DELIVERIES OF THE SELLERS AT THE CLOSING Clause Samples

DELIVERIES OF THE SELLERS AT THE CLOSING. At the Closing, the Sellers hereby agree to deliver or cause to be delivered to the Buyer: (a) certificates representing all of the Shares, free and clear of all Liens, duly endorsed to the Buyer or in blank or accompanied by duly executed stock powers; (b) a counterpart to this Agreement, duly executed by each of the Sellers; (c) a counterpart to each of the employment agreements, dated as of the date hereof, by and between the Company and each of D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and D▇▇▇▇▇▇ ▇. ▇▇▇▇ (collectively, the “Employment Agreements”), duly executed by each of D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and D▇▇▇▇▇▇ ▇. ▇▇▇▇, as applicable; (d) a counterpart to the Escrow Agreement, duly executed by the Escrow Agent and the Representative; (e) executed copies of the Option Termination Agreements, duly executed by the Company and each of the Optionholders; (f) the Disclosure Letter, which letter contains the Schedules referenced in this Agreement; (g) the written resignation of each member of the Board of Directors and each officer of the Company; (h) the written release of all Liens (other than Liens for Taxes not yet due and payable and for Taxes for which an adequate reserve has been established on the Financial Statements dated as of, or for the period ended, March 31, 2006) relating to the assets of the Company and the Shares executed by the holder of or parties to each such Lien; (i) good standing certificates of the Company, dated within five (5) Business Days of the Closing Date, from the Secretary of State of Delaware and the jurisdictions set forth on Schedule 3.1 and a tax clearance certificate of the Company, dated within five (5) Business Days of the Closing Date, from the Secretary of State of Delaware; (j) all share transfer books, minute books and other corporate records of the Company; (k) a Certificate, duly executed by the Representative, certifying the non-existence of Excluded Assets/Liabilities; (l) evidence of the delivery by the holders of Preferred Stock of a notice of conversion of the Preferred Stock into Common Stock; it being agreed that such converted shares of Common Stock will be not be represented by certificates because they will be transferred immediately to the Buyer pursuant to duly executed stock powers); (m) evidence of the termination of the Stockholders’ Agreement and the Registration Rights Agreement, effective as of the Closing; (n) an executed copy of the Warrant Termination Agreement, duly executed by the Company and the Warrantholder; (o) ev...
View Source
DELIVERIES OF THE SELLERS AT THE CLOSING. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following:
View Source

Related to DELIVERIES OF THE SELLERS AT THE CLOSING

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) ▇▇▇▇ of Sale. A ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller; and

  • Deliveries at the Closing At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a ▇▇▇▇ of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,

  • Closing Deliveries of Buyer (i) Buyer and Target shall have entered into the Sellers’ Release and such release shall be in full force and effect as of the Closing: (ii) Buyer shall have executed and delivered to Sellers the Promissory Note(s), and such notes shall be in full force and effect as of the Closing; (iii) Buyer shall have entered into the Security Agreement, and such agreement shall be in full force and effect as of the Closing; (iv) Buyer shall have entered into the Sellers’ Non-Competition Agreement, and such agreement shall be in full force and effect as of the Closing; (v) Target shall have entered into ▇▇. ▇▇▇▇▇▇▇’▇ Employment Agreement, and such agreement shall be in full force and effect as of the Closing; (vi) Intentionally omitted; (vii) Intentionally omitted; (viii) Buyer shall have obtained from ACF ▇▇▇▇▇ I, LP and Jax Legacy Investments I, LLC (“Buyer’s Lenders”) a consent to the transactions contemplated by this Agreement including (A) the acquisition of Target, (B) the issuance of the Promissory Notes by Buyer, and (C) the pledging of assets by Buyer pursuant to the Security Agreement; (ix) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to: (i) the certificate of incorporation of Buyer and any amendments to thereto; (ii) the bylaws of the Buyer and any amendments thereto; and (iii) authorizing resolutions of the board of directors (or a duly authorized committee thereof) of the Buyer relating to this Agreement and the transactions contemplated hereby; and (x) Buyer shall have delivered the Closing Cash Payment to Sellers.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of ▇▇. ▇▇▇ ▇▇▇▇ from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.