Closing Deliverables to Buyer Sample Clauses

The "Closing Deliverables to Buyer" clause outlines the specific documents, items, or actions that the seller must provide to the buyer at the closing of a transaction. Typically, this includes items such as executed agreements, title documents, transfer certificates, or evidence of regulatory approvals, all of which are necessary to complete the sale and transfer ownership. By clearly listing these deliverables, the clause ensures that the buyer receives all required materials to assume ownership and operate the acquired asset or business, thereby reducing the risk of post-closing disputes and ensuring a smooth transition.
Closing Deliverables to Buyer. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer or any other Person designated by Buyer (unless the delivery is waived in writing by B▇▇▇▇), the following documents, in each case duly executed or otherwise in proper form:
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Closing Deliverables to Buyer. At the Closing, Seller shall deliver to Buyer the following: (i) Seller shall surrender to the Buyer, all right, title, and interest in and to the Shares held by Seller to be allocated to the Buyer pursuant to Schedule B. The Buyer shall have possession of the Company at the opening of business on the Closing Date. All Adjustments (defined in Section 1.3 (d) below) to the Purchase Price (defined in Section 1.3) and closing obligations and conditions shall be completed as of the Closing Date other than such adjustments contemplated to occur after the Closing Date; (ii) Buyer shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Seller, that the representations and warranties of Seller contained in Section 2 below shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iii) Buyer shall have received a certificate of the Secretary (or equivalent officer) of the Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect. (iv) All consents, authorizations, orders, and approvals listed on Schedule 2.2 of the Disclosure Schedules, if any, shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing. (v) the resignation of N▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as officer and director of the Company; (vi) Such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.
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Closing Deliverables to Buyer. The obligation of Buyer to consummate the Transaction shall be subject to the fulfillment by Seller at or before Closing of each of the following conditions (any or all of which may be waived in whole or in part by Buyer in its sole discretion): (i) Buyer shall have received, with respect to the (A) GeoPark Chile Shares and the GeoPark TdF Shares, the certificates representing such shares, duly endorsed by the Seller and instruments of transfer, duly executed by the Seller; (B) GeoPark Cooperative Interest, a written resolution of members of the GeoPark Cooperative, signed by the Seller in its capacity as a member, together with a private deed executed by the Seller, required under Dutch law to effect the transfer, duly executed by the Seller; and (C) Loan, a transfer instrument assigning the Loan to the Buyer duly signed by the Seller ((A), (B) and (C) together, the "Transfer Documentation"); (ii) The Buyer shall have received a certificate from Seller, dated as of the Signing Date, certifying to the effect that the conditions precedent specified in Sections 6.1(a), 6.1(b) and 6.1(c) are true and correct in all respects as of the Signing Date; (iii) The Buyer shall have received certified copies of resolutions of the Seller authorizing and approving the execution and delivery of the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated by the Transaction Documents; (iv) The Buyer shall have received duly signed irrevocable letters of resignation with effect from and subject to the Closing from each Person appointed by or on behalf of the Seller to the board of directors (or other equivalent governing body) of any of the Subsidiaries and from each other Person (if any) appointed by or on behalf of the Seller to any management or supervisory role at any of the Subsidiaries; and (v) The Buyer shall have received a current Certificate of Residence issued in respect of the Seller by the Korean Tax authorities, together with an executed sworn statement of the Seller in the form established by the Chilean Internal Revenue Service's Resolución No. 1 of January 6, 2016.
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Closing Deliverables to Buyer. Unless waived, in whole or in ----------------------------- part, in writing by Buyer, the obligations of Buyer hereunder are subject to receipt of the following deliverables at Closing:
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Closing Deliverables to Buyer. At the Closing, Seller shall deliver to Buyer the following: (i) At Closing Seller shall surrender to the Buyer, all right, title, and interest in and to the Shares held by Seller. The Buyers shall have possession of the Company as of the close of business on the Closing Date and at Closing Seller shall appoint Buyer, as the lawful attorney-in-fact of such Seller, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to effect the transfer of such Shares to the Buyer on the books and records of the Company. (ii) The Consulting Agreement duly executed by Parties (iii) The Note in amount of $67,360 duly executed by Company and Seller for repayment of all debts outstanding and owed to Seller. (iv) The resignation by ▇▇▇▇▇ ▇▇▇▇▇ as officer and director of the Company; (v) The appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇ as Officer and Director (vi) Such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.
