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were duly adopted by the respective Seller Board and remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (C) Sellers’ officer(s) executing this Agreement, and each of the other documents necessary for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. On the Closing Date, Seller shall deliver, or cause to be delivered, the following items to Buyer: (a) Counterpart signature page to the Assignment and Assumption Agreement duly executed by an authorized representative of Seller; (b) Counterpart signature page to the ROFR Assignment and Amendment duly executed by an authorized representative of ROFR Assignee and Seller Parent; (c) Counterpart signature pages to a document or documents effectively terminating each ancillary agreement between Seller, or an Affiliate of Seller (other than the Project Company), and Buyer or an Affiliate of Buyer related to the Master Lease Agreement and set forth on Schedule 3.2.1(c); (d) Counterpart signature page to the Seller Parent Guaranty duly executed by an authorized representative of Seller Parent; (e) Counterpart signature pages of the Project Company and Seller or any applicable Affiliate of Seller to a document or documents effectively terminating any Project Company Affiliate Contracts; (f) A commitment for policies of title insurance covering the Real Property obtained by Seller from the Title Company for the benefit of Buyer, in form and substance reasonably satisfactory to Buyer, together with such standard affidavits and agreements executed by Seller as reasonably required by the Title Company to issue the final title policy in form and substance reasonably satisfactory to Buyer; (g) The resignations of any existing managers, officers, and employees of the Project Company; (h) To the extent in Seller’s possession or control and not already in Buyer’s (or an Affiliate of Buyer’s) possession, any original (or copies of originals not available) licenses, permits, records, approvals, and warranties, including but not limited to, to the extent not previously furnished, originals (or copies of originals not available) of all permits issued by appropriate Governmental Authorities and utility companies in connection with the Facility or Real Property, including zoning approvals, building permits and certificates of occupancy; (i) To the extent in Seller’s possession or control and not already in Buyer’s (or an Affiliate of Buyer’s) possession, copies of all plans, specifications, mechanical, electrical and plumbing layouts, operating manuals, leasing information and similar items utilized in connection with or pertaining to the development and construction of the Facility or Real Property; (j) A certificate of good standing, dated within [***] days prior to the Closin...

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 Buyers the following: (a) Share certificates evidencing the Anyi Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto; and (b) Copies of all resolutions of the board of directors and the shareholders of Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby.

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) An assignment of the Membership Interests to Buyer in the form of Exhibit B attached hereto (the “Assignment”), duly executed by Seller; (b) A duly executed 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 shareholders of Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party 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 or representatives of Seller authorized to sign this Agreement and the other Transaction Documents to which it is a party, and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect; (c) Resignations, in form and substance satisfactory to Buyer, duly executed by any managers, officers, or other persons serving as a managerial official of the Company, effective as of the Closing Date; (d) An copy of the TOYO Solar LLC Amended and Restated Limited Liability Company Agreement, in the form of Exhibit C attached hereto (the “TOYO Solar LLC A&R LLCA”), duly executed by Seller; (e) A certificate of fact for the Company from the Texas Secretary of State, a verification from the Texas Comptroller of Public Accounts that the Company is in good standing with all franchise tax requirements and its right to transact business in Texas is active, and a certificate of good standing (or its equivalent) for the Company certified by the Secretary of State or similar Governmental Authority of each state where the Company is required to be qualified, registered, or authorized to do business. For purposes of this Agreement, “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. 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).