Seller Closing Deliverables Sample Clauses

Seller Closing Deliverables. At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) a certificate, dated as of the Closing Date, duly executed by the secretary of Parent, certifying that: (A) all documents to be executed by Sellers and delivered at the Closing have been executed by a duly authorized officer of the applicable Seller; (B) the resolutions adopted by the Board of Directors or other similar body of each Seller (the “Seller Boards”) authorizing the execution, delivery and performance of this Agreement, as attached to the certificate, were duly adopted by the respective Seller Board and remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) Sellers’ officer(s) executing this Agreement, and each of the other documents necessary for consummation of the Contemplated Transactions, is an incumbent officer, and the specimen signature on such certificate is a genuine signature; (ii) the Development Agreement, duly executed by Parent and Flamel Ireland Limited; (iii) the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, in the form of Exhibit 2.4(b)(iii) (the “▇▇▇▇ of Sale, Assignment and Assumption”), duly executed by each Seller; (iv) a certificate of each Seller other than Parent, in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations, listing such Seller’s name, address and U.S. employer identification number and stating that such Seller is not a foreign person; provided, however, that if any Seller is treated as a disregarded entity under the Treasury Regulations issued under Code Section 7701, such Seller will not be required to provide a certificate, but rather, the “owner of the disregarded entity” (within the meaning of Treasury Regulations Section 1.445-2(b)(2)(iii)) shall provide such a certificate and identify thereon the disregarded entity that it owns; (v) a duly completed and accurate Internal Revenue Service Form W-8 or W‑9 for each Seller; (vi) a fully executed wavier, pursuant to which Deerfield CSF, LLC, on behalf of itself and all its Affiliates, (a) waives its right to accelerate the Deferred Payments (as defined in the Deerfield Agreement) as a result of the Contemplated Transactions and (b) acknowledges that the Contemplated Transactions are not an Acceleration Trigger Event (as defined in the Deerfield Agreement); and (vii) all forecasts since the Measurement Date that are required to be delivered pursuant to or in accordance with any of the Assume...

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (A) A general warranty deed conveying to Buyer title to the Property, ▇▇▇▇ executed and acknowledged by ▇▇▇▇▇▇. (B) A certificate from Seller certifying that Seller’s representations and warranties in this Agreement are true and correct as of the date of the Closing. (C) Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy. (D) All keys to doors and mailboxes, codes to any locks and owner’s manuals for appliances and fixtures. (E) Any other documents, certificates, notices, affidavits or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction. ☐ (Check all that apply) ☐ A certificate from Seller certifying that Seller is not a foreign person. Other:

Seller Closing Deliverables. Upon the terms set forth in this Agreement, at the Closing: (i) each Seller shall deliver to the Buyer a counterpart to an assignment and assumption agreement in the form attached hereto as Exhibit D in respect of such Seller’s Sold Interests, duly executed by such Seller; (ii) each Seller shall deliver to the Buyer a duly completed and executed certificate of non-foreign status, dated as of the Closing Date, as provided in Treasury Regulations Section 1.1445-2(b)(2); (iii) each of SNC and 800 Cottontail shall deliver to the Buyer payoff letters in respect of the Existing Debt of such Company, duly executed by the Existing Lender (collectively, the “Payoff Letters”) and with respect to any other Indebtedness, of such Company, a payoff letter or other reasonable evidence of the full repayment thereof. (iv) the Sellers’ Representative shall deliver to the Buyer a counterpart to the Escrow Agreement, duly executed by the Sellers’ Representative; (v) Sellers shall, or shall cause their applicable Affiliates to, deliver to the Buyer a duly executed assignment of contracts, which agreement shall assign to the applicable Companies each agreement listed in Section 2.6(a)(v) of Sellers’ Disclosure Schedule; (vi) Sellers shall cause SCO to deliver to the Buyer (for the benefit of CyrusOne LLC) a duly executed counterpart to the Amended and Restated Services Agreement; and (vii) the applicable Sellers shall deliver to the Buyer a duly executed Restrictive Covenants Agreement in the form attached hereto as Exhibit F (the “Restrictive Covenants Agreements”).

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; (b) an executed counterpart of Guarantor to the Guaranty; (c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger Agreement, binding nature of obligations, absence of violations of Law and no consents under Law; and (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law.

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) A Share certificate evidencing the Shares, free and clear of all Encumbrances (other than restrictions on transfer arising under applicable state or federal securities laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank. (b) True and complete copies of all resolutions of the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement, and any other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”). (c) Resignations of the directors and officers of the Company, effective as of the Closing Date.

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) a certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors and the shareholders of the Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents contemplated hereby to be delivered in connection with this Agreement or at the Closing to which Seller and the Company are a party (collectively, the “Seller Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of the Seller authorized to sign this Agreement and the other Seller Transaction Documents; and (iii) that attached thereto are true and complete copies of the Seller Organizational Documents (as hereinafter defined), including any amendments or restatements thereof, and that such governing documents are in full force and effect; (b) a good standing certificate (or its equivalent) for the Seller and the Company from the secretary of state or similar Governmental Authority of the jurisdiction in which each is organized and each jurisdiction where the Seller and the Company is each qualified, registered, or authorized to do business. The term “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction;

Seller Closing Deliverables. Seller shall have delivered, or caused to be delivered, to Purchaser each of the deliverables described in Section 2.9(b).

Seller Closing Deliverables. At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) the Seller’s Secretary Certificate; (ii) the Seller’s Officer’s Certificate; (iii) the ▇▇▇▇ of Sale, duly executed by Seller; (iv) the FIRPTA Certificate, duly executed by Seller; (v) a duly completed and accurate Internal Revenue Service From W-9; (vi) a Subject Matter Agreement under the Amended and Restated Master Agreement, under which Purchaser would perform only the services set forth on Exhibit D for Seller (the “Subject Matter Agreement”), duly executed by Seller; and (vii) evidence, acceptable to Purchaser in its reasonable discretion, that all Encumbrances (if any), other than Permitted Encumbrances, have been properly terminated or released on or before the Closing, including either (i) a completed UCC-3 Termination Statement, in a proper form for filing, in respect of each such Encumbrance, or (ii) a payoff letter from the secured party thereunder, in form and substance acceptable to Purchaser, certifying that upon receipt by or on behalf of Seller of the amount specified in such payoff letter, such Encumbrance shall be released with no further action and that such secured party will, promptly upon receipt of the specified amount, deliver to Purchaser a duly executed UCC-3 Termination Statement, in a proper form for filing, in respect of such Encumbrance.