Seller Closing Deliverables definition

Seller Closing Deliverables shall have the meaning ascribed to such term in Section 2.7.
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Seller Closing Deliverables has the meaning set forth in Section 1.9(c).
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Examples of Seller Closing Deliverables in a sentence

  • CLOSING; PURCHASE PRICE; PAYMENT OF SUBSTANTIAL COMPLETION PAYMENT AMOUNT AND PUNCHLIST HOLDBACK AMOUNT 117 Section 17.1. Closing 117 Section 17.2. Seller Closing Deliverables 117 Section 17.3. Buyer Closing Deliverables 118 Section 17.4. Purchase Price 119 TABLE OF CONTENTS (continued) Page Section 17.5. Proratable Tax Items 119 Section 17.6. Other Purchase Price Adjustments 119 Section 17.7. Procedures for Closing and Post-Closing Adjustments.

  • Buyer and its counsel shall have received copies executed by Seller of the Transaction Documents and all other of the Seller Closing Deliverables specified in Section 2.02.

  • The Seller or the Shareholders, as applicable, shall have delivered the Seller Closing Deliverables to Purchaser.

  • Seller shall have delivered, or caused to be delivered, to Buyer the Seller Closing Deliverables.

  • CLOSING; PURCHASE PRICE; PAYMENT OF SUBSTANTIAL COMPLETION PAYMENT AMOUNT AND PUNCHLIST HOLDBACK AMOUNT 117 Section 17.1. Closing 117 Section 17.2. Seller Closing Deliverables 117 Section 17.3. Buyer Closing Deliverables 118 Section 17.4. Purchase Price 119 TABLE OF CONTENTS (continued) Page Section 17.5. Proratable Tax Items 119 Section 17.6. Other Purchase Price Adjustments 119 Section 17.7. Procedures for Closing and Post-Closing Adjustments 120 Section 17.8. Substantial Completion Payment Amount.

  • In anticipation of the Closing, the Parties will work together to determine whether any Person is required to attend the Closing in person, and if it is determined that an in-person Closing is not necessary, the Parties may conduct the Closing remotely via electronic delivery of the Seller Closing Deliverables and the Buyer Closing Deliverables.


More Definitions of Seller Closing Deliverables

Seller Closing Deliverables shall have the meaning ascribed to such term in Section 2.7. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Seller Closing Deliverables has the meaning set forth in Section 4.3.
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Seller Closing Deliverables means (i) the Lease executed by Tenant, (ii) the ROW Assignments executed by Seller and, as applicable, with its signature acknowledged, (iii) the Assignment and Xxxx of Sale executed by Seller and with its signature acknowledged, (iv) the Non-Foreign Affidavit executed by Seller, (v) the Tenant Lease Guaranty executed by EXXI Parent, (vi) the Escrow Agreement executed by Seller, (vii) the Multi-Platform Access Agreement, executed by Energy XXI GOM, LLC and with its signature acknowledged, (viii) the Heliport License executed by Energy XXI GOM, LLC and with its signature acknowledged, (ix) Form BOEM-1025 executed by Seller, (x) the Limited Title Opinion executed by Xxxxxx, Xxxxxxx & Xxxxxxxxx L.L.C., (xi) the Mortgage Release executed by Seller, (xii) the Protective Mortgage (as defined in the Lease) executed by Seller and Tenant and with their signatures acknowledged, and the Protective UCCs (as defined in the Lease), (xiii) the OSFR Agreement executed by Seller, (xiv) the Mortgage Releases executed by the Person granting the releases and with their signatures acknowledged, (xv) the UCC Termination Statements, (xvi) a boundary survey of the Land and the Right of Use Agreements set forth on Exhibit G as Items 1 and 2, (xvii) the Buyer Servitude Agreement, executed by Energy XXI GOM, LLC or its Affiliate, and with its signature acknowledged, (xviii) the EXXI Servitude Agreement, executed by Energy XXI GOM, LLC or its Affiliate, and with its signature acknowledged, (xix) the Water Supply Agreement, executed by Energy XXI GOM, LLC or its Affiliate, (xx) the Gas Supply Agreement, executed by Energy XXI GOM, LLC or its Affiliate, (xxi) the Designation and Reimbursement Agreement, executed by Seller, and (xxii) the Notice of Lease (as defined in the Lease) executed by Tenant and with its signature acknowledged.
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Seller Closing Deliverables has the meaning set forth in Section 1.7(b). “Seller Indemnified Parties” has the meaning set forth in Section 7.2(b).
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Seller Closing Deliverables means (i) the Xxxx of Sale, the Assignment and Assumption Agreement, the Patent Assignment, the Trademark Assignment, the Copyright Assignment, and the certificates and instruments required to be executed and delivered by Seller at the Closing pursuant to Section 1.1 or to satisfy the conditions to Purchaser’s obligations set forth in Article 6, in each case duly and validly executed by or on behalf of Seller; (ii) the consents required by Section 6.3(d), (iii) the legal opinions required by Section 6.3(f); (iv) the Ancillary Agreements required to be delivered by Seller to Purchaser at the Closing (if any) pursuant to Section 6.3(g) and not theretofore executed and delivered by Seller; and (v) such other instruments of title and transfer and such other documents as Purchaser may reasonably request. “Seller Disclosure Schedule” has the meaning ascribed to it in the forepart of Article 2.
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Seller Closing Deliverables means (i) the Xxxx of Sale, the Assignment and Assumption Agreement, the Patent Assignment, the Trademark Assignment, the Copyright Assignment, and the certificates and instruments required to be executed and delivered by Seller at the Closing [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. pursuant to Section 1.1 or to satisfy the conditions to Purchaser’s obligations set forth in Article 6, in each case duly and validly executed by or on behalf of Seller; (ii) the consents required by Section 6.3(d), (iii) the legal opinions required by Section 6.3(f); (iv) the Ancillary Agreements required to be delivered by Seller to Purchaser at the Closing (if any) pursuant to Section 6.3(g) and not theretofore executed and delivered by Seller; and (v) such other instruments of title and transfer and such other documents as Purchaser may reasonably request. “Seller Disclosure Schedule” has the meaning ascribed to it in the forepart of Article 2.
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Related to Seller Closing Deliverables

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

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

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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Second Closing has the meaning set forth in Section 2.2.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Company Deliverables has the meaning set forth in Section 2.2(a).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Real Property Deliverables means each of the following agreements, instruments and other documents in respect of each Facility (to the extent requested by the Collateral Agent and relevant to the applicable jurisdiction):

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Project Deliverables means the Project deliverables set out in Schedule 2. Project Material means all the material including but not limited to documents, computer software, and data stored by any means which is created by the Fellow in the course of undertaking the Project.

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.