Seller Closing Deliveries definition

Seller Closing Deliveries has the meaning set forth in Section 10.3.1.
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Seller Closing Deliveries shall have the meaning set forth in Section 3.2.
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Seller Closing Deliveries has the meaning set forth in Section 10.3.1. “Seller Closing Documents” has the meaning set forth in Section 7.1.2. “Seller Cure Period” has the meaning set forth in Section 13.2. “Seller Default” has the meaning set forth in Section 13.1. “Seller Due Diligence Materials” has the meaning set forth in Section 4.1.3(a). “Seller Indemnitees” means Seller, Radisson, the Existing Manager, Guarantor and their respective Affiliates, and each of their respective shareholders (other than with respect to any public company), members, partners, trustees, beneficiaries, directors, officers and employees, and the successors, permitted assigns, heirs and devisees of each of the foregoing. “Seller’s New Title and Survey Election Period” has the meaning set forth in Section 5.3.3. “Seller’s Possession” means in the physical possession of any officer or employee of Seller who has primary responsibility for the oversight of the Property on behalf of the Seller; provided, however, that any reference in this Agreement to Seller’s Possession of any documents or materials expressly excludes the possession of any such documents or materials that (i) are legally privileged 8 AUS-6206654-10 6055890/60 or constitute attorney work product, (ii) are subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure by Seller, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Seller. “Seller’s Possession” expressly excludes materials held by Radisson or Radisson Entities that have not been provided to Seller. “Starbucks” means Starbucks Corporation, a Washington corporation. “Starbucks License Agreement” means that certain Master Licensing Agreement dated August 17, 2015 by and between Starbucks and Seller. “Supplies” has the meaning set forth in Section 2.1.4. “Survey” has the meaning set forth in Section 5.2. “Survival Period” has the meaning set forth in Section 15.1.1. “Tax Free Exchange” has the meaning set forth in Section 3.5. “Taxes” means any federal, state, county, city, local or foreign, real property, personal property, sales, use, room, occupancy, ad valorem or similar taxes, assessments, levies, charges or fees imposed by any Governmental Authority on Seller with respect to the Property or the Business, including, without limitation, any interest, penalty or fine with respect thereto, but expressly excluding any (i) federal, state, ...
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Examples of Seller Closing Deliveries in a sentence

  • All of the Seller Closing Deliveries shall have been delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow to be delivered to Purchaser at Closing.

  • All of the Seller Closing Deliveries, as set forth in Section 8.3.1 hereof, shall have been delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow to be delivered to Purchaser at Closing.

  • Each of the Seller Closing Deliveries requiring the consent of or execution by third parties shall have been obtained and any such instrument shall have been duly executed by any such Person, and notarized, if required, and delivered into escrow with the Title Company for Closing.

  • Each Seller shall have delivered at or prior to the Closing to Open Lending or its designee such Seller’s Seller Closing Deliveries.

  • Operating Tenant joins in the execution of this Agreement for the sole purpose of conveying any Personal Property owned by Operating Tenant with respect to the Hotel pursuant to the Seller Closing Deliveries to be executed and delivered by Operating Tenant pursuant to Section 10.3.1.

  • The Seller Closing Deliveries shall have been made for purposes of the Closing.

  • At Closing, Seller shall make the Seller Closing Deliveries described in Section 7 below and Purchaser shall make the Purchaser Closing Deliveries described Section 8 below.

  • Buyer Closing Payments: The Purchase Price in Current Funds, and to the extent payable at Closing, any Taxes that Buyer is required to pay as a result of Closing under Section 7.3 of this Agreement, any recording fees or costs to record the Recorded Documents in the Real Estate Records or to file with BLM the BLM Assignment to Buyer.Closing Deliveries: The Seller Closing Deliveries and the Buyer Closing Deliveries.

  • Seller shall have delivered all Seller Closing Deliveries as required pursuant by Section 9.2(a), unless such failure is due to a permitted termination of this Agreement or a Purchaser breach or default.

  • At Close of Escrow Holder shall (i) direct the Title Company to issue a Title Policy to Buyer; (ii) deliver to Buyer conformed copies of the Warranty Deed, originals of the other Seller Closing Deliveries and Buyer’s closing statement; and (iii) deliver to Seller conformed copies of the Warranty Deed, originals of the Buyer Closing Deliveries and Seller’s closing statement.


More Definitions of Seller Closing Deliveries

Seller Closing Deliveries has the meaning set forth in Section X.C.1.
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Seller Closing Deliveries means the following: (a) duly executed stock transfer power, transferring the Shares; (b) all books and records of the Company and its Subsidiaries in possession of Seller (it being understood and agreed that delivery of such books and records to the Company’s and its Subsidiaries’ principal place(s) of business shall be sufficient delivery); (c) complete copies of: (i) the charter documents of the Company and its Subsidiaries as certified by the appropriate Governmental Authority of each such Person’s jurisdiction of formation, organization or incorporation, dated as of not more than five (5) Business Days prior to the Closing Date, (ii) the operating agreement, bylaws or similar governing documents of the Company and its Subsidiaries, (iii) resolutions of the equityholder(s), manager(s) and/or director(s) of the Company and its Subsidiaries (if necessary) approving the Contemplated Transactions, and (iv) the names and signatures of the Persons of the Company authorized to sign this Agreement and the other Ancillary Agreement to be delivered by the Company hereunder, in the case of each of the foregoing clauses (i) through (iv) as applicable, as certified by an officer of the Company;
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Seller Closing Deliveries means those Closing Deliveries delivered by Seller pursuant to Section 5.4, and any other Closing Deliveries required hereunder to be delivered by Seller, and the term “Buyer Closing Deliveries” shall mean those Closing Deliveries delivered by Buyer pursuant to the provisions of Section 5.5, or otherwise herein required to be delivered by Buyer at the Closing.
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Related to Seller Closing Deliveries

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Additional Closing has the meaning set forth in Section 2.3.

  • Closing has the meaning set forth in Section 2.2.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).