Deliver to Purchaser definition

Deliver to Purchaser any funds deposited by Purchaser, and any interest earned thereon, in excess of the amount required to be paid by Purchaser hereunder.
Deliver to Purchaser the Bill of Sale, General Assignment, Non-Foreign Status Certificate, any other document required to be deposited into the Escrow for delivery to Purchaser at the Close of Escrow, and any funds deposited by Purchaser in excess of the amount required under Section 2.3(b) to be paid by Purchaser at the Close of Escrow;

Examples of Deliver to Purchaser in a sentence

  • Deliver to Purchaser any funds deposited by Purchaser, and any interest earned thereon, in excess of the amount required to be paid by Purchaser hereunder.

  • Deliver to Purchaser the Deed by causing it to be recorded in the Official Records of the Cordova Recording District, Third Judicial District, State of Alaska and immediately upon recording delivering to Purchaser a conformed copy of the Deed.

  • Deliver to Purchaser the certificates contemplated in Section 6.4.

  • Deliver to Purchaser a certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing of the Company and certificates of the Secretary of State of the respective states of incorporation as to the legal existence and good standing of each of the Company’s Subsidiaries.

  • Deliver to Purchaser possession of the Property if not previously done.

  • Deliver to Purchaser written letters of resignation, effective as of the Closing, resigning their respective title, from each of the officers and directors of Company and each Subsidiary.

  • Deliver to Purchaser all contracts and any additional material related to the Sold Merchants.

  • Deliver to Purchaser the executed legal opinion of Kutak Rock LLP, Seller’s and Parent’s counsel, in the form attached hereto as Exhibit F.

  • Deliver to Purchaser documentation pursuant to which Bank of America terminates any cash sweep arrangements with respect to the account described on Exhibit G as of Closing.

  • Rules of ProcedureUnlike typical committees, where each delegate represents a member state, a delegate in this committee represents a particular UN agency.

Related to Deliver to Purchaser

  • Seller's Closing Certificate has the meaning set forth in Section 7.02(i).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(i).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Deliver and “Delivery” shall mean (x) when used in respect of Shares and other Deposited Securities, either (i) the physical delivery of the certificate(s) representing such securities, or (ii) the book-entry transfer and recordation of such securities on the books of the Share Registrar (as hereinafter defined) or in the applicable book-entry settlement system, if available, and (y) when used in respect of ADSs, either (i) the physical delivery of ADR(s) evidencing the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary or any book-entry settlement system in which the ADSs are settlement-eligible.

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • Spreadsheet means a spreadsheet in form reasonably acceptable to Parent, which spreadsheet shall be dated as of the Closing Date and shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following factual information relating to holders of Company Capital Stock and Company Options: (i) the names of all the Company Stockholders and Company Optionholders, and their respective last known addresses, taxpayer identification numbers and country of citizenship, (ii) the number and kind of shares of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares of Company Capital Stock, the respective certificate numbers, dates of acquisition and whether the shares (and, if so, how many) were received upon the exercise of Company Options, (iii) the date of grant, type of grant (i.e., incentive stock option, or non-statutory stock option) and exercise price per share for each Company Option, (iv) the vesting arrangements with respect to Company Options (including vesting schedule, vesting commencement date, date fully vested and the extent to which the Company Options are vested), (v) a list of all Company Restricted Shares that have been issued (including the vesting schedule and amount of each grant that is vested), including whether a Section 83(b) election has been made and the amount of withholding, if any, that is required with respect to such shares, (vi) the calculation of the Adjusted Transaction Value, the Aggregate Exercise Amount, the Aggregate Closing Cash Consideration, the Per Share Amount, the Fully Diluted Company Share Number, the Aggregate Option Payment and the number of shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time, (vii) the Specified Fraction and the Escrow Contribution Amount with respect to each share of Company Preferred Stock, each share of Company Common Stock, each share of Company Common Stock subject to a Company Option, each Unit and the Bonus, (viii) the aggregate Merger Consideration payable at Closing to each Company Securityholder with respect to the shares of Company Capital Stock and Company Options held by such Company Securityholder in accordance with this Agreement, (ix) the aggregate Specified Consideration payable at Closing to each Transaction Bonus Recipient with respect to the Bonus and/or the shares of Company Capital Stock, Company Options and Units held by such Transaction Bonus Recipient in accordance with this Agreement, the IBP and/or the Executive Agreement, (x) the Equityholder Pro Rata Share (expressed as a percentage) of each Company Stockholder and Company Optionholder, (xi) the Specified Pro Rata Rata Share (expressed as a percentage) of each Company Stockholder, Company Optionholder and Transaction Bonus Recipient, (xii) the Option Payment payable at Closing to each Company Optionholder, (xiii) whether or not each payment made under this Agreement, the IBP or the Executive Agreement is subject to Tax withholding (but not the amount of withholding thereof), and (xiv) the Specified Pro Rata Share (expressed as a dollar amount) of each Company Stockholder and Company Optionholder of the Expense Fund Amount.

  • FIRPTA Certificate has the meaning set forth in Section 7.02(l).

  • Seller has the meaning set forth in the Preamble.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Post-Closing Statement has the meaning set forth in Section 2.6(d)(ii).

  • Draft Closing Statement means a draft closing statement, prepared by Seller and in a form mutually agreed to by the parties, which shall be initially prepared as of the close of business on the fifth (5th) Business Day preceding the Closing Date, and delivered to Purchaser on the third (3rd) Business Day preceding the Closing Date and which shall be subsequently updated as of the close of business on the third (3rd) Business Day preceding the Closing Date, and delivered to Purchaser on the Business Day prior to the Closing Date, in each case setting forth Seller’s reasonable estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Tenant Estoppel Certificate or “Tenant Estoppel Certificates” shall mean certificates to be sought from the tenants under the Leases in substantially the form attached hereto as EXHIBIT “I”; provided, however, if any Lease provides for the form or content of an estoppel certificate from the tenant thereunder, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for therein.

  • Purchaser means the organization purchasing the goods.

  • Invoice Transmittal shows Eligible Accounts which Bank may finance and, for each such Account, includes the Account Debtor’s, name, address, invoice amount, invoice date and invoice number.

  • Buyer has the meaning set forth in the preamble.

  • Sellers has the meaning set forth in the preamble.

  • Review Package A Rating Agency Confirmation request and any supporting documentation delivered therewith.

  • Delivered with respect to any notice to be delivered, given or mailed to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance with Section 17.03. Notice so “delivered” shall be deemed to include any notice to be “mailed” or “given,” as applicable, under this Indenture.

  • Closing Statements has the meaning set forth in Section 3.3(b).

  • Final Closing Statement means a final closing statement, prepared by Seller in accordance with the accounting policies used in preparing the Draft Closing Statement, on or before the thirtieth (30th) calendar day following the Closing Date setting forth both the Purchase Price, the Adjusted Payment Amount and the prorated Items of proration set forth in Section 3.4.

  • Seller’s Certificate means the form of certificate to be executed and delivered by Seller to Purchaser at the Closing with respect to the truth and accuracy of Seller’s warranties and representations contained in this Agreement (modified and updated as the circumstances require), in the form attached hereto as SCHEDULE 7.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Estoppel Certificate As defined in Section 23.1(a).

  • Closing Date Purchase Price has the meaning set forth in Section 2.3(a).