a foreign corporation;
Documents to be Delivered by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, the following:
11.1.1 as it relates to the Direct Purchased Assets, the Xxx Xxxxx Purchaser One Assignment and Assumption Agreement, duly executed by Xxx Xxxxx;
11.1.2 as it relates to the Juarez Inventory, the El Paso Inventory, the Trade Accounts Receivable and Trade Accounts Payable and the Juarez Fixed Assets, the Xxx Xxxxx Auto Specialty Assignment and Assumption Agreement, duly executed by Xxx Xxxxx;
11.1.3 a deed in the form of Exhibit J for the transfer of the Xxxxx Rapids Real Property to Auto Specialty, duly executed by Xxx Xxxxx;
11.1.4 as it relates to Motores, (i) a copy of the resolutions of the partners meeting of Motores authorizing the transfer of the 99.999% Equity Participation from Xxx Xxxxx to Auto Specialty and authorizing the transfer of the 0.001% Equity Participation from Seller to Purchaser and evidencing the waiver by Seller of its right of first refusal provided in the bylaws of Motores and/or under applicable laws of Mexico; (ii) a certification issued by the sole director of Motores as of the Closing Date, in form and substance satisfactory to Purchaser, stating that the relevant minutes of the partners meeting referred to above have been properly recorded at the partners meeting minutes book of Motores and that the resolutions adopted in such meeting have not been amended, modified, revoked or rescinded and are in full force and effect on and as of the Closing Date; and (iii) a copy of the relevant notation in the partners registry book of Motores, certified by its sole director;
11.1.5 as it relates to the Auto Specialty Escrow Agent, a stock certificate representing the Xxx Xxxxx Auto Specialty Common Stock;
11.1.6 as it relates to TCH, stock certificates representing all of the TCH Shares, duly endorsed in blank by Tecumseh or accompanied by stock transfer powers;
11.1.7 a written release of all Liens on the TCH Shares, the 0.001% Equity Participation and all of the equity interests and the assets of TCH and each Subsidiary on which Liens have been placed;
11.1.8 a certificate of the Secretary, Assistant Secretary or other officer of Seller, dated the Closing Date, as to the resolutions duly and validly adopted by the board of directors such Seller evidencing its authorization of the execution, delivery and performance of this Agreement and such other documents as may be reasonably necessary to consummate the transactions contemplated by this Agreement;
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Documents to be Delivered by the Seller. On the 2014-B Closing Date, the Seller will deliver any other documents that the Depositor reasonably requests.
Documents to be Delivered by the Seller. At the Closing hereunder, the Sellers shall deliver to the Purchasers:
(a) Stock certificates representing all of the shares of Sellers' Stock to be purchased and sold hereunder, together with duly executed stock powers;
(b) A duly executed certificate in the form described in Section 6.3 above.
Documents to be Delivered by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following:
(a) A copy of the resolutions of the Seller's Board of Directors and minutes of the meeting of Seller's shareholders, certified by the Secretary of the Seller, authorizing the Seller's execution of this Agreement and performance of its obligations under this Agreement.
(b) A bill of sale in the form of that attached hereto, and other instruments of assignment, transfer, and conveyance, for all of the Assets to be conveyed by Seller to Buyer under Article I of this Agreement, executed by a duly authorized agent of the Seller and conveying title to the Assets listed on Exhibit A.
(c) An assignment of the Contracts and Waiver of any rights under the Divided Contracts.
(d) An Assignment of the trademarks and domain names listed in Section 1.3.
(e) An assignment or assignments of the copyrights and patent rights listed in Section 1.2(b).
Documents to be Delivered by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following:
(a) The Assignment and Assumption Agreement, duly executed;
(b) copies of all consents and waivers referred to in Section 7.1(g) hereof; and
(c) such other documents as the Purchaser shall reasonably request.
