Items to be Delivered by the Buyer Sample Clauses

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Items to be Delivered by the Buyer. At the Closing, and subject to the terms and conditions contained herein, the Buyer shall deliver to the Seller the Purchase Price for the RBC Stock being purchased by the Buyer, and each of the other items described in Section 5.2 hereof.
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Items to be Delivered by the Buyer. At the Closing, the Buyer shall: (a) Deliver to Seller Parent a certificate of the Buyer, dated as of the Closing Date and executed by an authorized representative of Buyer Parent, to the effect that each of the conditions specified in Section 9.1 and Section 9.2 are satisfied in all respects; (b) Deliver to Seller Parent the Assignment and Assumption Agreement duly executed by the Buyer; (c) Deliver to Seller Parent the Escrow Agreement duly executed by Buyer Parent; (d) Deliver to Seller Parent the Transition Services Agreement duly executed by Buyer Parent; (e) Deliver to Seller Parent the Supply Agreement duly executed by Buyer Parent; (f) Deliver to Seller Parent the Product Processing Agreement duly executed by Buyer Parent; (g) Deliver to Seller Parent the Other Agreements duly executed by the Buyer; (h) Deliver to Seller Parent those Orders, consents, approvals and clearances set forth on Schedule 9.3; (i) Deliver in immediately available funds the Estimated Purchase Price pursuant to the funds flow memorandum as contemplated by Section 2.6 of this Agreement; (j) Deliver to the Sellers or the applicable third party the Substitute Performance Collateral listed on Schedule 6.1(d) hereof; (k) Deliver to the Sellers evidence of the release of the guarantor obligations listed on Schedule 6.1(e) hereof; and (l) Deliver to Seller Parent any and all documents, instruments and certificates as Seller Parent reasonably deems necessary to consummate the transactions contemplated by this Agreement as Seller Parent reasonably requests.
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Items to be Delivered by the Buyer. At the Closing, the Buyer will deliver or cause to be delivered to the Seller: (i) the Promissory Note executed by the Buyer; and (ii) the Pledge Agreement, executed by the Buyer, together with the certificates representing the Shares and stock powers, duly executed in blank by the Buyer.
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Items to be Delivered by the Buyer. At the Closing, the Buyer will deliver or cause to be delivered to the Parent: (i) the Promissory Notes, executed by the Buyer; (ii) the Guarantee, executed by AIA; and (iii) the Security Agreement, executed by AIA.
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Items to be Delivered by the Buyer. At the Closing, the Buyer shall deliver the following payments documents to the Seller, in each case duly executed or otherwise in proper form: (a) The certificate of formation of Buyer, certified as of a recent date by the Secretary of State of Delaware, and a copy of the limited liability company operating agreement of Buyer, certified by an officer of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity; (b) A certificate of the Secretary of State of Delaware as to the good standing as of a recent date of Buyer in Delaware; (c) The Assignment and Assumption Agreements, executed by the Buyer; (d) The Escrow Agreement; (e) Evidence of compliance with Section 4.1(c); (f) prior to or at the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 1.5(b) including without limitation payment of the Purchase Price, less the Escrow Amount, by wire transfer of immediately available funds {W5975088.1} 37 to an account specified by Seller, and payment of the Escrow Amount to the Escrow Agent; and (g) A certificate of an authorized officer of the Buyer which shall certify (i) the resolutions adopted by its Board of Directors authorizing the Buyer to consummate all of the transactions contemplated hereby (including the acquisition of the Assets), (ii) the names of the officers of the Buyer authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Buyer or any of its officers, together with the true signatures of such officers, (iii) the satisfaction of the conditions to closing set forth in Sections 6.1 and 6.2 and (iv) the continued truth of the representation set forth in Section 7.8 as of the Closing Date. (h) The Environmental Access and Remediation Agreement.
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Items to be Delivered by the Buyer. At the Closing, the Buyer will deliver or cause to be delivered to the Seller: (i) a certified check payable to the order of the Seller in the amount of the Purchase Price; and (ii) the Franchise Agreement executed on behalf of the Company and by the Buyer.
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Items to be Delivered by the Buyer. Contemporaneously with the execution and delivery of this Agreement, the Buyer is delivering or causing to be delivered to the Seller:
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Related to Items to be Delivered by the Buyer

  • Documents to be Delivered by the Seller On the 2025-A Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.

  • Documents to be Delivered by Buyer At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form:

  • Documents to be Delivered by Holder(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Items to be Delivered at Closing 10.1 Items to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyer the Assets, including by taking the following actions: (a) Deliver to the Buyer an officer’s certificate on behalf of each Seller in a form reasonably satisfactory to the Buyer as to: (i) resolutions (or other instruments as applicable) embodying all corporate or limited liability company actions taken by and on behalf of such Seller, as appropriate, to authorize the execution, delivery and performance of this Agreement and the Other Agreements by such Seller; and (ii) the incumbency of each officer signing this Agreement, the Other Agreements or any other agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of such Seller; (b) Deliver to the Buyer a certificate of Seller Parent, dated as of the Closing Date and executed by an authorized representative of Seller Parent, to the effect that each of the conditions specified in Section 8.1 and Section 8.2 are satisfied in all respects; (c) To the extent available under applicable Law, deliver to the Buyer a certificate of good standing of each Seller dated as of a date within thirty (30) days of the Closing Date and issued by the Secretary of State or other appropriate Governmental Authority of the state in which such Seller was incorporated or formed; (d) Deliver to the Buyer those Orders, consents, approvals, results and clearances set forth on Schedule 8.3 and described in Section 8.3; (e) Deliver to the Buyer one or more bills of sale, substantially in the form of Exhibit G hereto, conveying title to all of such Seller’s Personal Property included in the Assets; (f) Deliver to the Buyer an assignment and assumption agreement in the form of Exhibit H hereto (the “Assignment and Assumption Agreement”), duly executed by the Sellers; (g) Deliver to the Buyer the Escrow Agreement duly executed by Seller Parent; (h) Deliver to the Buyer the Transition Services Agreement duly executed by Seller Parent; (i) Deliver to the Buyer the Supply Agreement duly executed by Seller Parent; (j) Deliver to the Buyer the Product Processing Agreement duly executed by Seller Parent; (k) Deliver to the Buyer the Other Agreements duly executed by each appropriate Seller; (l) Deliver to the Buyer the Preliminary Statement duly executed by Seller Parent; (m) Deliver to the Buyer assignment documents for each of the patents, trademarks and other Intellectual Property which are part of the Assets, duly executed by each appropriate Seller; (n) Deliver to the Buyer all such executed documents as may be required to change each FS Tech Entity’s name on that date to another name bearing no similarity to the current FS Tech Entity name as identified on Schedule 1, including but not limited to a name change amendment with the appropriate state or government office and an appropriate name change notice for each state or country where the FS Tech Entity is qualified to do business; (o) Deliver to the Buyer any and all documents, instruments and certificates as the Buyer reasonably deems necessary to consummate the transactions contemplated by this Agreement as the Buyer reasonably requests (including documents evidencing the release of any guarantor obligations required pursuant to Section 8.7 of this Agreement and the release of Liens required pursuant to Section 8.8 of this Agreement); and (p) Deliver to the Buyer such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary and appropriate to vest in the Buyer all right, title and interest in, to and under the Assets; and simultaneously with such delivery, the Sellers shall take such steps as are required to put the Buyer in actual possession and operating control of the Assets.

  • Documents to be Delivered by Seller At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A ▇▇▇▇ of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.