By Sellers to Buyer Sample Clauses

By Sellers to Buyer. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer the following documents, each fully executed (other than by Buyer) and dated as of the Closing Date, and otherwise in form and substance satisfactory to Buyer:
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By Sellers to Buyer. At the Closing, Sellers shall deliver the following items to Buyer, each properly executed and dated as of the Closing Date by Sellers and in form and substance reasonably acceptable to Buyer: the Assignment Agreement, the Xxxx of Sale, the Improvements Deed, the Sublease and License, the License and Binder Purchase Supply Agreement, all Required Consents applicable to Sellers, the Opinion of Sellers' Counsel, Sellers' Closing Certificate, a subordination and nondisturbance agreement, satisfactory in form and substance to Buyer, from all mortgagees and other parties with interests in the Facility Site, the Lease or the Improvements and a certificate of the corporate secretary of Sellers as to such matters as may reasonably be requested by Buyer.
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By Sellers to Buyer. At the Closing, Sellers shall deliver, ------------------- or cause to be delivered, to Buyer the following items, each properly executed and dated as of the Closing Date (i) the opinions of Sellers' counsel required pursuant to Section 6.01(n) hereof; (ii) executed resignations of those officers --------------- and directors of the members of the Xxxx Group who have been designated at least three (3) days prior to the Closing Date by Buyer; (iii) a Certificate of the Secretary of each Seller and each member of the Xxxx Group, certifying as to the articles of incorporation, bylaws and board resolutions of each such member, (iv) the Certificates required pursuant to Section 6.01(i) hereof; (v) copies of --------------- the executed and final documents referred to in Sections 2.03(a), (b), (c), (d), -------------------------------- (e) and (f) (vi) certificates representing the then-outstanding Stock and ----------- Warrants, together with duly executed stock powers or instruments of assignment therefor to convey the Stock and Warrants to the Buyer; (vii) the Releases and the Real Estate Releases (provided, however, that any Real Estate Release shall be deemed delivered for purposes of satisfying this condition if Sellers shall have delivered to Buyer's title company documentation sufficient to cause the title company to insure title to the applicable parcel of Real Property without exception to the matter intended to be released by such Real Estate Release); (viii) the Escrow Agreement; (ix) the Special Purpose Escrow Agreement; (x) the Xxxxxxx Purchase Agreement; (xi) the executed Termination Agreements; (xii) a statement, in the form set forth in Treasury Regulation (S) 1.1445-2(b)(2) and made under penalties of perjury by each Seller, other than Purico, that (among other things) such Seller is not a foreign person; (xiii) a statement of the Company, in the form set forth in Treas. Reg. (S)(S) 1.1445-2(c)(3) and 1.897-2(h), that the Company is not (and was not at any time during the previous five years) a United States real property holding corporation; (xiv) an IRS Form W-9 completed by each Seller, other than Purico; and (xv) an IRS Form W-8 completed by Purico.
Sample 1
By Sellers to Buyer. At the Closing, in addition to the Assets, Sellers shall deliver the following items to Buyer, each properly executed and dated as of the Closing Date by Sellers and in form and substance reasonably acceptable to Buyer: (i) the Assignment Agreement, (ii) the Xxxx of Sale, (iii) the License and Binder Purchase Agreement, (iv) all Required Consents applicable to Sellers, (v) the Opinion of Sellers' Counsel, (vi) Sellers' Closing Certificate, (vii) the Acknowledgment and Release, (viii) UCC-3 termination statements with respect to the Facility, (ix) a certificate of insurance containing an endorsement, in form and substance acceptable to Buyer, showing loss payment to Buyer as its interest may appear and (x) a certificate of the corporate secretary of Sellers as to such matters as may reasonably be requested by Buyer.
Sample 1

Related to By Sellers to Buyer

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer the following:

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

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

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

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

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