Delivery of Certificates and Documents. Sellers shall have furnished to Buyer the following:
Delivery of Certificates and Documents. The Buyer shall have delivered or caused to be delivered to the Cable Venture (or to such other Person as applicable) the following:
Delivery of Certificates and Documents. Sellers, Purchaser, and the Companies will deliver any other certificates or documents required by this Agreement.
Delivery of Certificates and Documents. Seller shall have delivered or caused to be delivered to the Phase I Buyer (or such other Person as applicable) the following:
Delivery of Certificates and Documents. Seller shall have furnished to Buyer the following: a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of Seller; a certificate of an executive officer of Enstar, certifying on behalf of Seller that the conditions set forth in Sections 7.1 and 7.2 have been met; the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Seller; the Indemnity Escrow Agreement, duly executed by Seller; a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by Seller to Buyer; copies of all Material Consents obtained on or prior to Closing; and all other documents as are reasonably necessary to transfer title to the Assets to Buyer. an opinion of counsel for the Seller in the form set forth in Exhibit F, attached hereto
Delivery of Certificates and Documents. Sellers shall have furnished to Buyer the following: a certificate of an officer of each Seller as to: (i) such Seller's formation or other organizational documents; (ii) all actions taken by and on behalf of such Seller to authorize the execution, delivery and performance of this Agreement and the Related Agreements; and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of such Seller; a certificate of each Seller certifying that the conditions set forth in Sections 7.1 (without giving effect to the proviso set forth in such Section), 7.2, 7.3 and 7.5 have been satisfied; the Xxxx of Sale and Assignment and Assumption Agreement, a deed, in form and substance reasonably satisfactory to Sellers and Buyer, conveying title to each parcel of Real Property owned by a Seller to Buyer, and such other transfer instruments as Buyer may deem reasonably necessary to convey all of the Assets to Buyer and to perfect Buyer's right in and to the Assets, all in a form reasonably acceptable to Buyer, each duly executed by Sellers; the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Sellers; copies of all Required Consents obtained on or prior to Closing, and copies of the System Contracts described in the final sentence of Section 6.1(b); evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original instruments in form reasonably satisfactory to Buyer effecting such terminations, releases or waivers; an opinion letter of Xxxxxxxx Xxxxxx LLP, counsel for Sellers, in form and substance reasonably satisfactory to Buyer and its counsel, which opinion shall be dated the Closing Date; a certificate from an officer of each Seller meeting the description contained in Treasury Regulations section 1.1445-2(b)(2)(i) to the effect that such Seller is not a foreign person within the meaning of section 1445 of the IRC; and all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.
Delivery of Certificates and Documents. Buyer shall have furnished to Sellers the following: a certificate of Buyer certifying that the conditions set forth in Sections 8.1 (without giving effect to the proviso set forth in such Section) and 8.2 have been satisfied; the Xxxx of Sale and Assignment and Assumption Agreement, and any document described in Section 7.11(c) that, by its terms or in order to be effective, must be executed by Buyer, each duly executed by Buyer; the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Buyer; an opinion letter of Xxxxxxxx & Xxxxx LLP, counsel for Buyer, in form and substance reasonably satisfactory to Sellers and their counsel, which opinion shall be dated the Closing Date; resale certificates with respect to applicable sales and use Tax exemptions as reasonably requested by Sellers relating to Assets to be re-sold by Buyer after Closing; and all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.
Delivery of Certificates and Documents. Buyer shall have furnished to Seller the following: a certificate of Secretary or Assistant Secretary of Buyer as to (i) the certificate of incorporation and bylaws of Buyer, (ii) resolutions of Buyer authorizing the execution, delivery and performance of this Agreement and the Related Agreements; and (iii) the incumbency of officers signing this Agreement and the Related Agreements on behalf of Buyer; a certificate of legal existence and good standing of Buyer from the Secretary of State of Buyer's state of organization; a certificate of an executive officer of Buyer certifying that the conditions set forth in Sections 8.1 and 8.2 have been met; the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Buyer; and
Delivery of Certificates and Documents. The Buyer Group, Ethanex Xxxxxxxxxx and/or Ethanex shall have delivered or caused to be delivered to the Seller (or to such other Person as applicable) the following:
Delivery of Certificates and Documents. Upon the closing of any purchase of Units pursuant to this Agreement, the seller shall deliver to the purchaser thereof the following: (i) the certificate or certificates representing the Units being sold, duly endorsed for transfer and bearing such documentary stamps, if any, as are necessary, and (ii) such assignments, certificates of authority, tax releases, consents to transfer, instruments and evidence of title of the seller and of its compliance with this Agreement as may be reasonably required by the purchaser (or by counsel for the purchaser).
