Deliverables by Buyer Sample Clauses

Deliverables by Buyer. Upon the terms and subject to the conditions set forth in this Article 4, on or before the Closing Date, Buyer shall deliver, or shall cause to be delivered to Seller, the following:
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Deliverables by Buyer. Subject to fulfillment or waiver of the conditions set forth in Section 8, at or prior to the Closing, the Buyer will deliver (or cause to be delivered) to the Sellers Representative originals, or copies if specified, of the following agreements, documents and other items: (i) such bills of sale, endorsements, assignments, assumptions, and other documents as may be necessary or appropriate to assign, convey, transfer and deliver to the Buyer or the Buyer’s assignees good and valid title to the Purchased Assets free of any Encumbrances other than those imposed by the Buyer, including, without limitation, Intellectual Property Assignments, lease assignments and local transfer documents in the forms attached as Exhibit F (the “Transfer Documents”) properly executed (if necessary) by the Buyer; (ii) the Closing Purchase Price by wire transfer of immediately available funds to the accounts of the Sellers designated by the Sellers Representative at least five (5) Business Days prior to Closing in accordance with the Allocation; (iii) the Stock Consideration or, at the Buyer’s option, €800,000 in cash in lieu thereof to such accounts as may be designated by ▇▇. ▇▇▇▇▇ at least five (5) Business Days prior to Closing; (iv) the Buyer will repay, or cause to be repaid, on behalf of the Sellers and their respective subsidiaries, all amounts necessary to discharge fully the then‑outstanding balance of all Indebtedness identified on Schedule 1.11(b)(iv) by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness; (v) the Transition Services Agreement executed by the Buyer; (vi) the Escrow Agreement executed by the Buyer and the Escrow Agent; (vii) the Adjustment Escrow Amount to the Escrow Agent for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”); (viii) the Indemnification Escrow Amount to the Escrow Agent for deposit into the Escrow Account; (ix) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Buyer approving the Transactions and that all such resolutions are in full force and effect; and (x) a certificate signed by an officer of the Buyer certifying that the conditions specified in Section 8.2 have been satisfied.
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Deliverables by Buyer. At the Closing, Buyer will duly execute and/or deliver, or cause to be executed and/or delivered, as the case may be, the following, except to the extent waived in writing by Seller at or prior to the Closing: a. Escrow Agreements – The Indemnity Escrow Agreement and the Installment Payment Escrow Agreement, duly executed by Buyer; b.
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Deliverables by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the following to Seller or as otherwise provided in Section 3.4: to Section 3.3; (a) The Purchase Price payable pursuant to Section 3.4, as adjusted pursuant (b) The Assignment and Assumption Agreement, duly executed by Buyer; (c) Each Airport Substation Lease Agreement, together with the related memorandum of such lease, duly executed by Buyer and in recordable form; (d) The Airport Warehouse Lease Agreement, together with the related memorandum of such lease, duly executed by Buyer and in recordable form; (e) The District Sublicenses, each duly executed by Buyer and in recordable form; (f) The Assignment and Assumption of Transmission Easements, duly executed by Buyer and in recordable form; (g) The Assignment and Assumption of Distribution Easements, duly executed by Buyer and in recordable form; (h) All other Ancillary Agreements to which Buyer is a party, duly executed by Buyer and in recordable form, where applicable; (i) The Grounding Lease Agreement, together with the related memorandum of such lease, duly executed by Buyer and in recordable form; recordable form; (j) The Substation Easement Agreement, duly executed by Buyer and in (k) The Substation Equipment Operating and Dismantling Agreement, duly executed by Buyer; (l) The waiver and consent of Buyer to the transfer of the FMPA Agreements to which Buyer is a third party beneficiary; (m) The release of Buyer’s third party beneficiary rights under the agreements described in clauses (i) and (ii) of the definition of FMPA Agreements; (n) A certificate of the Secretary or any Assistant Secretary of Buyer certifying as to the resolutions adopted by Buyer’s board of directors approving the Transaction, this Agreement, and the consummation of the transactions contemplated hereby and thereby (including the execution and delivery hereof and thereof); (o) A certificate of the Secretary or any Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement, and the other agreements and instruments contemplated hereby; (p) A certificate of active status with respect to Buyer, issued by the Secretary of State, Division of Corporations, of the State of Florida; (q) All such other instruments of assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for Buyer to assume the Assumed Liabilities in accordance with this Agre...
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Related to Deliverables by Buyer

