Common use of Buyer Closing Deliverables Clause in Contracts

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 before the Flying J Closing, The Buyer shall deliver have executed and/or delivered, or cause shall have caused to be executed and/or delivered, the following: (a) the Purchase Price, less the Holdback and the Section 3.6 credit, shall be delivered to Escrow Agent Seller in accordance with Section 3.1; (b) the following items: i. The full amount Warranty Xxxx of Sale and Assignment of the Flying J Purchase Price Purchased Assets shall be executed and delivered by Buyer; (as increased or decreased c) a certified copy of the resolutions adopted by the prorations members and adjustments as provided managers of Buyer authorizing the purchase of the Purchased Assets in Section 3) in immediately available wire transferred fundsaccordance with this Agreement shall be delivered to Seller; ii. The Assignment (d) a good standing certificate for Buyer issued by the State of LeasesMichigan shall be delivered to Seller; iii. Satisfactions with respect to each of (e) 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 LoanNoncompetition Agreement, duly executed by Buyer, shall be delivered to Seller in the form of Schedule 11.5(e); iv. Satisfactions with respect (f) the Escrow Agreement shall be executed by Buyer and the Holdback Amount shall be delivered to each the escrow agent thereunder; (g) the opinion of Buyer’s attorney that all necessary action for the due authorization of this Agreement and the other Transaction Documents by Buyer has been taken, shall be delivered to Seller; (h) Buyer shall execute and deliver to Seller a document identifying the Acquired Receivables; (i) Buyer shall execute and deliver to Seller a Closing Statement which shall prorate as of the mortgages Closing Date such items as are customarily prorated between buyers and sellers of assets similar to the Purchased Assets within the county in which the Facility is situated, including but not limited to the following: (i) real estate and personal property taxes (which shall be prorated based upon the “Burger King Releases”latest available tax information, whether for the current or preceding year, subject to adjustment when the actual tax bills for the year of Closing are available; (ii) securing all utility charges, including but not limited to electricity, gas, water, sewer, cable and telephone (which shall be determined by actual meter readings if available; otherwise they shall be estimated on the loans more particularly described on Exhibit G attached hereto basis of the last billing available from the respective utilities); (the “Burger King Loans”iii) in proper form for recording in the applicable jurisdictionliabilities under all service, maintenance, leasing, management and similar contracts that will continue after Closing (which shall be prorated based upon work performed and actual expenses incurred), and such (iv) fees and other instruments as may be necessary charges for licenses and Permits assigned by Seller to release all liens of the Burger King Loans, duly executed by the applicable Acquired CompanyBuyer; v. Such (j) any and all other documentsagreements, certificates, instruments, affidavits instruments 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 other documents required to be executed and and/or 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 Buyer at Closing under this Agreement shall not be unreasonably withheld or conditionedexecuted and/or delivered as required.