Deliveries at Closing in Escrow Sample Clauses

Deliveries at Closing in Escrow. In addition to the execution and delivery of documents as and when otherwise required by the terms of this Agreement, at the Closing in Escrow the Company and the Business Contribution Member shall, as appropriate, enter into, execute and deliver to the law firm of Silver, Xxxxxxxx & Xxxx, L.L.P., as escrow agent: (i) a xxxx of sale, (ii) an instrument of assignment and assumption (the form and substance of which shall be reasonably acceptable to the Company), and (iii) any other instruments of conveyance or transfer which may be necessary in the sole discretion of the Company, including, without limitation, any instruments of assignment in connection with the Intellectual Property and the Contracts, each in form and substance reasonably acceptable to the Company, pursuant to which the Business Contribution Member shall convey, assign, transfer and deliver to the Company all right, title and interest in, to and under the Assets, free and clear of any and all Encumbrances (as defined in Section 2.3(a) below), and the Company shall assume the Assumed Liabilities from the Business Contribution Member. At the Closing in Escrow, the Business Contribution Member shall also cause to be delivered the opinion of its counsel as to such matters as counsel to the Company may reasonably require, including but not limited to such counsel's opinion that: the Business Contribution Member is authorized to conduct its business in each jurisdiction in which it is doing business; the Business Contribution Member has full power to enter into and perform his or her respective obligations under this Agreement, as well the Related Agreements to which he or she is a party; this Agreement, and the Related Agreements to which the Business Contribution Member is a party, constitutes a legal, valid and binding obligation of the Business Contribution Member 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 the Business Contribution Member is not threatened with or affected by any actions, proceedings or investigations wherein an unfavorable decision, ruling or finding could have a materially adverse effect on the financial condition or operation of the Business and/or the Assets, or could prevent, enjoin or otherwise affect the transactions contemplated by this Agreement.
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Deliveries at Closing in Escrow. In addition to the execution and delivery of documents as and when otherwise required by the terms of this Agreement, at the Closing in Escrow the Company and the Business Contribution Member and/or the Members shall, as appropriate, enter into, execute and deliver to the law firm of Silver, Xxxxxxxx & Taff, LLP, as escrow agent: (i) a xxxx of sale, (ii) an instrument of assignment and assumption (the form and substance of which shall be reasonably acceptable to the Company), and (iii) any other instruments of conveyance or transfer which may be necessary in the sole discretion of the Company, including, without limitation, any instruments of assignment in connection with the Intellectual Property and the Contracts, each in form and substance reasonably acceptable to the Company, pursuant to which the Business Contribution Member and/or the Members shall convey, assign, transfer and deliver to the Company all right, title and interest in, to and under the Assets, free and clear of any and all Encumbrances (as defined in Section 2.3(a) below), and the Company shall assume the Assumed Liabilities from the Business Contribution Member. At the Closing in Escrow, the Business Contribution Member shall also cause to be delivered the opinion of its counsel as to such matters as counsel to the Company may reasonably require, including but not limited to such counsel's
Sample 1

Related to Deliveries at Closing in Escrow

  • Deliveries at Closing At the Closing:

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

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

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

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

  • Deliveries at the Closing At the Closing:

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

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

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

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