Closing in Escrow Deliveries and Other Actions Sample Clauses

Closing in Escrow Deliveries and Other Actions. (a) Shareholders' and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholders shall deliver the following to the law firm of Silver, Xxxxxxxx & Xxxx, L.L.P., as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates representing shares of the Corporation's capital stock at one time issued (but no longer issued and outstanding) to former shareholders of the Corporation; (iii) all consents, waivers, and authorizations necessary or appropriate for the consummation of the transactions contemplated by this Agreement; (iv) agreements assigning to the Corporation all of the Shareholders' and/or third parties' right, title and interest in and to all Intellectual Property (as defined in Section 2.14(d) hereinbelow) owned by any of the Shareholders and/or third parties and heretofore licensed to or used
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Closing in Escrow Deliveries and Other Actions. (a) Shareholder's and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholder shall deliver the following to the law firm of Silver, Xxxxxxxx & Xxxx, L.L.P., as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates representing shares of the Corporation's capital stock at one time issued (but no longer issued and outstanding) to former shareholders of the Corporation; (iii) all consents, waivers, and authorizations necessary or appropriate for the consummation of the transactions contemplated by this Agreement; (iv) agreements assigning to the Corporation all of the Shareholder's and/or third parties' right, title and interest in and to all Intellectual Property (as defined in Section 2.14(d) hereinbelow) owned by the Shareholder and/or third parties and heretofore licensed to or used by the Corporation; (v) Certificates of Good Standing for the Corporation as issued by the Secretary of State of the State of Washington; (vi) the certificates, dated the Closing in Escrow Date, required pursuant to Sections 7.2(a) and 7.2(b) hereinbelow; and (vii) the opinion of counsel to the Shareholder and the Corporation as to such matters as counsel to the Company may reasonably require, including but not limited to such counsel's opinion that: (A) the Corporation is in good standing; (B) the Corporation is authorized to conduct its business in each jurisdiction in which it is doing business; (C) the Shareholder and the Corporation have the full power to enter into and perform their respective obligations under this Agreement; (D) this Agreement constitutes the legal, valid and binding obligations of the Corporation and the Shareholder, and the Related Agreements to which the Shareholder is a party, constitute the legal, valid and binding obligations of the Shareholder, each enforceable in accordance with their respective terms (except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditor's rights, and principles of equity); and (E) neither the Corpora...
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Closing in Escrow Deliveries and Other Actions. (a) Shareholder's and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholder shall deliver the following to the law firm of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P, as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates representing shares of the Corporation's capital stock at one time issued (but no longer issued and outstanding) to former shareholders of the Corporation; (iii) all consents, waivers, and authorizations necessary or appropriate for the consummation of the transactions contemplated by this Agreement; (iv) agreements assigning to
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Closing in Escrow Deliveries and Other Actions. (a) Shareholders' and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, each Shareholder shall deliver the following to the law firm of Travers Smith Braithwaite, as escrow agxxx: (x) xxxxxxxxxxxx (xx other appropriate documentation) representing all of its Stock with duly executed stock transfer forms conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company, provided that in respect of Stock comprising options which have not prior to the Closing been exercised this obligation shall be satisfied by the delivery of a deed duly executed by the optionholder agreeing to the cancellation of such option; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates (or other appropriate documentation) representing the Corporation's capital stock, Loan Stock, or options to purchase either such capital stock or Loan Stock, at one time issued (but no longer issued and outstanding); and (iii) all consents, waivers, and authorizations reasonably necessary or appropriate for the consummation of the transactions contemplated by this Agreement. Photocopies of all documents delivered in escrow to Travers Smith Braithwaite shall be delixxxxx xx xxx xxx xxxx xx Silver, Freedman & Taff, L.L.P., promptly after xxxxxxx thxxxxf by Travers Smith Braithwaite
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Closing in Escrow Deliveries and Other Actions. (a) Shareholder's and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholder shall deliver the following to the law firm of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P, as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book
Sample 1
Closing in Escrow Deliveries and Other Actions. (a) Shareholders' and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholders shall deliver the following to the law firm of Silver, Xxxxxxxx & Xxxx, L.L.P., as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature
Sample 1
Closing in Escrow Deliveries and Other Actions. (a) Shareholders' and Corporation's Deliveries at Closing in Escrow. At the Closing in Escrow, the Shareholders shall deliver the following to the law firm of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., as escrow agent: (i) certificates representing all of the Stock with duly executed stock powers conveying the Stock represented thereby to the Company, free and clear of all liens, security interests and claims, encumbrances or other rights of third parties of any nature whatsoever, and granting unrestricted title to and possession of the Stock to the Company; (ii) the Corporation's corporate minute book, including the Stock Certificate Book and all of the original share certificates representing shares of the Corporation's capital stock at one time issued (but no longer issued and outstanding) to former shareholders of the Corporation; (iii) all consents, waivers, and authorizations necessary or appropriate for the consummation of the transactions contemplated by this Agreement; (iv) agreements assigning to the Corporation all of the Shareholders' and/or third parties' right, title and interest in and to all Intellectual Property (as defined in Section 2.14(d) hereinbelow) owned by any of the Shareholders and/or third parties and heretofore licensed to or used by the Corporation; (v) Certificates of Good Standing for the Corporation as issued by the Secretaries of State of Minnesota and Arizona; (vi) the certificates, dated the Closing in Escrow Date, required pursuant to Sections 7.2(a) and 7.2(b) hereinbelow; and (vii) the opinion of counsel to the Shareholders and the Corporation as to such matters as counsel to the Company may reasonably require, including but not limited to such counsel's opinion that: (A) the Corporation is in good standing; (B) the Corporation is authorized to conduct its business in each jurisdiction in which it is doing business; (C) the Shareholders and the Corporation have the full power to enter into and perform their respective obligations under this Agreement; (D) this Agreement constitutes the legal, valid and binding obligations of the Corporation and the Shareholders, and the Related Agreements to which the Shareholders are a party, constitute the legal, valid and binding obligations of the Shareholders, each enforceable in accordance with their respective terms (except as enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditor's rights, and principles of equity); an...
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Closing in Escrow Deliveries and Other Actions 
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Related to Closing in Escrow Deliveries and Other Actions

  • Deliveries at Closing At the Closing:

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

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Deliveries at the Closing At the Closing:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Purchaser’s Deliveries in Escrow As of or prior to the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:

  • Seller’s Deliveries in Escrow As of or prior to the Closing Date, Seller shall deliver in escrow to Escrow Agent the following:

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

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

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

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