DELIVERIES TO BE MADE BY SELLER AT THE CLOSING Sample Clauses
DELIVERIES TO BE MADE BY SELLER AT THE CLOSING. At the Closing, Seller and/or the Shareholders, as the case may be, shall deliver the following to Buyer:
(a) possession of the Purchased Assets;
(b) a bill of sale substantially in the form provided in Exhibit A and/or assignments as appropriate in a form reasonably satisfactory to Seller and Buyer conveying title to the Purchased Assets from Seller to Buyer, free and clear of any and all Liens;
(c) such other documents of assignment and transfer as may be reasonably required to vest in Buyer all right, title, and interest of Seller in and to the Purchased Assets;
(d) an assignment and assumption agreement substantially in the form provided in Exhibit B relating to the Assumed Contracts in a form reasonably satisfactory to Seller and Buyer (the “Assignment and Assumption Agreement”);
(e) certified copies of the resolutions of the Sole Shareholder and board of directors of Seller authorizing the execution and delivery of this Agreement and of all documents contemplated hereby;
(f) a certificate from the Secretary of State of the State of Delaware dated as of a recent date (not more than ten (10) days prior to the Closing Date) to the effect that Seller is validly existing in the State of Delaware;
(g) an executed certificate of Seller and the Sole Shareholder to the effect that, as of the Closing Date, all of the representations and warranties of Seller and the Sole Shareholder contained in this Agreement are true and correct in all respects and that all of the covenants and agreements of Seller and the Sole Shareholder contained in this Agreement to be performed or satisfied prior to the Closing Date have been performed or satisfied prior to the Closing Date; and
(h) such other documents as shall be reasonably requested by Buyer or its counsel in connection with the transactions contemplated by this Agreement.
DELIVERIES TO BE MADE BY SELLER AT THE CLOSING. Section 9.1. Seller shall deliver or cause to be delivered to Purchaser on the Closing Date concurrently with the execution of this Agreement, the following (collectively, the "Seller Deliveries"):
9.1.1 A duly executed and acknowledged Special Warranty Deed (the "Deed") in the form of Exhibit B.
DELIVERIES TO BE MADE BY SELLER AT THE CLOSING. Section 9.1. As provided above, the transactions contemplated by this Agreement include (a) Seller's agreement to convey to CBTIILP all of Seller's right, title and interest in and to the Property, (b) CBTIILP's agreement to contribute to Big Tex all of CBTIILP's right, title and interest in and to the Property, and (c) Big Tex's agreement to contribute to Purchaser all of Big Tex's right, title and interest in and to the Property. For the purposes hereof, the Parties acknowledge and agree that all references in this Article 9 to "Seller Deliveries" (as hereinafter defined) and in Article 10 to "Purchaser Deliveries" (as hereinafter defined) are intended in each instance to refer also to the delivery on the Closing Date by CBTIILP and Big Tex respectively of such substantially similar documents and agreements (and of the consideration set forth in Section 3.1 hereof) as necessary to consummate the transactions described herein in accordance with the terms and conditions hereof. In this regard, the Parties further acknowledge that the forms of certain closing documents, referenced below and attached as exhibits hereto, were prepared in a form showing transfers from "Seller" to "Purchaser," and agree that such forms shall be revised for delivery at Closing as necessary to reflect the specific transactions that are the subject of this Agreement. Subject in all respects to the foregoing provisions of this Section 9.1, Seller shall deliver or cause to be delivered to Purchaser on the Closing Date concurrently with the execution of this Agreement, the following (collectively, the "Seller Deliveries"):
9.1.1 A duly executed and acknowledged Special Warranty Deed (the "Deed") in the form of Exhibit B.