Sellers and Shareholders Closing Deliveries Sample Clauses

Sellers and Shareholders Closing Deliveries. 7.1.1 Seller shall deliver (i) all authorizations, consents, waivers and approvals as may be required in connection with the assignment of those Contracts to be assigned to Buyer pursuant hereto, in form and substance reasonably acceptable to Buyer in its sole discretion, and (ii) a certificate of compliance with respect to Seller issued by Industry Canada.
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Sellers and Shareholders Closing Deliveries. At the Closing Seller and Shareholders shall deliver to the Buyer: (i) a duly executed copy of the Consulting Agreement (as defined in Section 1.8); (ii) a duly executed bill of sale relating to the Assets, reasonably satisfactory in form xxx substance to Buyer; (iii) a duly executed assignment relating to the Contracts, reasonably satisfactory in form and substance to Buyer; (iv) a duly executed copy of an assignment and assumption agreement pertaining to the Assumed Liabilities; (v) any consents necessary pursuant to SCHEDULE 1.2.6; (vi) all such other instruments as shall be reasonably requested by the Buyer to vest fully in the Buyer good and indefeasible title to the Assets; and (vii) a favorable opinion of counsel, dated the Closing Date, from Page, Murphree, Byerly & Hansen, P.L.L.C., counsel to Seller, in form and xxxxxxxxe xxxxxxactxxx xx Henley, to the effect that (a) Seller has been duly incorporated and xx xxlidly existing as a corporation in good standing under the laws of the State of Texas and is qualified to transact business in every jurisdiction in which the nature of Seller's contacts requires such qualification, (b) this Agreement and the Ancillary Agreements have been duly authorized, executed and delivered by, and are the legal, valid and binding obligation of the Seller and Shareholders and are enforceable against the Seller and Shareholders in accordance with their terms, except as enforceability may be limited by (1) equitable principles of general applicability or (2) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally; (c) the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Seller, and the consummation of the transactions contemplated in the Agreement, will not constitute a breach or violation of, or default under, the Articles of Incorporation or Bylaws of the Sellers or any Laws applicable to the Seller, or violate or conflict with or result in breach of, or constitute a default under (or an event which with notice or lapse of time or both, would constitute and default under), any of the Contracts (as defined herein) to which the Seller is a party or by which Seller or its assets are bound; and (d) AMC owns all of its assets free and clear of any Encumbrances other than those Encumbrances listed on the Balance Sheet or Schedules hereto. In rendering such opinion, such counsel may rely upon (1) certificates of public o...
Sellers and Shareholders Closing Deliveries. 7.1.1 Seller shall deliver all authorizations, consents, waivers and approvals as may be required in connection with the assignment of those Contracts to be assigned to Buyer pursuant hereto upon terms acceptable to Buyer in its sole discretion.
Sellers and Shareholders Closing Deliveries 

Related to Sellers and Shareholders Closing Deliveries

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

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