Deliveries by the Seller Parties. At the Closing, the Seller Parties shall deliver, or cause to be delivered, to the Buyer the following:
Deliveries by the Seller Parties. Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and agreements of Acquiror contained herein and in consideration of the Purchase Price to be paid to Seller, the Seller Parties agree to deliver (or cause to be delivered) to Acquiror at the Closing on the Closing Date the following agreements and documents, all satisfactory in form and substance to Acquiror and its legal counsel:
Deliveries by the Seller Parties. The Seller Parties shall deliver to Gadsden Realty Investments, the following:
Deliveries by the Seller Parties. (i) if the Offshore Sale Toggle Event has not occurred,
Deliveries by the Seller Parties. (i) Two Business Days prior to the Closing, the Company shall prepare and deliver to Solera a certificate setting forth a good faith estimate of (A) the amount of all outstanding Indebtedness of Newco, the Company and its Subsidiaries as of the Closing, and (B) Available Cash. (ii) At the Closing, WCAS SRS shall deliver to Solera share certificates representing the WCAS SRS Sale Shares, together with duly executed stock powers assigning such WCAS SRS Sale Shares to Solera or its designee. (iii) At the Closing, Newco shall deliver to Solera or its designee share certificates representing the Newco Issuance Shares. (iv) At the Closing, WCAS SRS and Newco shall deliver to Solera a Stockholders Agreement, in the form attached as Exhibit A, subject to modification to reflect changes contemplated by Section 4.12(b), and dated as of the Closing Date (the “Stockholders Agreement”), duly executed by WCAS SRS and Newco. ‑3‑ (v) At the Closing, WCAS SRS and Newco shall deliver to Solera a Registration Rights Agreement, in the form attached as Exhibit B and dated as of the Closing Date (the “Registration Rights Agreement”), duly executed by WCAS SRS and Newco. (vi) At the Closing, WCAS SRS shall deliver to Solera, an affidavit, sworn under penalties of perjury, stating that WCAS SRS is not a “foreign person” as defined in Section 1445 of the Code, dated as of the Closing Date and in form and substance required under Treasury Regulations issued pursuant to Section 1445 of the Code. (vii) At the Closing, the Company shall deliver to Solera an executed termination agreement, in form and substance reasonably satisfactory to Solera, with respect to each Affiliate Contract, except for those Affiliate Contracts set forth in Section 1.3(a)(vii) of the Disclosure Schedule. (viii) At the Closing, WCAS SRS, Newco and the Company shall deliver to Solera the executed contribution and exchange agreement dated as of the Closing Date pursuant to which the Newco Contribution shall occur. (ix) At the Closing, Newco shall deliver to WCAS that certain letter agreement with respect to VCOC management rights dated as of the Closing Date (the “Management Rights Letter”). (x) At the Closing, Newco and WCAS SRS shall deliver that certain letter agreement with respect to the pass-through of certain rights to Solera dated as of the Closing Date (the “Side Letter”). (b)
Deliveries by the Seller Parties. At or prior to the Closing, the Sellers and Shareholders, as the case may be, shall deliver or cause to be delivered the following documents and items to the Purchaser:
Deliveries by the Seller Parties. (i) Two Business Days prior to the Closing, the Company shall prepare and deliver to Solera a certificate setting forth a good faith estimate of (A) the amount of all outstanding Indebtedness of Newco, the Company and its Subsidiaries as of the Closing, and (B) Available Cash.
Deliveries by the Seller Parties. At or prior to the Closing, the Seller Parties shall deliver, or cause to be delivered, to Buyer the following items: (i) Release letters, each in customary (with a view to effecting the releases as referenced in the following) form and substance acceptable to a reasonable buyer under the same circumstances and in the same position as Buyer, duly executed by the person(s) authorized to act on behalf of the relevant lenders, each indicating that, upon Closing the Company (after giving effect to the Reorganization) shall be released and discharged from all liabilities and obligations under the Indebtedness identified in Section 2.1(c)(i) of the Disclosure Schedules, and all Liens encumbering assets or shares of the Company (after giving effect to the Reorganization, and other than assets exclusively forming part of the Carve-Out Items or Carve-Out Shares) related to the Indebtedness identified in Section 2.1(c)(i) of the Disclosure Schedules shall be released, discharged, terminated and/or retransferred, as applicable, at the latest upon the Closing and in each case subject to any statutory Law notarization, filing or (de-)registration requirements or waiting periods (such letters, collectively with all other release documentation provided thereunder evidencing the release of guarantees and Liens with respect to such Indebtedness, the “Release Letters”); (ii) a Stock Power and a certificate representing the Shares, each duly executed by Seller;
Deliveries by the Seller Parties. At the Closing, each Seller shall deliver to Buyer (or its designated direct or indirect wholly owned subsidiary or subsidiaries) (i) duly executed share transfers or certificates, or a legally applicable instrument showing ownership, in each case in a form suitable for transfer, representing the Shares Owned by such Seller free and clear of any Liens, with all necessary stock transfer tax stamps attached thereto, and (ii) all documents required to be delivered by such Seller pursuant to Article VII.
Deliveries by the Seller Parties. At the Closing, the Seller Parties and Parent (as applicable) shall execute and deliver the following:
