By Sellers to Buyer Sample Clauses

By Sellers to Buyer. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer the following documents, each fully executed (other than by Buyer) and dated as of the Closing Date, and otherwise in form and substance satisfactory to Buyer:
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By Sellers to Buyer. At the Closing, Sellers shall deliver the following items to Buyer, each properly executed and dated as of the Closing Date by Sellers and in form and substance reasonably acceptable to Buyer: the Assignment Agreement, the Xxxx of Sale, the Improvements Deed, the Sublease and License, the License and Binder Purchase Supply Agreement, all Required Consents applicable to Sellers, the Opinion of Sellers' Counsel, Sellers' Closing Certificate, a subordination and nondisturbance agreement, satisfactory in form and substance to Buyer, from all mortgagees and other parties with interests in the Facility Site, the Lease or the Improvements and a certificate of the corporate secretary of Sellers as to such matters as may reasonably be requested by Buyer.
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By Sellers to Buyer. At the Closing, Sellers shall deliver, ------------------- or cause to be delivered, to Buyer the following items, each properly executed and dated as of the Closing Date (i) the opinions of Sellers' counsel required pursuant to Section 6.01(n) hereof; (ii) executed resignations of those officers --------------- and directors of the members of the Xxxx Group who have been designated at least three (3) days prior to the Closing Date by Buyer; (iii) a Certificate of the Secretary of each Seller and each member of the Xxxx Group, certifying as to the articles of incorporation, bylaws and board resolutions of each such member, (iv) the Certificates required pursuant to Section 6.01(i) hereof; (v) copies of --------------- the executed and final documents referred to in Sections 2.03(a), (b), (c), (d), -------------------------------- (e) and (f) (vi) certificates representing the then-outstanding Stock and ----------- Warrants, together with duly executed stock powers or instruments of assignment therefor to convey the Stock and Warrants to the Buyer; (vii) the Releases and the Real Estate Releases (provided, however, that any Real Estate Release shall be deemed delivered for purposes of satisfying this condition if Sellers shall have delivered to Buyer's title company documentation sufficient to cause the title company to insure title to the applicable parcel of Real Property without exception to the matter intended to be released by such Real Estate Release); (viii) the Escrow Agreement; (ix) the Special Purpose Escrow Agreement; (x) the Xxxxxxx Purchase Agreement; (xi) the executed Termination Agreements; (xii) a statement, in the form set forth in Treasury Regulation (S) 1.1445-2(b)(2) and made under penalties of perjury by each Seller, other than Purico, that (among other things) such Seller is not a foreign person; (xiii) a statement of the Company, in the form set forth in Treas. Reg. (S)(S) 1.1445-2(c)(3) and 1.897-2(h), that the Company is not (and was not at any time during the previous five years) a United States real property holding corporation; (xiv) an IRS Form W-9 completed by each Seller, other than Purico; and (xv) an IRS Form W-8 completed by Purico.
Sample 1
By Sellers to Buyer. At the Closing, in addition to the Assets, Sellers shall deliver the following items to Buyer, each properly executed and dated as of the Closing Date by Sellers and in form and substance reasonably acceptable to Buyer: (i) the Assignment Agreement, (ii) the Xxxx of Sale, (iii) the License and Binder Purchase Agreement, (iv) all Required Consents applicable to Sellers, (v) the Opinion of Sellers' Counsel, (vi) Sellers' Closing Certificate, (vii) the Acknowledgment and Release, (viii) UCC-3 termination statements with respect to the Facility, (ix) a certificate of insurance containing an endorsement, in form and substance acceptable to Buyer, showing loss payment to Buyer as its interest may appear and (x) a certificate of the corporate secretary of Sellers as to such matters as may reasonably be requested by Buyer.
Sample 1

Related to By Sellers to Buyer

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer the following:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

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