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Closing Deliverables to Buyer. At the Closing the following actions will be taken and the following documents will be delivered to the Buyer:
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Related to Closing Deliverables to Buyer

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • Post-Closing Deliverables (a) Within ten (10) days of the Closing Date, Seller and/or Seller’s Affiliates shall give any notices required to be given under the Material Contracts in connection with the consummation of the Transaction and shall further provide to Purchaser at Closing with true and complete copies of such notices. From and following the date of this Agreement, Seller and the Company shall use commercially reasonable efforts to (i) obtain any consents or authorizations required under the terms of the Material Contracts in connection with the consummation of the Transaction and (ii) prepare the documents to be executed pursuant to Section 2.2(e) as required under the terms of the Material Contracts in connection with the consummation of the Transaction. If, as of Closing (i) any notice has not been given or any authorization or consent has not been obtained under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) or (ii) any conveyance or assignment documents required to vest title to all Owned Real Property and easements in the Company have not been executed prior to Closing, in each case other quitclaim deeds with respect to Owned Office Properties as specifically required to be delivered at Closing in accordance with Section 2.2(e), notwithstanding anything in this Agreement to the contrary, such failure shall not give rise to any right to indemnification under Article IX. (b) Seller shall (i) for twelve (12) months following the Closing Date, use commercially reasonable efforts to, as and when requested by Purchaser, give any notice that has not been given or obtain any authorization or consent that has not been obtained prior to the Closing that is required under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) and (ii) as soon as practicable following Closing (but no more than 90 days following Closing), deliver to Purchaser an accurate list and description of all Owned Real Property and execute and deliver to Purchaser all real estate conveyance documents required to vest title to all Owned Real Property and easements in the Company (to the extent not previously delivered at Closing). Following Closing, until such required notices are given or such required consents are obtained or such documents are executed, Seller agrees to enter into a commercially reasonable alternative arrangement to provide (and cause its Affiliates to provide, as applicable), the Company and Purchaser’s Affiliates with the benefits (e.g., in respect of any applicable Sign Location Lease, the right to operate the Structures on the property covered thereby) to which such notice or consent relates, including by enforcing at the written request of Purchaser (and at Purchaser’s sole cost and expense) any of the rights under such Contract (including the right of termination); and to the extent the Company (or Purchaser’s Affiliate) receives such benefits (or Seller enforces any rights under such Contract at Purchaser’s written request), Purchaser shall be responsible for the performance of the Seller’s obligations thereunder, at Purchaser’s sole cost and expense, acting in good faith and in the ordinary course of business. If within the twelve (12) month period following the Closing Date (aa) either Party (or their Affiliates) receives written notice from a landowner or counterparty (or counsel for the landowner or counterparty) purporting to terminate a particular Sign Location Lease which is a Material Contract or a Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (bb) any such landlord or counterparty files suit (or initiates arbitration, if applicable) against either Party (or their respective Affiliates) seeking termination of the applicable Sign Location Lease or Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (cc) any such landowner or counterparty requires payment of a material sum or some other material concession from the Company in exchange for any such required consent (and in the case of a demand for a material sum of money, where Seller elects to not pay such amount upon request of the Company), then in each such instance, the Company or Purchaser may within ten days following the expiration of such twelve month period (or such later period as provided below) by written notice to Seller either (i) elect to relinquish all of its right, title and interest in and to such Sign Location Lease or Bus Transit Contract, as applicable (and any Assets solely related thereto), to Seller, in which case the Purchaser shall be entitled to a payment from Seller in an amount equal to that portion of the Purchase Price allocable to such item or asset, which shall be based on a multiple equal to the product of 7.1 times net revenues less site lease expense for calendar year 2014; or (ii) elect to retain such rights over the item or asset, in which case there would be no such payment to the Company or Purchaser, as applicable; provided, however, that (x) Purchaser shall upon request by Seller, assist and cooperate with Seller in effecting the commercially reasonable alternative arrangement referred to above and in obtaining the applicable required consent, and (y) before Purchaser shall have the right to exercise its rights under subpart (i) above, Seller shall have the right (at Seller’s sole cost) to defend any such action by a landlord or counterparty and/or to negotiate a settlement and/or cure any alleged breach of the applicable lease or Bus Transit Contract and so long as Seller is diligently doing so, Seller shall have until the expiration of the following periods to cure or settle such matter (i) if Purchaser is still permitted to operate at such location during the pendency of such matter, until such matter is finally adjudicated or (ii) if Purchaser is not permitted to operate at such location during the pendency of such matter and Seller elects not to replace the lost net cash flow at such location during the pendency of such matter, a two (2) month period from the date Purchaser is first not able to operate at such location (provided, further, that, in the case of both (i) and (ii) above, if Purchaser in good faith determines that the Company or Purchaser’s applicable Affiliate could reasonably be expected to be subject to liability to such landlord or counterparty by continuing to operate such asset, Purchaser may require that Seller confirm in writing to Purchaser Seller’s duty to defend and indemnify Purchaser with respect thereto, including but not limited to damages for trespass, where applicable). Purchaser acknowledges that failure to timely notify Seller of such an election in accordance with the foregoing shall be deemed an acceptance by Purchaser of such Sign Location Lease or Bus Transit Contract, as applicable and related Assets and a relinquishment of any right to payment from Seller. For the avoidance of doubt, any amounts that may become due to Purchaser (or the Company) under this paragraph shall not be subject to the limitations set forth in Section 9.2(c). (c) As soon as practicable following the Closing (but no later than 90 days following Closing), Seller shall deliver to Purchaser Outdoor Advertising Permit transfer documents as are required to validly and fully transfer and assign all such Permits to the Company (or Purchaser’s designated Affiliate).