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Deliveries by Seller At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer, duly and properly executed, the following: (a) Good and sufficient General Conveyance, Assignment and ▇▇▇▇ of Sale, which shall be in the form attached hereto as EXHIBIT C, conveying, selling, transferring and assigning to Buyer title to all of the Property, free and clear of all security interests, liens, charges, encumbrances or equities whatsoever, except for those assumed by Buyer pursuant to this Agreement or approved in writing by Buyer prior to the Closing. (b) Assignments and Assumptions of the Assumed Liabilities, which shall be in form and substance satisfactory to Buyer and shall include, to the extent obtained, the written consents of all parties necessary in order to duly transfer all of Seller's rights thereunder to Buyer (the "Assignment and Assumption Agreements") together with the consents (or notations) required pursuant to SECTION 7.1(H). (c) A certificate of the President and Secretary of Seller in accordance with Section 7.1(d). (d) Resolutions of the directors and stockholders of Seller authorizing the execution and delivery of this Agreement by Seller and the performance of its obligations hereunder, certified by the Secretary of Seller. (e) The Articles of Incorporation of Seller, certified as of a recent date by the Secretary of State of New York. (f) A certificate of the Secretary of State of New York dated as of a recent date as to the good standing of Seller in such state, along with telephonic confirmation of such good standing on the date of the Closing. (g) A certificate of the Secretary of State of each state listed on SCHEDULE 4.2(A), dated as of a recent date as to the good standing of Seller in each such state, along with telephonic confirmation of such good standing on the date of the Closing. (h) The legal opinion referred to in Section 7.1(e). (i) The employment agreement between Buyer and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT D. (j) The employment agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT E. (k) The employment agreement between Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT F. (l) The consulting agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT G. (m) The Assignment of the real estate lease for the premises (the "Premises") located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in the form attached hereto as EXHIBIT 7.1(I) (the "Lease"). (n) Except as provided herein, Seller shall pay any federal, state or local sales or transfer taxes related to the transactions contemplated by this Agreement. (o) Such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Property.

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • Deliveries by Sellers At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a Membership Interest Assignment, in the form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “Membership Interest Assignments”), for the transfer of the Purchased Interests on the books of the Company; (b) constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Parties or any of their Affiliates pertaining to the Company (collectively, the “Records”), provided that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, and other appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) for the Company and each Seller, a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) for the Company and each Seller, a certificate from the Secretary of such Person attaching true, correct, and complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date, certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) certifications from each Seller in form and substance reasonably satisfactory to Buyer that no withholding is required under Sections 1445 or 1446 of the Code and the Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the Closing with coverage for a period of up to six (6) years after the Closing Date (the “D&O Tail”); and (j) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.

  • Seller Deliverables Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, any other named Parties) and acknowledged or notarized: (1) One (1) original of the Deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) two (2) originals of the ▇▇▇▇ of Sale in the form of Exhibit D attached hereto from Seller to Buyer conveying the Personal Property and Property Diligence Materials to Buyer; (4) one (1) copy of the approval from the Seller’s Board of Directors, or other approval authority, of the transaction contemplated herein; (5) two (2) originals of the Closing Statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (6) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the Deed; (7) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or control, originals of the Due Diligence Materials, copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; (8) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (9) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (10) such original documentation from Broker’s as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Broker’s may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims; (11) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (12) An original written waiver of rights, in form and substance reasonably acceptable to Buyer, from each Party having a right or option to purchase the Property (or any portion thereof) from Seller; (13) a certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant and the Operating Subtenants are maintaining policies of insurance of the types and in the amounts required by the Master Lease, in the form required by the Master Lease; and (14) such other instruments as are reasonably required by Title Insurer to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof.