Deliveries at the Closing Sample Clauses

Deliveries at the Closing. At the Closing and simultaneously with the other Party’s deliveries hereunder and the effectiveness of this Agreement: (i) The Buyer and Seller each shall deliver a duly executed and acknowledged (if appropriate) Leased Real Property transfer document substantially in the form attached hereto as Exhibit C. (ii) The Seller and its relevant Affiliates shall deliver a Xxxx of Sale substantially in the form attached hereto as Exhibit D. (iii) The Seller and its relevant Affiliates and the Buyer each shall deliver a duly executed and acknowledged (if appropriate) Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit E. (iv) The Seller and each Affiliate of the Seller that is selling and assigning Acquired Assets pursuant to this Agreement shall deliver duly executed Tax Certificate(s) substantially in the form attached hereto as Exhibit F. (v) The Buyer and Seller each shall deliver the duly executed Servicing Agreement substantially in the form attached hereto as Exhibit G. (vi) The Seller shall deliver the Transfer Documents, including instruments of conveyance sufficient to transfer title to the OREO Properties. (vii) The Seller shall deliver the update to §1.2 of the Disclosure Schedule contemplated in §5(k) of this Agreement. (viii) The Seller shall deliver the duly executed certificates contemplated in §§6(b)(i), (ii) and (iii) of this Agreement. (ix) The Buyer shall deliver the duly executed certificates contemplated in §§6(c)(i), (ii) and (iii) of this Agreement. (x) The Buyer and Seller each shall execute and deliver the transfer of Seller’s SBA 750 Authority, if permitted by the SBA. (xi) The Buyer and Seller each shall execute and deliver the transfer of Seller’s SBA PLP Authority, if permitted by the SBA. (xii) The Buyer and Seller each shall execute and deliver the transfer of Seller’s Connecticut BIDCO Authority, if permitted by the Connecticut State Banking Authority. (xiii) The Buyer shall deliver the payment of an amount equal to the Benchmark Net Worth. (xiv) The Buyer shall deliver to the Seller evidence of the release and satisfaction of the Existing Facility satisfactory to the Buyer.

Deliveries at the Closing. In addition to the other requirements set forth herein, at the Closing: (a) The Company shall cause each of the following to be delivered to Parent: (i) instruments evidencing the resignation of all directors and officers of the Company; (ii) General Releases from each officer and/or director of the Company, as well as each Shareholder who is not an officer or director of the Company, duly executed by the applicable releasor; (iii) a certificate duly executed by the Secretary of the Company certifying as to: (A) the full force and effect of resolutions of its board of directors and shareholders attached thereto as exhibits evidencing the authority of the Company to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the organizational documents of the Company attached thereto as exhibits; and (C) the incumbency and signature of the officers of the Company who have executed the Transaction Documents to which the Company is a Party; (iv) certificates from appropriate government officials (each dated as of a recent date) certifying as to the good standing of the Company in its jurisdiction of organization and in each jurisdiction in which it is qualified to conduct business as a foreign corporation; (v) the FIRPTA Certificate called for by Section 5.7(p); and (vi) all other customary instruments and documents in transactions of this kind reasonably requested by Parent. (b) Parent shall cause each of the following to be delivered to the Shareholders: (i) a certificate of Parent, duly executed by Parent, regarding compliance by the Parent with its covenants and the truth and accuracy of its representations and warranties in this Agreements, in each case as of Closing; (ii) a certificate duly executed by the Secretary (or Assistant Secretary) of Parent certifying as to: (A) the full force and effect of resolutions of its board of directors attached thereto as exhibits evidencing the authority of Parent to consummate the transactions contemplated by the Transaction Documents to which it is a Party; (B) the full force and effect of the certificate of incorporation and bylaws of Parent attached thereto as exhibits; and (C) the incumbency and signature of the officers of Parent who have executed the Transaction Documents to which Parent is a Party; (iii) a certificate from an appropriate government official (dated as of a recent date) certifying as to the good standing of Parent, Merger Subsi...

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 xxxx 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. At the Closing, (i) Sellers will deliver to Buyer the various instruments and documents referred to in Section 7(a) below, (ii) Buyer will deliver to Sellers the various instruments and documents referred to in Section 7(b) below (including the Buyer Notes), (iii) Sellers will deliver to Buyer stock certificates representing all of the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents and (iv) Buyer will deliver to Sellers the consideration specified in Section 2(b) above for the outstanding Company Shares.

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 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. (a) At the Closing, Seller Parties will deliver to Buyer: (i) the Xxxx of Sale, duly executed by each Seller; (ii) the Assignment and Assumption Agreement, duly executed by each Seller Party; (iii) certificates representing the total issued and outstanding equity interests of each Subsidiary, duly endorsed to Buyer or accompanied by duly executed stock powers; (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by each Seller, as applicable; (v) a certificate of each Seller Party’s non-foreign status as set forth in Treasury Regulation 1445-2(b); (vi) a certificate of the secretary of each Seller Party, in form and substance reasonably satisfactory to Buyer, certifying (A) that attached thereto are true, correct and complete copies of (1) the certificate or articles of incorporation (or equivalent organizational document) of such Seller Party, certified as of a recent date by the Secretary of the state of such Seller Party’s jurisdiction of incorporation and that there have been no amendments to the certificate or articles of incorporation (or equivalent organizational document) of such Seller Party since such date, (2) the bylaws (or equivalent organizational document) of such Seller Party, (3) resolutions duly adopted by the board of directors of such Seller Party authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (4) a certificate of existence or good standing as of a recent date of each Seller Party from the state of such Seller Party’s jurisdiction of incorporation, (B) that the resolutions referenced in subclause (A)(3) are still in effect and (C) as to the incumbency and signatures of the officers of such Seller Party executing each Transaction Document to which such Seller Party is a party; (vii) a certificate of the secretary of each Subsidiary, in form and substance reasonably satisfactory to Buyer, certifying that attached thereto are true, correct and complete copies of (1) the articles of incorporation or articles of formation of such Subsidiary, certified as of a recent date by the Secretary of State of such Subsidiary’s jurisdiction of organization, and that there have been no amendments to the articles of incorporation or articles of formation of such Subs...

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, (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. At the Closing, (i) the Seller will deliver to the Buyer the various certificates, instruments, and documents referred to in ss.6(a) below; (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents referred to in ss.6(b) below; (iii) the Seller will execute, acknowledge (if appropriate), and deliver to the Buyer assignments, bills of sale such other instruments of sale, transfer, conveyance and assignment as the Buyer and its counsel reasonably may request; (iv) the Buyer will execute, acknowledge (if appropriate), and deliver to the Seller an assumption and such other instruments of assumption or conveyance of the PCRV Shares as Seller and its counsel reasonably may request; and (v) the Buyer will deliver to the Seller the Purchase Price specified in ss.2(c) above.