Actions of Buyers at Closing Sample Clauses

Actions of Buyers at Closing. At the Closing and unless otherwise waived in writing by Sxxxxxx, Bxxxxx shall deliver to Sellers the following: (a) An amount equal to the Purchase Price in immediately available funds; (b) The Assignments of Leases, fully executed by each applicable Buyer, pursuant to which Bxxxxx shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement; (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer, pursuant to which Buyers shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement; (d) Copies of resolutions duly adopted by the Board of Directors or Board of Managers, as the case may be, of each Buyer authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of each Buyer; (e) Certificate of the President or a Vice President of each Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement; (f) Certificates of incumbency for the respective officers of each Buyer executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date; (g) Certificates of existence and good standing of each Buyer from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing; (h) The Limited Powers of Attorney, fully executed by the applicable Buyers; (i) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyers or their Affiliates(s), as applicable; (j) The Hospital Transition Agreement, fully executed by Buyers or their Affiliate(s), as applicable; (k) The Clinic Billing and Collection Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (l) The License Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (m) The Medicare Transition Agreement, fully executed by Buyers or their Affiliates(s), as applicable; (n) The Assignments of Ownership Interests, fully executed by the appropriate Buyer; and (o) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.
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Actions of Buyers at Closing. At the Closing and unless otherwise waived in writing by Sellers, Buyers shall deliver to Sellers: (a) the Purchase Price in the form set forth in Section 1.5; (b) assumption of liabilities agreements evidencing Buyers assumption of Sellers liabilities and obligations under the Assumed Contracts, including the master lease with the Bellwood Medical Office Building Partnership and the guaranty thereof; (c) the Environmental Indemnification Agreement, dated the Closing Date among Alta LLC, Alta Monrovia and PREC, PMBC and MHC; (d) the Monrovia Deed of Trust; (e) the Orange Deed of Trust; (f) the Subordinated Deed of Trust; (g) the Limited Guaranty; (h) the Notice and Agreement required by Section 8.9; (i) copies of resolutions duly adopted by the governing body of each Buyer authorizing and approving Buyers' performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force and effect as of the Closing Date by the appropriate officers of Buyers; (j) certificates of the duly authorized President or a Vice President of Buyers certifying that each representation and warranty of Buyers set forth herein and not qualified as to materiality is true and correct in all material respects as of the Closing Date, and each representation and warranty of Buyers qualified as to materiality is true and correct on the Closing Date, and that each covenant and agreement of Buyers to be complied with or performed on or prior to the Closing Date pursuant to this Agreement has been complied with or performed in all material respects; (k) certificates of incumbency for the respective officers of Buyers executing this Agreement or making certifications for Closing, dated as of the Closing Date; (l) certificates of existence and good standing of each Buyer from the state of its incorporation, dated the most recent practical date prior to Closing; and (m) such other instruments and documents as Sellers reasonably deem necessary to effect the transactions contemplated hereby.
Sample 1

Related to Actions of Buyers at Closing

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

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

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Obligations of Buyer Effective as of Closing, Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates and their respective directors, officers, managers, members, shareholders, agents, representatives and subsidiaries (“Seller Indemnified Parties”), from and against any and all Losses resulting from, relating to, arising out of or incurred in connection with any of the following: (a) Any breach by Buyer of any of Buyer’s representations and warranties contained in this Agreement or the Transaction Documents; (b) Any breach by Buyer of any of Buyer’s covenants, agreements or obligations contained in this Agreement or the Transaction Documents; (c) All Assumed Liabilities; (d) Any injury to, or death of, any person or for damage to property arising in any way from the access afforded to Buyer hereunder or the activities of Buyer in connection with its on-site inspection of the Purchased Assets unless the injury, death, or damage arises from Seller’s gross negligence or willful misconduct; (e) Buyer Operations post-Closing, including Buyer’s obligations regarding post-closing operations under the Purchased Permits; (f) Seller’s guarantee obligations under Section 18(a) of the Cotiga South Lease and the Lease Guarantee Agreement; (g) Seller’s guarantee obligations under Section 18(a) of any Cotiga North/Association Lease and the applicable Lease Guarantee Agreement; and (h) Until the Seller Bonds posted with respect to all Purchased Permits have been released, any draw on such Seller Bonds after Closing related to or arising out of the Reclamation Liabilities that are Assumed Liabilities or that result from Buyer Operations after Closing.

  • Buyer’s Closing Obligations At the Closing, Buyer shall:

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

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