Additional Deliveries at Closing. (a) At the Closing, Seller shall (and shall cause its Subsidiaries to) deliver to Purchaser such additional documents, instruments or certificates required to be delivered in connection with Seller's obligations under this Agreement, or as Purchaser or its counsel may reasonably request, including, without limitation, certified copies of all orders of the Bankruptcy Court pertaining to this Agreement, such as the Bidding Procedures Order and the Section 363/365 Order.
Additional Deliveries at Closing. Sellers shall have, or shall cause to have, delivered to Buyer the Opinion of Sellers' Counsel, the Sellers' Closing Certificates, and the Preliminary Calculations Certificate, each duly executed and delivered and dated as of the Closing Date. PNFC shall deliver to Buyer certificates representing the PNIC Shares, accompanied by stock powers or other instruments of transfer duly endorsed in blank, with all required transfer taxes or stamps paid for or affixed thereto, free and clear of all Liens, except as permitted by Section 4.1(c)(i).
Additional Deliveries at Closing. Buyer shall have, or shall cause to have, delivered (a) the Purchase Price and Additional Escrow Amount in accordance with Articles 3 and 4, including certificates representing the Purchase Shares, with all required transfer taxes or stamps paid for or affixed thereto, and the Purchase Warrants, in each case free and clear of all Liens except as permitted by 4.1(b)(ii) and (iii), and (b) the following documents, each duly executed and delivered and dated as of the Closing Date: (i) the Opinions of Buyer's Counsel, and (ii) Buyer's Closing Certificate.
Additional Deliveries at Closing. At the Closing, Sellers shall deliver to Purchaser all of the following relating to Hospitality Units or the Related Businesses, (i) executed counterparts of the Service Agreements; (ii) executed counterparts of the Leases; (iii) the original Permits; (iv) all Books and Records and all other correspondence, files and records relating to the construction, operation, leasing, repair and maintenance of such Hospitality Units (including all of the same in the possession of any managing agent of such Hospitality Units) and with respect to the operation of the Related Businesses; (v) copies of all structural, mechanical or engineering reports relating to such Hospitality Units that are in the possession of Sellers and which have not previously been delivered to Purchaser; (vi) keys, codes, passcards and combinations to the Improvements; (vii) copies of all Warranties; (viii) 47 44 existing as-built plans and specifications for the Improvements, in Sellers' possession, (ix)executed counterparts of all Third Party Contracts and all Intercompany Contracts.
Additional Deliveries at Closing. 4.1 Each Party shall deliver at Closing certified resolutions of its Board of Directors approving this Agreement.
Additional Deliveries at Closing. (a) At the Closing, Buyer shall deliver to Seller the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.03 of this Agreement.
Additional Deliveries at Closing. Sellers shall have, or shall cause to have, delivered to Buyer (a) certificates representing the Purchased Stock, accompanied by stock powers duly endorsed in blank, with all required transfer taxes or stamps paid for or affixed thereto, free and clear of all Liens, and (b) the following documents, each duly executed and delivered and dated as of the Closing Date: (i) the Opinion of PIC's Counsel; (ii) the Opinion of Trirock's Counsel; (iii) PIC's Closing Certificate; (iv) Trirock's Closing Certificate; (v) the Surplus Certificate; and (vi) the affidavits referred to in Sections 3A.8 and 3B.7.
Additional Deliveries at Closing. Buyer shall have, or shall cause to have, delivered: to each Seller, as appropriate, (a) the Cash Payment and certificates representing the Preferred Stock, as provided in Section 2.3(b) hereof, (b) the Trirock Note, (c) the following documents, each duly executed and delivered and dated as of the Closing Date: (i) the Opinion of Buyer's Counsel and (ii) the Buyer Closing Certificate, and (d) a copy of the Phase II environmental report prepared by FRESI and delivered to Buyer prior to the Closing Date with respect to the properties to be leased pursuant to the Lease.
Additional Deliveries at Closing. Seller shall have, or shall cause to have, delivered to Buyer (a) certificates representing the Purchased Stock, accompanied by stock powers duly endorsed in blank, with all required transfer taxes or stamps paid for or affixed thereto, free and clear of all Liens, and (b) the Non-Compete and Non-Solicitation Agreement, duly executed and delivered and dated as of the Closing Date.
Additional Deliveries at Closing. Buyer shall have, or shall cause to have, delivered to Seller (a) the Cash Payment, (b) the following documents, each duly executed and delivered and dated as of the Closing Date: (i) the Term Note; and (ii) the Pledge Agreement, and (c) the certificates or other instruments representing the Pledged Collateral (as defined in the Pledge Agreement) pursuant to terms of the Pledge Agreement.
