Deliveries of Seller Clause Samples

Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l)

Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to Purchaser: (i) the Assignment of RFS Interests duly executed by Seller; (ii) the Termination Agreement duly executed by Seller and RFS; and (iii) Seller’s RFS Closing Certificate. (b) At the RFCIL Closing, Seller shall deliver to Purchaser: (i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate); (ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose; (iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and (iv) Seller’s RFCIL Closing Certificate. (c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby. (d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer: (a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located. (b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (c) A warranty deed customary in the State of Ohio and a b▇▇▇ of sale (with general warranty of title) and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens. (d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section. (e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing. (f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement. (g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller. (h) All third-party consents described in Section 7.12. (i) A Transition Period Sublease, if applicable, duly executed by Seller. (j) The Guaranty, duly executed by M▇▇▇▇▇▇ ▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇▇ and P▇▇▇▇▇ ▇▇▇▇▇▇▇, in the form attached hereto as Exhibit J. (k) The Intellectual Property License, duly executed by Seller in the form attached hereto as Exhibit N. (l) Any historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in a way that accurately depicts the ...

Deliveries of Seller. At the Closing, Seller will execute and deliver or cause to be executed and delivered to Buyer the following: (a) (1) a certificate of the Secretary of Seller as to (i) copies of resolutions of its managers or Board of Directors, or its member(s), as the case may be, authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the sale of the Assets in accordance with the terms hereof; (ii) a Certificate of Good Standing of Seller issued by the Secretary of State of such Seller’s formation; and (iii) incumbency and specimen signatures with respect to its authorized representatives executing this Agreement and any Transaction Documents and (2) a certificate of the Secretary of Seller’s parent identified in Section 10.16 as to copies of resolutions of its managers or Board of Directors or its members, as the case may be, authorizing and approving the sale of the Assets in accordance with the terms hereof; (b) any required third party consents, filings, and certificates from Seller or any third party (including, any Governmental Authority) relating to the transfer of the Assets; (c) all applicable documentation releasing Liens covering, concerning or relating to the Assets, in form and substance reasonably acceptable to Buyer; (d) Cash Sale with warranty of title, fully executed by Seller in recordable form, conveying good and indefeasible title to the Real Property and all improvements to Buyer; (e) General ▇▇▇▇ of Sale and Assignment, fully executed by Seller, transferring good title to all tangible assets constituting the Assets (other than the Real Property) to Buyer; (f) Assignments of Assumed Contracts, fully executed by Seller, assigning all right, title and interest of Seller in and to the Assumed Contracts to Buyer; (g) Certificate of Seller certifying that all representations and warranties contained in this Agreement are truthful, accurate and complete as of the Closing Date, along with an update to any of the Schedules attached hereto in a manner acceptable to Buyer in its sole discretion; (h) such other documents and instruments as Buyer or its counsel reasonably shall deem necessary to consummate the transactions contemplated hereby; (i) a possession/lien affidavit as required by the Title Company to remove the standard exceptions on the title policy; and (j) an owner’s title insurance policy in the amount of the Purchase Price issued by the Title Company insuring Buyer that Buyer is acquiring the Real Pro...

Deliveries of Seller. At the Closing, Seller shall deliver to Masimo each of the following: (a) all consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a); (b) an executed ▇▇▇▇ of Sale; (c) an executed General Assignment and Assumption Agreement; (d) an executed Assignment of Patents; (e) an executed Assignment of Trademark; (f) an Executive Employment Agreement, executed by ▇▇▇▇▇▇ ▇▇▇▇▇; (g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”); (h) a Noncompetition Agreement, executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Noncompetition Agreement”); (i) a written opinion from Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated the Closing Date and addressed to Masimo; (j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller; (k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (l) evidence of marketing approval from the United States Federal Drug Administration for Androflo; (m) a transferable, fully paid, excl...

Deliveries of Seller. At the Closing, Seller shall deliver to Buyer all of the following:

Deliveries of Seller. At the closing of the transactions contemplated hereby (the "Closing"), Seller shall deliver to Purchaser the following, all of which shall be in a form satisfactory to counsel to Purchaser: (a) a copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements; (b) a certificate of the Secretary of Seller certifying as to the incumbency of the directors and officers of Seller, certifying as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Seller, and certifying that certain documents provided to Purchaser, including Seller's incorporation documents, Bylaws and the resolutions referred to in subsection (a) above, are true and correct copies of the originals thereof; (c) a certificate of the President of Seller, dated as of the Closing Date, as to (i) the truth and correctness of the representations and warranties of Seller contained herein; (ii) the performance of and compliance by Seller with all covenants contained herein; and (iii) the satisfaction of all conditions precedent of Seller contained herein; (d) a certificate, dated within 10 days of the Closing Date, of the Secretary of the State of Delaware establishing that Seller is in existence and is in good standing to transact business in its state of incorporation; (e) an opinion of counsel to Seller opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Seller, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Purchaser; (f) a Bill of Sale in the form of EXHIBIT 8.1(F); (g) an Assignm▇▇▇ and Assumption Agreement in the form of EXHIBIT 8.1(G); (h) an Escrow Agreement substantially in the form of EXHIBIT 8.1(H) and subject to the mutual agreement of the parties thereto; (i) all authorizations, consents, approvals, permits and licenses referred to in SECTIONS 2.3 and 2.5; (j) an Investor Questionnaire and Lock-Up Agreement executed by each Receiving Party; (k) the Registration Rights Agreement in the form of EXHIBIT 1.4(A); and (l) such other instruments and documents as reasonably requested by Purchaser to carry out and effect the purpose and intent of this Agreement.

Deliveries of Seller. Seller shall have delivered, or be standing ready to deliver, to Buyer, the documents required to be delivered by Seller pursuant to Section 2.3.

Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (a) a ▇▇▇▇ of Sale duly executed by Seller in substantially the form of EXHIBIT A attached hereto; (b) title to those vehicles and trailers listed on SCHEDULE1.1