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 affidavit 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.
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, the Buyer shall execute and/or deliver (or cause to be executed and/or delivered) to Seller the following documents:
(i) executed counterparts of each Assignment and Assumption of Lease and the Assignment;
(ii) all material consents, waivers, authorizations and approvals, if any, mutually agreed by the Parties to be required from any Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement;
(iii) all such filings and submissions to the FDA or any other Governmental Authority, duly executed by Buyer, as are necessary in connection with the transfer of the rights to any Licenses or Permits (to the extent so transferable);
(iv) a certificate of a duly authorized officer of Buyer certifying that each representation and warranty of Buyer hereunder is true and correct as of the Closing Date (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), in each case except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby;
(v) a certificate of a duly authorized officer of Buyer certifying that Buyer has performed and complied in all material respects with each of the covenants, agreements and obligations Buyer is required to perform at or prior to Closing under the terms of this Agreement;
(vi) an RSV plasma supply agreement in form and substance mutually agreeable to the Parties, which supply agreement will provide that for three (3) years after the Closing ADMA Biologics and ADMA BioManufacturing will be able to purchase RSV plasma from the Acquired Centers at a price equal to cost plus 5% (without any additional increase due to inflation);; and
(vii) such additional documents as shall be reasonably requested by Seller to consummate the transactions contemplated by this Agreement.
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. 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. 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 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 or prior to the Closing, the Buyer shall deliver, or cause to be delivered to the Company each of the following:
