Deliveries at the Closing Sample Clauses

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Intellectual Property transfer documents) in the forms attached hereto as Exhibit B and (B) such other instruments of sale, transfer, conveyance, and assignment as the Parties may determine are applicable; (iv) the Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit C and (B) such other instruments of assumption as the Parties may determine are applicable; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a ▇▇▇▇ of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,

Deliveries at the Closing. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) The Seller has executed, acknowledged (if appropriate) and delivered to the Purchaser: (i) evidence that the consents listed in Section 6.2 have all been obtained; (ii) assignment agreement(s) transferring title to the Acquired Assets to the Purchaser in the form attached as Exhibit C; and (iii) a certificate of the Secretary of the Seller certifying and attaching all requisite resolutions or actions of the respective boards of directors and shareholders of the Seller approving the execution and delivery by the Seller of the Acquisition Documents to which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Seller executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement. (b) The Purchaser has executed, acknowledged (if appropriate), and delivered to the Seller: (i) assumption agreement(s) pursuant to which the Purchaser is assuming the Assumed Liabilities in the form attached as Exhibit B; and (ii) a certificate of the Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Purchaser executing the Acquisition Documents to which it is a party and any other document relating to the transactions contemplated by this Agreement; (c) Dutch Gold has executed, acknowledged (if appropriate), and delivered to the Seller: (i) stock certificates evidencing the Shares, with all necessary transfer taxes and other revenue stamps affixed and acquired at the Purchaser’s expense; and (ii) a certificate of the Secretary of Dutch Gold certifying and attaching all requisite resolutions or actions of Dutch Gold’s board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of Dutch Gold executing the Acquisition Documents to which it is a party and any other document relating to the tra...

Deliveries at the Closing. At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in Section 5(a) below; (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in Section 5(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyers (A) assignments (including Lease and other Assumed Contract assignments and Intellectual Property transfer documents), bills of sale and warranty deeds in form acceptable to the Buyers, (B) such affidavits, transfer tax returns, memorandums of lease, and other additional documents as may be required by the terms of the title insurance commitments described in Section 4(o) hereof, as necessary to furnish title insurance as required by such section or as may be necessary to convey title to the Real Estate to the Buyers in the condition required herein or provide public notice of existence of the Leases, and (C) such other instruments of sale, transfer, conveyance, and assignment as the Buyers and their counsel reasonably may request; (iv) the Buyers will execute, acknowledge (if appropriate), and deliver to the Seller (A) an assumption in the form attached hereto as Exhibit B and (B) such other instruments of assumption as the Seller and its counsel reasonably may request; and (v) the Buyers will deliver to the Seller the consideration specified in Section 1(c) above.

Deliveries at the Closing. At the Closing, (i) the Seller shall deliver to the Buyer the certificate referred to in Section 9(o); (ii) the Seller will, and will cause each applicable Seller Party and, to the extent it has the Legal Right, each Javelina Partnership, to execute and deliver each Transaction Agreement (other than any Transaction Agreement that is executed before the Closing) to which such Seller Party is a party; (iii) the Buyer will, and will cause the applicable Buyer Party to, execute and deliver each Transaction Agreement to which such Buyer Party is a party; (iv) the Seller shall deliver to the Buyer the Interim Closing Statement; (v) the Seller shall deliver, or cause to be delivered, to the Buyer evidence of the resignation or removal of any officers, directors, Representatives (as defined in the partnership agreements of the Javelina Partnerships) or managers of (x) each Acquired Company (other than any Javelina Partnership) and (y) of the Javelina Partnerships that the Seller has the Legal Right to so remove or to cause to so resign, in each case that the Buyer has not identified to the Seller within a reasonable period of time before Closing as a Person that will be continuing with such Acquired Company in that capacity after the Closing; (vi) the Seller shall deliver to the Buyer an officer’s certificate verifying that the conditions of the Buyer set forth in Section 7(a)(i) have been satisfied; (vii) the Buyer shall deliver to the Seller an officer’s certificate verifying that the conditions of the Seller set forth in Section 7(b)(i) have been satisfied; and (viii) at any time on or before the Closing, the Seller shall deliver to the Buyer such applicable Organizational Documents, resolutions and certificates of good standing, in such form as is reasonably acceptable to the Buyer.

Deliveries at the Closing. (a) At or prior to the Closing, Seller Parent shall deliver or cause to be delivered to Buyer the following: (i) with respect to the Acquired Assets, bills of sale in form and substance mutually agreed upon by Buyer and Seller Parent, each acting reasonably (the “Bills of Sale”) and any other deeds, assignments and other instruments of transfer necessary to transfer and assign all right, title and interest of the Sellers in, to and under the Acquired Assets (exclusive of the Real Property) (the “Transfer Documents”), duly executed by the appropriate Sellers; (ii) the Ancillary Agreements to which each Seller is a party, duly executed and delivered by such Seller, to the extent not executed and delivered by such parties prior to Closing; (iii) the Assignment of Intellectual Property, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any Assigned Intellectual Property in the name of Buyer or designee thereof; (iv) the Assignment of Trademarks, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register the trademarks constituting Assigned Intellectual Property in the name of Buyer or designee thereof; (v) the Assignment of Patents, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any patent constituting Assigned Intellectual Property in the name of Buyer or designee thereof; (vi) the Assignment of Copyrights, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any copyright constituting Assigned Intellectual Property in the name of Buyer or designee thereof; (vii) with respect to each parcel of Owned Real Property that is owned by an Asset Seller, a duly executed and acknowledged deed (or local legal equivalent), in each case in proper recordable form and sufficient to vest in Buyer good and marketable title to each such parcel of Owned Real Property, in each case free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the “Deeds”), together with such affidavits, tax forms, and other documentation as may be required by applicable Law to allow for recordation; (viii) an assignment and assumption agreement relating to each Real Estate Lease held by an Asset Seller, in form and s...

Deliveries at the Closing. At the Closing, (a) Seller shall deliver to Buyer the various certificates, instruments and documents referred to in Article VI below, and (b) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in Article VII below.

Deliveries at the Closing. At the Closing, (i) the Purchaser will deliver to the Seller the considerations described in Section 2(b) above and the various certificates, instruments, and documents referred to in Section 8(a) below, (ii) the Seller will deliver to the Purchaser the various certificates, instruments, and documents referred to in Section 8(b) below and (iii) the Escrow Agent shall deliver an executed copy hereof to each Party and the Deposit to the Seller.

Deliveries at the Closing. The Seller shall have delivered to ------------------------- the Purchaser at the Closing all of the documents required to be delivered hereunder.