Delivery of Instruments at the Closing Sample Clauses

Delivery of Instruments at the Closing. At the Closing, Seller shall execute and deliver to Purchaser and Purchaser shall deliver to Seller an Assignment and Assumption Agreement (the "Assignment Agreement"), which conveys to Purchaser on the Closing Date all of Seller's rights, title and interest in and to the Subject Assets, free and clear of all Liens, and under which Purchaser shall assume the liabilities to be assumed by Purchaser hereunder. Said Assignment Agreement shall be in the form of Exhibit 3.2 attached hereto, dated as of the Closing Date, and shall be appropriately completed and duly executed. Purchaser and Seller shall, at or prior to the Closing, execute and deliver all such additional instruments, documents or certificates as may be necessary for the consummation of the Closing of the transactions contemplated by this Agreement. Seller shall have also delivered such other documents and instruments as required under Article 7.
Sample 1
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Delivery of Instruments at the Closing. At the Closing, Seller shall execute and deliver to Purchaser and Purchaser shall deliver to Seller an Assignment and Assumption Agreement (the "Assignment Agreement"), which conveys to Purchaser on the Closing Date all of Seller's rights, title and interest in and to the Subject Assets, free and clear of all Liens, and under which Purchaser shall assume the liabilities to be assumed by Purchaser hereunder. Said Assignment Agreement shall be in the form of Exhibit 3.2 attached hereto, dated the Closing Date, and shall be appropriately completed and duly executed. Seller shall deliver to Purchaser Form UCC-1 financing statements under the Uniform Commercial Code as in effect in the jurisdictions of the principal executive offices of Seller and Purchaser, executed by Seller and Form UCC-3 executed by the secured party in whose favor Seller has executed a financing statement with respect to the Subject Assets and/or their proceeds, terminating such financing statement or releasing the Subject Assets from the property described therein, and a separate release executed by such secured party of all of its right, title and interest in or to the Subject Assets. Purchaser and Seller shall, at or prior to the Closing, execute and deliver all such additional instruments, documents or certificates as may be necessary for the consummation of the Closing of the transactions contemplated by this Agreement. Seller shall have also delivered such other documents and instruments as required under Article 7.
Sample 1

Related to Delivery of Instruments at the Closing

  • Delivery of Instruments, etc Upon request by the Lender, the Borrower will promptly deliver to the Lender in pledge all instruments, documents and chattel papers constituting Collateral, duly endorsed or assigned by the Borrower.

  • Delivery of Instruments The Securities Administrator shall furnish to each Holder, upon request, copies of this Trust Agreement, without attachments, applicable to the Certificate(s) held by such Holder.

  • Delivery of the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • Documents at Closing At the Closing, the following documents shall be delivered:

  • Delivery of Instruments and Chattel Paper If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • Delivery of Closing Documents Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

  • Deliveries at the Closing At the Closing:

  • Execution and Delivery of Closing Documents Seller shall have executed and acknowledged, as appropriate, and shall be ready, willing and able to deliver to Buyer all of the documents described in Section 9.03.

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