Buyer Closing Deliverables. At the Closing, Buyer shall deliver to Seller the following:
(A) The full amount of the balance of the Purchase Price, as adjusted by any pro rations or credits.
(B) Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.
(C) Any other documents, certificates, notices or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction.
(D) Other: ☐
Buyer Closing Deliverables. At the Closing or prior to the Closing, each Buyer will deliver to Seller and each other Buyer an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party.
Buyer Closing Deliverables. At the Closing, Buyer shall deliver or cause to be delivered to Seller:
(i) the Cash Consideration payment required pursuant to Section 2.1(b)(i) and the shares of AYTU Common Stock required pursuant to Section 2.1(b)(ii).
(ii) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Buyer, certifying that:
(A) all documents to be executed by Buyer and delivered at the Closing have been executed by a duly authorized signatory of Buyer;
(B) the resolutions adopted by the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement, as attached to the certificate, were duly adopted and remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and
(C) Buyer’s officer 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;
(iii) Armistice Capital and certain officers of Aytu will enter into a Voting Agreement in the form of Exhibit 2.4(c)(iii).
(iv) a certificate, dated as of the Closing Date, duly executed by an authorized officer of Buyer, certifying that Buyer (a) is able to pay its debts as they become due and (b) has adequate capital to carry on its business.
(v) the Transition Services Agreement, duly executed by Buyer;
(vi) the Registration Rights Agreement, duly executed by Buyer; and
(vii) the Bxxx of Sale and the Assignment and Assumption Agreement, duly executed by Buyer.
Buyer Closing Deliverables. At or before the Flying J Closing, Buyer shall deliver or cause to be delivered to Escrow Agent the following items:
i. The full amount of the Flying J Purchase Price (as increased or decreased by the prorations and adjustments as provided in Section 3) in immediately available wire transferred funds;
ii. The Assignment of Leases;
iii. Satisfactions with respect to each of the mortgages (the “Flying J Releases”) securing the loans encumbering the Property listed on Exhibit B (the “Flying J Loan”) in proper form for recording in the applicable jurisdiction, and such other instruments as may be necessary to release all liens of the Flying J Loan, duly executed by Buyer;
iv. Satisfactions with respect to each of the mortgages (the “Burger King Releases”) securing the loans more particularly described on Exhibit G attached hereto (the “Burger King Loans”) in proper form for recording in the applicable jurisdiction, and such other instruments as may be necessary to release all liens of the Burger King Loans, duly executed by the applicable Acquired Company;
v. Such other documents, certificates, instruments, affidavits and transfer tax returns as are customarily executed by a buyer of real property in the city, county and State where the Flying J Properties are located or as are reasonably requested by Seller to close the transactions contemplated hereunder.
vi. On or before the Flying J Closing Date, Seller and Buyer shall jointly execute and deliver or cause to be executed and delivered to Escrow Agent any county and municipal transfer tax declarations, in each case duly approved by Seller and Buyer, which approval by both parties shall not be unreasonably withheld or conditioned.
Buyer Closing Deliverables. At the Closing, Buyer shall deliver or cause to be delivered to Seller:
(i) the Closing Payment;
(ii) this Agreement, duly executed by Buyer;
(iii) the Xxxx of Sale, duly executed by Buyer and its applicable Affiliates;
(iv) the Patent Assignment Agreement, duly executed by Buyer; and
(v) the Trademark Assignment Agreement, duly executed by Buyer.
Buyer Closing Deliverables. The Buyer shall have delivered or caused to be delivered to the Seller the items required by Section 2.2(b).
Buyer Closing Deliverables. The purchase agreement provides for some standard buyer closing deliverables. You can choose to add any additional buyer closing deliverables of your own. 22.
Buyer Closing Deliverables. At the Closing, Buyer will:
(i) Deliver to Seller the Cash Consideration in immediately available AUS funds;
(ii) Deliver to Seller the Equity Consideration, including certificates therefor;
(iii) Deliver a certificate executed by the authorized person of the Buyer certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors of the Buyer authorizing this Agreement and the transactions contemplated hereby; and
(iv) Deliver to the Seller the Escrow Agreement executed by the Buyer and the Escrow Agent.
Buyer Closing Deliverables. At or prior to the Closing, the Buyer shall deliver, or cause to be delivered to the Company each of the following:
