Seller Closing Deliveries definition
Seller Closing Deliveries has the meaning set forth in Section 10.3.1.
Seller Closing Deliveries shall have the meaning set forth in Section 3.2.
Seller Closing Deliveries means those Closing Deliveries delivered by Seller pursuant to Section 5.4, and any other Closing Deliveries required hereunder to be delivered by Seller, and the term “Buyer Closing Deliveries” shall mean those Closing Deliveries delivered by Buyer pursuant to the provisions of Section 5.5, or otherwise herein required to be delivered by Buyer at the Closing.
Examples of Seller Closing Deliveries in a sentence
Seller Parent shall, or cause Seller to, have delivered the Seller Closing Deliveries to Purchaser’s legal counsel in escrow to be delivered to Purchaser at Closing.
More Definitions of Seller Closing Deliveries
Seller Closing Deliveries has the meaning set forth in Section 10.3.1. “Seller Closing Documents” has the meaning set forth in Section 7.1.2. “Seller Cure Period” has the meaning set forth in Section 13.2. “Seller Default” has the meaning set forth in Section 13.1. “Seller Due Diligence Materials” has the meaning set forth in Section 4.1.3(a). “Seller Indemnitees” means Seller, Radisson, the Existing Manager, Guarantor and their respective Affiliates, and each of their respective shareholders (other than with respect to any public company), members, partners, trustees, beneficiaries, directors, officers and employees, and the successors, permitted assigns, heirs and devisees of each of the foregoing. “Seller’s New Title and Survey Election Period” has the meaning set forth in Section 5.3.3. “Seller’s Possession” means in the physical possession of any officer or employee of Seller who has primary responsibility for the oversight of the Property on behalf of the Seller; provided, however, that any reference in this Agreement to Seller’s Possession of any documents or materials expressly excludes the possession of any such documents or materials that (i) are legally privileged 8 AUS-6206654-10 6055890/60 or constitute attorney work product, (ii) are subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure by Seller, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Seller. “Seller’s Possession” expressly excludes materials held by Radisson or Radisson Entities that have not been provided to Seller. “Starbucks” means Starbucks Corporation, a Washington corporation. “Starbucks License Agreement” means that certain Master Licensing Agreement dated August 17, 2015 by and between Starbucks and Seller. “Supplies” has the meaning set forth in Section 2.1.4. “Survey” has the meaning set forth in Section 5.2. “Survival Period” has the meaning set forth in Section 15.1.1. “Tax Free Exchange” has the meaning set forth in Section 3.5. “Taxes” means any federal, state, county, city, local or foreign, real property, personal property, sales, use, room, occupancy, ad valorem or similar taxes, assessments, levies, charges or fees imposed by any Governmental Authority on Seller with respect to the Property or the Business, including, without limitation, any interest, penalty or fine with respect thereto, but expressly excluding any (i) federal, state, ...
Seller Closing Deliveries has the meaning set forth in Section X.C.1.
Seller Closing Deliveries means the following: (a) duly executed stock transfer power, transferring the Shares; (b) all books and records of the Company and its Subsidiaries in possession of Seller (it being understood and agreed that delivery of such books and records to the Company’s and its Subsidiaries’ principal place(s) of business shall be sufficient delivery); (c) complete copies of: (i) the charter documents of the Company and its Subsidiaries as certified by the appropriate Governmental Authority of each such Person’s jurisdiction of formation, organization or incorporation, dated as of not more than five (5) Business Days prior to the Closing Date, (ii) the operating agreement, bylaws or similar governing documents of the Company and its Subsidiaries, (iii) resolutions of the equityholder(s), manager(s) and/or director(s) of the Company and its Subsidiaries (if necessary) approving the Contemplated Transactions, and (iv) the names and signatures of the Persons of the Company authorized to sign this Agreement and the other Ancillary Agreement to be delivered by the Company hereunder, in the case of each of the foregoing clauses (i) through (iv) as applicable, as certified by an officer of the Company;