Purchaser's Documents Sample Clauses
The 'Purchaser's Documents' clause defines the types of documents and information that the purchaser is required to provide to the seller or other parties involved in a transaction. Typically, this includes items such as proof of funds, corporate authorizations, or other documentation necessary to complete due diligence or satisfy contractual conditions. By specifying these requirements, the clause ensures that the seller receives all necessary assurances and paperwork in a timely manner, thereby facilitating a smooth transaction and reducing the risk of delays or misunderstandings.
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Purchaser's Documents. In addition to the Purchase Price and any other amounts due Seller hereunder, Purchaser shall deliver or cause to be delivered to Seller on the Closing Date the following documents:
(i) Copies of Purchaser's Articles of Incorporation and By-Laws, certified Resolutions of Purchaser's Board of Directors authorizing the transaction contemplated herein, and current (not later than fifteen (15) days prior to the Closing) good standing certificates issued by the Secretary of State of the State of New York and the Secretary of State of Purchaser's state of incorporation, in form reasonably satisfactory to the Title Company;
(ii) A duly executed and acknowledged counterpart of the Lease, and, if Purchaser shall so desire, a memorandum thereof reasonably satisfactory to Seller and Purchaser, in proper form for recording which, in addition to the demised premises refers to Purchaser's rights and interests in and to, and Seller's obligations to Purchaser with respect to, other property at the World Trade Center;
(iii) Duly executed and acknowledged counterparts of the Assignment and Assumption of Tenant Leases, Etc. wherein Purchaser shall assume all Seller's obligations under the Tenant Leases, Hotel Contracts, Equipment Leases and Licenses, from and after the Closing Date, it being understood that Purchaser is not assuming any written or oral leases, agreements, or licenses unless the same are listed in a schedule to this Agreement or have been entered into in the ordinary course of business in accordance with the provisions of Paragraph 10 hereof, provided that Purchaser shall not be required to assume any such lease, agreement, or license which pursuant to the provisions of Paragraph 10 are explicitly made subject to Purchaser's consent unless the same have been consented to by Purchaser in writing.
(iv) A duly executed assumption of all those accounts payable and other liabilities described in Paragraph 7 hereof to be incurred by Purchaser in accordance with this Agreement (the "Assumption of Liabilities");
(v) The Security Agreement duly executed;
(vi) A certified copy of a resolution of the Board of Directors of Purchaser authorizing the Transaction, and certification from the Secretary of Purchaser that such resolution remains in full force and effect on the Closing Date, and has not been rescinded or modified in any way.
(vii) An opinion of Purchaser's counsel in form reasonably satisfactory to Seller as to the due authorization and valid execution of this A...
Purchaser's Documents. (a) MAI Appraisal;
(b) Verification of zoning classification; and
(c) Verification of utility services.
Purchaser's Documents. 13.1 Purchaser reserves title to all industrial property rights and copyright to all documents physically or electronically transmitted to Supplier. Purchaser retains title to all drawings, standards, guidelines, analysis methods, formulas and other documents that are transmitted by Purchaser to Supplier for the manufacture of the item to be delivered. Purchaser’s documents are also covered by the requirements set forth in Section 24. The documents to which Purchaser retains title and/or that contain its business and operating secrets in drawings, standards, guidelines, analysis methods, formulas and other documents may be used, copied or made accessible to third parties by Supplier only for Purchaser’s contractually stipulated purposes. Other requirements apply only with written consent of Purchaser. On request, all copies and reproductions that are necessary for the performance of the Agreement or are no longer required under statutory retention obligations must be immediately returned to Purchaser and/or - in the case of electronic documents - deleted.
13.2 Documents of all types that are required by Purchaser for the use, setup, erection or installation, processing, storage, operation, maintenance, inspection, service and repair of the items supplied must be made available by Supplier promptly, unsolicited and free of charge.
13.3 Purchaser’s internal standards (company standards) and guidelines must be requested by Supplier in good time, to the extent that they have not already been made accessible or transmitted.
13.4 Documents transmitted by Purchaser must be returned unsolicited and/or - in the case of electronic documents - deleted by Supplier, subject to the obligation set forth in Section 14 and/or existing statutory retention obligations, not later than at the time of the completion of the order.
Purchaser's Documents. (i) a share certificate representing the Consideration Shares registered in the name of the Vendor.
Purchaser's Documents. At Closing, Purchaser shall execute and/or deliver to Seller the following documents: 7.
3.1 An assignment of leases and rental agreements, as described in 7.2.4 hereof, and which shall include Purchaser's assumption of the obliga- tions of the Lessor thereunder.
Purchaser's Documents. At the Closing, and as a condition precedent to Seller's obligations under this Agreement, Purchaser, in addition to delivering all other items required under this Agreement to be delivered by Purchaser, shall deliver to Seller documents, in form and substance reasonably acceptable to Purchaser and Seller, (i) authorizing the execution and delivery by Purchaser of this Agreement and of the documents required to be executed and delivered by Purchaser pursuant to this Agreement,
Purchaser's Documents. Purchaser shall deliver or cause to be delivered to Seller:
12.2.2.1 The amounts required to be paid to Seller pursuant to this Agreement.
12.2.2.2 Confirmation of the existence and subsistence of Purchaser, and the authority of those executing for Purchaser, including, without limitation, the following documents issued no earlier than thirty (30) days prior to Closing: a certificate from the secretary of Purchaser confirming the incumbency of the signatories and the current force and effect of the resolution authorizing their execution of the documents required under this Agreement.
12.2.2.3 ▇▇▇▇ of Sale referenced in Section 12.2.1.2.
12.2.2.4 Assignment of Contract Documents referenced in Section 12.2.1.4.
12.2.2.5 Assignment of Leases referenced in Section 12.2.1.5.
Purchaser's Documents. At Closing, the Purchaser shall deliver or cause to be delivered to the Seller:
Purchaser's Documents. Simultaneously with the execution and delivery of this Agreement, Purchaser has delivered to the Company a certificate of its corporate secretary, certifying as to (1): the Company's current Certificate of Incorporation, as amended, duly certified by the appropriate regulatory authority of France, (2) the Purchaser's current by- laws, as amended, and (3) the power of attorney executed by the Chairman of the Purchaser appointing certain individuals to execute this Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby.
Purchaser's Documents. 12.1 Purchaser reserves title to all industrial property rights and copyright to all documents physically or electronically transmitted to Supplier. Purchaser retains title to all drawings, standards, guidelines and other documents that are transmitted by Purchaser to Supplier for the manufacture of the item to be delivered. The documents to which Purchaser retains title may only be used only for Purchaser’s contractually stipulated purposes. Other requirements apply only with written consent of Purchaser. On request, all copies and reproductions that are necessary for the performance of the Agreement or are no longer required under statutory retention obligations must be immediately returned to Purchaser and/or - in the case of electronic documents - deleted.
12.2 Documents of all types that are required by Purchaser for the use, setup, erection or installation, processing, storage, operation, maintenance, inspection, service and repair of the items supplied must be made available by Supplier promptly, unsolicited and free of charge.
12.3 Documents transmitted by Purchaser must be returned and/or deleted by Supplier, not later than at the time of the completion of the order except otherwise stipulated by lose.