deliver to the Seller Sample Clauses

deliver to the Seller. (a) a counterpart Interim Time Charter in relation to both of the Second Option Vessels duly executed by the Frontline Interim Time Charterer; and (b) a duly executed Trafigura Time Charter for the Trafigura Time Charter Second Option Vessel.
Sample 1
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deliver to the Seller. (A) Within 30 days after the end of each monthly accounting period in each fiscal year of 2d, a consolidated balance sheet of 2d and its subsidiaries and at the end of each such period, and consolidated statements of operations and shareholders' equity (deficit) for each such period and for the period from the beginning of the current fiscal year to the end of such monthly period, and the corresponding periods of the previous fiscal year, accompanied by a certificate of an officer of 2d certifying that such financial statements have been prepared from and on the basis of, and are in accordance with, the books and records of 2d and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; are true, correct, complete and fairly and accurately present the financial condition of 2d as of the date of each such financial statement and the results of its operations for the periods therein specified.
Sample 1
deliver to the Seller. 1.1.1 a copy of or extracts from the minutes of meetings of the directors of the Purchaser and Sky plc authorising the Purchaser and Sky plc to enter into and perform their obligations under this Agreement and the documents referred to in this Agreement including the agreed form documents and in the case of the Purchaser, the Tax Deed, each certified to be a true and complete copy or extract by a director or the secretary of the Purchaser and Sky plc as appropriate;
Sample 1
deliver to the Seller. (a) a counterpart of the Disclosure Letter duly executed by the Buyer; (b) a copy of the resolutions of the board of directors of the Buyer at which this Agreement and each of the other Transaction Documents to which the Buyer is a party and the transactions contemplated thereby, were approved and the execution of this Agreement and each of the other Transaction Documents to which the Buyer is a party by the person or persons executing them on behalf of the Buyer was authorised; (c) a counterpart of the Escrow Agreement duly executed by the Escrow Agent; (d) a counterpart Interim Time Charter in relation to each of the Vessels duly executed by the Frontline Interim Time Charterer; and (e) duly executed Trafigura Time Charters in relation to each of the Trafigura Time Charter Vessels.
Sample 1
deliver to the Seller. (a) a copy of the Transfer Agent Instruction Letter delivered to the Transfer Agent with respect to the Consideration Shares pursuant to Clause 6.4.1; (b) the legal opinion in the agreed form duly executed by Buyer Guarantor's overseas counsel and addressing the capacity and authority of the Buyer Guarantor to enter into this Agreement and each of the other Transaction Documents to which it is a party and to issue and allot the Consideration Shares and, in circumstances where the First Option is exercised by the Buyer prior to the First Option Exercise Expiry Date and the Second Option is exercised by the Buyer prior to the Second Option Exercise Expiry Date, the Option Consideration Shares, in each case to the Seller in accordance with the terms of this Agreement; (c) a copy of the resolution of the board of directors of the Buyer Guarantor at which this Agreement and each of the other Transaction Documents to which the Buyer Guarantor is a party and the transactions contemplated thereby including, without limitation, the issue and allotment of the Consideration Shares and the Option Consideration Shares, were approved and the execution of this Agreement and each of the other Transaction Documents to which the Buyer Guarantor is a party by the person or persons executing them on behalf of the Buyer Guarantor was authorised; (d) a counterpart of the Escrow Agreement duly executed by the Buyer Guarantor; (e) a counterpart of the Escrow Account Pledge Agreement duly executed by the Buyer Guarantor; and (f) a counterpart of the Registration Rights Agreement duly executed by the Buyer Guarantor.
Sample 1

Related to deliver to the Seller

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

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

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

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

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Statements to the Purchaser Not later than the 10th calendar day of each month (or, if such 10th day is not a Business Day, the following Business Day), the Servicer shall forward to the Purchaser in hard copy and electronic format mutually acceptable to the Purchaser and the Seller, a statement, substantially in the form of Exhibit 9 and certified by a Servicing Officer, setting forth (a) the amount of the distribution made on such Remittance Date which is allocable to principal and allocable to interest; (b) the amount of servicing compensation received by the Servicer during the prior calendar month; (c) the aggregate Stated Principal Balance and the aggregate unpaid principal balance of the Mortgage Loans as of the last day of the preceding month; and (d) the paid through date for each Mortgage Loan. Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three (3) or more months delinquent and the book value of any REO Property. The Servicer shall submit to the Purchaser monthly a liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not previously reported. Such liquidation report shall be incorporated into the remittance report delivered to Purchaser in the form of Exhibit 9 hereto. The Servicer shall furnish to the Purchaser an individual loan accounting report in hard copy and electronic format mutually acceptable to the Purchaser and the Seller, as of the last Business Day of each month, in the Purchaser's assigned loan number order (provided that such loan numbers previously have been provided in writing by the Purchaser to the Servicer) to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth Business Day of the following month, which report shall contain the following:

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

  • Debt to the State If the State Comptroller of Public Accounts is prohibited from issuing a warrant or initiating an electronic funds transfer to the Engineer because of a debt owed to the State, the State shall apply all payment due the Engineer to the debt or delinquent tax until the debt or delinquent tax is paid in full.

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

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