Deliveries by Seller Clause Samples

Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (i) a certificate or certificates evidencing the CMG Interests, along with such documentation as may be reasonably required to evidence that such CMG Interests have been duly assigned or transferred to Buyer; (ii) a certificate or certificates evidencing the Shares of CIH along with a duly executed transfer into the name of Buyer or as it may direct in respect of all of the Shares; (iii) an irrevocable power of attorney in a form agreed between the parties executed by RCI Europe to enable Buyer (during the period prior to the registration of the transfer of the Shares) to exercise all voting and other rights attaching to the Shares; (iv) with respect to (A) CMG and its Subsidiaries, corporate minute books and stock register/transfer ledger of CMG to the extent not held at the Real Properties, and (B) CIH and its Subsidiaries, the certificates of incorporation, common seal (if applicable), statutory registers, minute books, share certificate books and, to the extent not held at the Real Properties, books of account and all other books (each certified by the secretary of the relevant company as being duly written up to date); (v) the Patent Licenses, duly executed by Seller and the Companies; (vi) the Master Transition Services Agreement, duly executed by Seller and the Companies; (vii) the New Inter-Company Agreements, duly executed by Seller and the Companies; (viii) a certificate of an officer of each of Seller, CMG and CIH, dated as of the Closing Date, certifying (A) such Person’s Organizational Documents; (B) the incumbency of each officer executing this Agreement and the Ancillary Agreements, as applicable, to which it is a party and any other agreement, document or instrument contemplated hereby or thereby on behalf of such Person to which it is a party; and (C) the resolutions of Seller, CMG and CIH’s board of directors or other applicable governing body and shareholders, if applicable, approving this Agreement and the Ancillary Agreements and all other agreements and documents contemplated hereby and thereby; (ix) certificates of the Secretaries of State or other applicable office or Governmental Entity in states or countries in which CMG and CIH is organized and qualified to do business, dated as of a date not more than thirty (30) Business Days prior to the Closing Date, certifying as to the good standing of each CMG and CIH; provided, however, that with respect to any non-...

Deliveries by Seller. Prior to or on the Closing Date, Seller shall deliver to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:

Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following: (1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets; (2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a); (3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale; (4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction; (5) a receipt for the Cash Purchase Price; (6) all Consents received by Seller through the Closing Date; (7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and (8) such other documents as Buyer may reasonably request.

Deliveries by Seller. At or before the Closing, Seller shall deliver to Buyer the following (duly executed where appropriate):

Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser: (i) the Member Interest; (ii) the officer's certificate contemplated by Section 5.1(e); (iii) copies, certified by the Secretary or Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby; (iv) a certificate of the Secretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by Seller in connection herewith; (v) a recent certificate of good standing with respect to each of Seller and the Company issued by the Secretary of State of Delaware; (vi) documents evidencing (A) a sale-leaseback transaction, entered into on terms provided by Purchaser and reasonably satisfactory to Seller between the Company and Bank of America N.A. in accordance with the term sheet attached hereto as Schedule 1.7(a)(vi), relating to the owned propane tanks of the Company, which transaction yielded net proceeds of $135,000,000 to the Company and (B) the dividend of such amount to Seller; (vii) an assignment of the pipeline allocations attributable to the Company's propane volumes to the extent such can be assigned to Purchaser, and to the extent not so assignable, Seller shall provide to Purchaser the practical economic benefit of such allocation; (viii) documents evidencing (A) a loan transaction, entered into on terms provided by Purchaser and reasonably satisfactory to Seller relating to a borrowing by the Company of not less than $183,000,000 from Bank of America, N.A. in accordance with the term sheet attached hereto as Schedule 1.7(a)(viii), and (B) the dividend of $122,500,000 of such proceeds to Seller; and (ix) such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith (including the Transition Services Agreement, a registration rights agreement, a Senior Unit representation letter between Purchaser and Seller, and evidence of the General Partner's authorization, on behalf of Purchaser, of the Senior Units, in form and substance sat...

Deliveries by Seller. At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser the following: (i) an instrument of assignment from CPI which is in a form sufficient to evidence and effect the valid transfer of full title to the Purchased Shares free and clear of all Encumbrances and all of the original issued and outstanding Purchased Shares stock certificates; (ii) the minute books, company records and files of the Companies and the records of COSI PUNA related to the Transferred Employees (as permitted by Applicable Laws) and those related to the operation and maintenance of the Plant; provided, however, that Seller shall not be required to deliver any of the foregoing to Purchaser to the extent that the same would (A) violate any court or administrative order, (B) disclose information about the activities of Seller, COSI PUNA or any of their Affiliates (other than the Companies) that is unrelated to the Companies, the Business or the Plant, or (C) disclose proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy or natural gas price curves or projections, or other economic predictive models; (iii) those documents required to be delivered to Purchaser by Seller pursuant to ARTICLE 10; (iv) evidence of termination of the O&M Agreement. the Credit Documents and the Intercompany Arrangements, reasonably satisfactory to Purchaser; (v) a listing as of the Closing Date of (A) the amounts accrued, (B) the amounts actually paid, and (C) any remaining amounts anticipated to be incurred but not yet accrued or paid, by any of the Companies in connection with the repairs contemplated by Item 1 of Schedule 5.19; and (vi) any other documents or instruments as may be reasonably necessary to effect the Transactions to the extent reasonably requested by Purchaser of Seller.

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

Deliveries by Seller. At the Closing, Seller shall deliver to Buyer (duly executed where appropriate): (a) resolutions of the Board of Directors of Seller and the Board of Directors and Shareholders of each of the Companies, which shall be in full force and effect as of the Effective Date, authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated herein; (b) a ▇▇▇▇ of sale for the Acquisition Assets in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies; (c) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) for the assignment and assumption of the Contracts or, in lieu thereof, subcontracting agreements (the “Subcontracting Agreements”) in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies; (d) Noncompetition Agreements executed by Seller and the Companies; (e) title documents for the Vehicles, Equipment and Machinery; (f) the Real Estate Leases executed by the applicable Landlord or Sublandlord, as the case may be; (g) such other documents as may be reasonably necessary to effect the closing of the transactions contemplated in this Agreement.

Deliveries by Seller. On the Closing Date, Seller shall deliver, or shall cause to be delivered, to Purchaser the following: (a) duly executed Bill of Sale; (b) duly executed Deeds conveying the real p▇▇▇▇rty interests constituting each of the Purchased Assets listed on Schedule 2.1 hereto; (c) evidence, reasonably satisfactory to Purchaser, of the obtaining of the Seller Required Consents, which consents will be in full force and effect on the Closing Date; and (d) all such other assignments and other instruments of assignment, transfer or conveyance, together with books and records related to the Purchased Assets, as Purchaser may reasonably request or as may be otherwise necessary or desirable to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets.