Seller Closing Deliverables definition

Seller Closing Deliverables shall have the meaning ascribed to such term in Section 2.7.

Seller Closing Deliverables has the meaning set forth in Section 4.5.1 hereof.

Seller Closing Deliverables has the meaning set forth in Section 1.9(c).

Examples of Seller Closing Deliverables in a sentence

• CLOSING; PURCHASE PRICE; PAYMENT OF SUBSTANTIAL COMPLETION PAYMENT AMOUNT AND PUNCHLIST HOLDBACK AMOUNT 117 Section 17.1. Closing 117 Section 17.2. Seller Closing Deliverables 117 Section 17.3. Buyer Closing Deliverables 118 Section 17.4. Purchase Price 119 Section 17.5. Proratable Tax Items 119 Section 17.6. Other Purchase Price Adjustments 119 Section 17.7. Procedures for Closing and Post-Closing Adjustments.

• The execution and delivery of this Agreement, the Lease and other Transaction Documents and Seller Closing Deliverables by Seller and the consummation of the Transactions contemplated hereby and thereby have been duly authorized by all necessary company and statutory action on the part of Seller.

• Subject to the terms and conditions of this Framework Agreement, the transactions contemplated in this Framework Agreement to occur concurrently with the execution hereof (other than the entry into any Confirmations) will take place at a closing (the “ Closing ”) to be held on the Effective Date at a mutually agreeable location or by the exchange of electronic documentation.3.2 Seller Closing Deliverables .

• Buyer and its counsel shall have received copies executed by Seller of the Transaction Documents and all other of the Seller Closing Deliverables specified in Section 2.02.

• Each of the Seller Closing Deliverables, including the Agreement and the Lease, when duly executed and delivered by Seller and the other Parties thereto, will constitute the legal, valid and binding obligation of Seller enforceable in accordance with its respective terms, subject to applicable Exceptions.

More Definitions of Seller Closing Deliverables

Seller Closing Deliverables means (i) the Bill of Sale, the Assignment and Assumption Agreement, the Patent Assignment, the Trademark Assignment, the Copyright Assignment, and the certificates and instruments required to be executed and delivered by Seller at the Closing

Seller Closing Deliverables means (i) the Lease executed by Tenant, (ii) the ROW Assignments executed by Seller and, as applicable, with its signature acknowledged, (iii) the Assignment and Xxxx of Sale executed by Seller and with its signature acknowledged, (iv) the Non-Foreign Affidavit executed by Seller, (v) the Tenant Lease Guaranty executed by EXXI Parent, (vi) the Escrow Agreement executed by Seller, (vii) the Multi-Platform Access Agreement, executed by Energy XXI GOM, LLC and with its signature acknowledged, (viii) the Heliport License executed by Energy XXI GOM, LLC and with its signature acknowledged, (ix) Form BOEM-1025 executed by Seller, (x) the Limited Title Opinion executed by Xxxxxx, Xxxxxxx & Xxxxxxxxx L.L.C., (xi) the Mortgage Release executed by Seller, (xii) the Protective Mortgage (as defined in the Lease) executed by Seller and Tenant and with their signatures acknowledged, and the Protective UCCs (as defined in the Lease), (xiii) the OSFR Agreement executed by Seller, (xiv) the Mortgage Releases executed by the Person granting the releases and with their signatures acknowledged, (xv) the UCC Termination Statements, (xvi) a boundary survey of the Land and the Right of Use Agreements set forth on Exhibit G as Items 1 and 2, (xvii) the Buyer Servitude Agreement, executed by Energy XXI GOM, LLC or its Affiliate, and with its signature acknowledged, (xviii) the EXXI Servitude Agreement, executed by Energy XXI GOM, LLC or its Affiliate, and with its signature acknowledged, (xix) the Water Supply Agreement, executed by Energy XXI GOM, LLC or its Affiliate, (xx) the Gas Supply Agreement, executed by Energy XXI GOM, LLC or its Affiliate, (xxi) the Designation and Reimbursement Agreement, executed by Seller, and (xxii) the Notice of Lease (as defined in the Lease) executed by Tenant and with its signature acknowledged.

Seller Closing Deliverables has the meaning set forth in Section 1.7(b). “Seller Indemnified Parties” has the meaning set forth in Section 7.2(b).

Seller Closing Deliverables has the meaning set forth in Section 2(f) below.

Seller Closing Deliverables means (i) the Xxxx of Sale, the Assignment and Assumption Agreement, the Patent Assignment, the Trademark Assignment, the Copyright Assignment, and the certificates and instruments required to be executed and delivered by Seller at the Closing [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. pursuant to Section 1.1 or to satisfy the conditions to Purchaser’s obligations set forth in Article 6, in each case duly and validly executed by or on behalf of Seller; (ii) the consents required by Section 6.3(d), (iii) the legal opinions required by Section 6.3(f); (iv) the Ancillary Agreements required to be delivered by Seller to Purchaser at the Closing (if any) pursuant to Section 6.3(g) and not theretofore executed and delivered by Seller; and (v) such other instruments of title and transfer and such other documents as Purchaser may reasonably request. “Seller Disclosure Schedule” has the meaning ascribed to it in the forepart of Article 2.

Seller Closing Deliverables means (i) the Xxxx of Sale, the Assignment and Assumption Agreement, the Patent Assignment, the Trademark Assignment, the Copyright Assignment, and the certificates and instruments required to be executed and delivered by Seller at the Closing pursuant to Section 1.1 or to satisfy the conditions to Purchaser’s obligations set forth in Article 6, in each case duly and validly executed by or on behalf of Seller; (ii) the consents required by Section 6.3(d), (iii) the legal opinions required by Section 6.3(f); (iv) the Ancillary Agreements required to be delivered by Seller to Purchaser at the Closing (if any) pursuant to Section 6.3(g) and not theretofore executed and delivered by Seller; and (v) such other instruments of title and transfer and such other documents as Purchaser may reasonably request. “Seller Disclosure Schedule” has the meaning ascribed to it in the forepart of Article 2.

Seller Closing Deliverables shall have the meaning ascribed to such term in Section 2.7. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.