Closing Date Deliveries Clause Samples
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Closing Date Deliveries. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including ...
Closing Date Deliveries. On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.
Closing Date Deliveries. On the Closing Date, the Company shall have delivered to the Underwriter an executed copy of the Underwriter’s Warrant Agreement.
Closing Date Deliveries. On the Closing Date, the Company shall have delivered to the Representative an executed copy of the Warrant Agreement and the Representative’s Warrant Agreement.
Closing Date Deliveries. On the Closing Date, the Company shall have delivered to the Representative and its designees the Representative’s Common Stock.
Closing Date Deliveries. On the Closing Date, the Company shall have delivered to I-Bankers and its designees evidence of the issuance of the Representative’s Shares.
Closing Date Deliveries. On the Closing Date, the Company shall deliver to Maxim book-entry confirmation representing the Issuance Shares.
Closing Date Deliveries. On the Closing Date, the Company shall deliver to the Representative, or its designees, book-entry confirmation representing the Representative Shares.
Closing Date Deliveries. On the Closing Date, the Company shall have delivered to the Underwriters the Firm Shares, and on the Option Closing Date, if any, the Company shall have delivered to the Underwriters the Option Shares.
Closing Date Deliveries. At the Closing:
(a) Sellers shall deliver to Buyer the original stock certificates representing the Velt▇▇ ▇▇▇. shares and the NAPT Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer, and Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll deliver to Buyer, or Buyer's designees listed on Schedule 2.2
(a) attached hereto ( the "Designees"), the original stock certificates representing the Velt▇▇ ▇▇▇dings Shares, together with the appropriate assignments of stock separate from certificate duly endorsed for transfer;
(b) Buyer shall pay the NAPT Share Purchase Price to Sellers (in accordance with the NAPT Share Purchase Price allocation under Section 1.5 hereof), Buyer (or the Designees) shall pay the Velt▇▇ ▇▇▇dings Share Purchase Price to Mich▇▇▇ ▇▇▇▇▇▇, ▇▇d Buyer shall pay the Cash Payment to Mich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ the Escrowed Amount into escrow as provided in Section 1.3 hereof;
(c) Buyer and Sellers shall receive from each other executed copies of the following agreements:
(i) Agreement Not to Compete and Confidentiality Agreement among the Sellers and Buyer in the form attached hereto as Exhibit B; and
(ii) Employment Agreement among Mich▇▇▇ ▇▇▇▇▇▇, ▇▇lt▇▇ ▇▇▇dings and Buyer in the form attached hereto as Exhibit C (the "Employment Agreement");
(d) Buyer shall receive from Sellers the original minute books and stock ledgers of each Velt▇▇ ▇▇▇up Member.
(e) Buyer shall receive from Sellers an opinion of Kerr, ▇▇▇▇▇▇▇ & Webe▇, ▇.L.C., counsel for Sellers and the Velt▇▇ ▇▇▇up, with respect to the matters set forth on Schedule 2.2(e)(i) attached hereto and an opinion of Bartlet & Richardes, Canadian counsel