The Seller's Closing Deliveries. The Sellers shall have delivered, or caused to be delivered, to Buyer and SEi at or prior to the Closing, unless specifically waived by Buyer and SEi in their sole discretion, each of the following:
The Seller's Closing Deliveries. On the Closing Date, the Seller will deliver to the Buyer (a) an assignment and assumption agreement in a form to be mutually agreed upon by the Seller and the Buyer, duly executed by the Seller, assigning the Contracts to the Buyer (the “Assignment Agreement”) and (b) such other documents or instruments as the Buyer reasonably requests and are reasonably necessary to effect the transactions contemplated by this Agreement.
The Seller's Closing Deliveries. At the Closing, the Seller shall deliver to the Purchaser, in form and substance reasonably satisfactory to the Purchaser and consistent with this Agreement: [Intentionally Deleted] [Intentionally Deleted] The written resignations of the board of representatives of the Partnership appointed by the Seller. The Closing Agreements, each in the form of the respective Exhibits attached hereto or later agreed to by the parties, executed as applicable by an authorized officer of the Seller or its Affiliate. Copies of resolutions adopted by the Board of Directors of the Seller duly authorizing the execution and delivery of, and performance of the Seller's obligations under, this Agreement and the Closing Agreements to which the Seller is a party, certified by the Secretary or an Assistant Secretary of the Seller. A Certificate of Status for the Seller issued by the relevant Governmental Authority of the jurisdiction of its incorporation and dated not more than two (2) business days prior to the Closing Date. A certificate, in the form to be attached following the date hereof as Exhibit K, executed by an authorized officer of the Seller, certifying that the representations, warranties and agreements of the Seller contained in this Agreement are true and accurate as of the date when made and as of the Closing Date and that the Seller has satisfied and performed in all material respects all of its obligations hereunder. Written opinions of counsel to the Seller and its Affiliates each dated the Closing Date and in form and substance reasonably satisfactory to the Purchaser and to be attached following the date hereof as Exhibits D-1 and D-2 hereto, respectively. Evidence of any authorization, consent, approval or filing with any public body or Governmental Authority or any other Person (other than the waiver required from the Banks party to Crompton Corporation's five year Credit Agreement dated October 28, 1999, as amended) necessary in order to consummate the transactions contemplated by this Agreement (including without limitation delivery of the Offered Partnership Interest to the Purchaser free and clear of all Liens) and required to be obtained by the Seller. Incumbency and Specimen Signature Certificate for the Seller, in the form to be attached following the date hereof as Exhibit J hereto. Documents executed by the Seller (to be filed after the Closing) to the applicable provincial authorities reflecting that the Partnership has been dissolved. The Release A...
The Seller's Closing Deliveries. The Seller shall deliver stock certificates representing the Shares to the Buyer in accordance with Section 2.01(a), duly endorsed in blank or with duly executed stock powers attached, in proper form for transfer (i) in form and substance satisfactory to the Buyer and its counsel and (ii) sufficient to vest effectively in Buyer good and marketable title to the Shares free and clear of all Encumbrances. The Seller shall make the cash payment of the Closing Purchase Price required to be made by the Seller pursuant to Section 2.01(b). The Seller shall also deliver each of the following documents, duly executed by the Seller where applicable, to the Buyer:
The Seller's Closing Deliveries. The Sellers shall have delivered, or caused to be delivered, to Buyer and Sykex xx or prior to the Closing, unless specifically waived by Buyer and Sykex xx their sole discretion, each of the following:
