Sale Documentation Sample Clauses

Sale Documentation. The sale of the Assets as herein contemplated shall be effected by such bills of sale (collectively, the “Bills of Sale”), endorsements, assignments, drafts, checks, deeds and other instruments of transfer, conveyance and assignment (collectively, the “Assignments”) as shall be necessary or appropriate to transfer, convey and assign the Assets to Purchaser on the Closing Date as contemplated by this Agreement and as shall be reasonably requested by Purchaser.
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Sale Documentation. The Noteholders shall receive executed copies of definitive merger documentation within 24 hours of execution, but in any event no later than February 9, 2004, setting forth the terms and conditions of the merger of the Company with a purchaser (the “Purchaser”) which merger will result in the Company’s immediate repayment in full of its obligations to the Noteholders including, without limitation, principal, interest, default interest, Make-Whole Amounts (as defined in the Note Agreements), and fees. Such Purchaser shall have financial qualifications reasonably acceptable to the Noteholders and such definitive merger documentation shall be in form and substance reasonably satisfactory to the Noteholders with respect to the treatment of the Notes at the closing of the merger and the conditions to and of such closing.
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Sale Documentation. At ▇▇▇▇▇▇'▇ request, Buyer shall execute and deliver to ▇▇▇▇▇▇ a ▇▇▇▇ of Sale for the Equipment and such other and further actions and documents as may be necessary to effect the sale to ▇▇▇▇▇▇ of the Equipment provided for above.
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Sale Documentation. Prior to a Materials Business Sale, the Borrower will deliver to the Agent: (i) a copy of the final proposed purchase agreement to consummate such Materials Business Sale, (ii) a calculation of the Borrowing Base prior to giving effect to such proposed Materials Business Sale and (iii) a calculation of the Borrowing Base after giving effect to such proposed Materials Business Sale."
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Sale Documentation. The Seller shall have previously submitted a draft transfer statement with the Commissioner of the Agency, including, among any other required information, (A) the names of the Seller and Purchaser, (B) the federal identification numbers of each of the Seller and Purchaser, and (C) the amount of credit to be transferred from the Seller to the Purchaser (the “Transfer and Approval Statement”), a form of which is attached hereto as Exhibit B, in accordance with the requirements of the Agency. Upon the issuance of an approval statement from the commissioner (the “Approval Statement”), as required pursuant to Public Housing Law Section 22(8)(c), this Agreement shall be effective. In the event that the Commissioner does not approve the Transfer and Approval Statement and this Agreement, he or she shall issue a written determination for such denial, and Taxpayer, Seller, and Purchaser shall work in good faith to address the written determination and re-submit a revised Transfer and Approval Statement and Agreement until the issuance of an Approval Statement.
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Sale Documentation. The Stockholders agree that upon any Sale of the Company pursuant hereto, they will execute all documents reasonably required to effect such sale, provided such documents are customary in form and substance for transactions of that type. The Stockholders further agree that they will vote their shares of Common Stock in favor of any such Sale of the Company and will not exercise any right to dissent and seek appraisal of their interests under the laws of the State of Delaware or any other state or pursue any other comparable statutory remedy in connection with the Sale of the Company.
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Related to Sale Documentation

  • Closing Documentation The Parent shall have received the --------------------- following documents, agreements and instruments from the Company: (i) an opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, dated the Closing Date and addressed to the Parent and Newco, in substantially the form of Exhibit F hereto; --------- (ii) certificates dated as of a recent date from the Secretary of State of the States of Delaware and any other applicable states to the effect that each of the Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of the Company and its Subsidiaries on file with said Secretary of State; (iii) a copy of the Certificate of Incorporation of the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (iv) evidence, reasonably satisfactory to the Parent, of the authority and incumbency of the persons acting on behalf of the Company in connection with the execution of any document delivered in connection with this Agreement; (v) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Company and its Subsidiaries from the states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (and Schedule thereto) of this Agreement; (vi) the corporate minute books and stock record books of the Company and its Subsidiaries; (vii) estoppel letters of lenders to the Company, in form and substance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) owing by the Company as of the Closing; and (viii) such other instruments and documents as the Parent shall reasonably request not inconsistent with the provisions hereof.

  • Licensed Documentation If commercially available, Licensee shall have the option to require the Contractor to deliver, at Contractor’s expense: (i) one (1) hard copy and one (1) master electronic copy of the Documentation in a mutually agreeable format; (ii) based on hard copy instructions for access by downloading from the Internet

  • Project Documentation All documentation provided to the City other than Project drawings shall be furnished on a Microsoft compatible compact disc.

  • Source Documentation Accounting records must be supported by such source documentation as canceled checks, bank statements, invoices, paid bills, donor letters, time and attendance records, activity reports, travel reports, contractual and consultant agreements, and subaward documentation. All supporting documentation should be clearly identified with the Award and general ledger accounts which are to be charged or credited. (i) The documentation standards for salary charges to grants are prescribed by 2 CFR 200.430, and in the cost principles applicable to the entity’s organization (Paragraphs 7.4 through 7.7). (ii) If records do not meet the standards in 2 CFR 200.430, then Grantor may notify Grantee in PART TWO, PART THREE or Exhibit G of the requirement to submit Personnel activity reports. See 2 CFR 200.430(i)(8). Personnel activity reports shall account on an after-the-fact basis for one hundred percent (100%) of the employee's actual time, separately indicating the time spent on the grant, other grants or projects, vacation or sick leave, and administrative time, if applicable. The reports must be signed by the employee, approved by the appropriate official, and coincide with a pay period. These time records should be used to record the distribution of salary costs to the appropriate accounts no less frequently than quarterly. (iii) Formal agreements with independent contractors, such as consultants, must include a description of the services to be performed, the period of performance, the fee and method of payment, an itemization of travel and other costs which are chargeable to the agreement, and the signatures of both the contractor and an appropriate official of Grantee. (iv) If third party in-kind (non-cash) contributions are used for Grant purposes, the valuation of these contributions must be supported with adequate documentation.

  • Supporting Documentation Upon request, the HSP will provide the LHIN with proof of the matters referred to in this Article.