Buyer Closing Documents. The Buyer shall have delivered to the Seller or cause Newco to deliver to the Seller the following documents on the Closing Date:
(a) the certificates representing the Share Consideration;
(b) a certificate dated the Closing Date of the Secretary of State of the jurisdiction of incorporation of the Buyer as to its good standing in such jurisdiction;
(c) the Transaction Documents; and
(d) such other documents, including legal opinions, or certificates relating to the transactions contemplated by the Transaction Documents as the Seller reasonably requests.
Buyer Closing Documents. Buyer shall deliver to Escrow Agent on or before the Closing Date: (i) a counterpart of the closing statement executed by Buyer; (ii) duplicate originals of each Lease executed by the applicable Landlord; (iii) one original Memorandum of Lease for each Location executed by the applicable Landlord; (iv) an original Organization and Authorization Certificate executed by Buyer; (v) any other documents, instruments or agreements called for under this Agreement or applicable Legal Requirements, which have not previously been delivered or which are reasonably necessary to Close; and (vi) the balance of the Purchase Price and all other funds due and owing from Buyer to Seller, after all applicable credits, adjustments and prorations called for under this Agreement.
Buyer Closing Documents. The Buyer shall have executed (as appropriate) and delivered to the Seller on or before the Closing Date, all of the documents which are to be delivered to the Seller pursuant to Section 9.3 hereof.
Buyer Closing Documents. Xxxxx will deliver to Seller at Closing:
A. The Purchase Price;
B. A signed resolution of Buyer authorizing and approving the transaction contemplated by this Agreement; and
C. Any other items required by this Agreement or reasonably required by the Title Company.
Buyer Closing Documents. Delivery by Buyer to Sellers at the Closing of the following documents, each dated as of the Closing Date unless otherwise specified:
(i) Two (2) Real Property Conveyance Fee Statements of Value and Receipt duly executed by Buyer for each of the Deeds (one for Geauga County and one for Portage County);
(ii) The Permit Assignment, if any, duly executed by Buyer;
(iii) The Contracts Assignment duly executed by Buyer;
(iv) A certificate from Buyer described in Section 8.3(a);
(v) A certificate of good standing of Buyer, certified by the Secretary of State of Delaware dated within ten (10) days prior to the Closing;
(vi) Copies of the resolutions, certified by the Secretary or an Assistant Secretary of Buyer as being in full force and effect on the Closing Date, evidencing that the Board of Directors of Buyer have approved and authorized the execution of this Agreement, the consummation of the Transaction contemplated hereby and thereby and the taking of all necessary corporate action to enable them to comply with all of the terms of this Agreement; and
(vii) Such other and further instruments, documents and other considerations as Sellers may reasonably deem necessary or desirable, or as may be required, to consummate the Transaction, including as may be required by the Title Company of Buyer in order to issue the Title Policy required by this Agreement; and
(viii) The Real Property Leases Assignment duly executed by Buyer.
Buyer Closing Documents. Buyer will have delivered:
(i) the cash contemplated by Section 2.4(b)(i) to Seller;
(ii) the documents listed in Section 2.4(b)(ii) through (iv) to Seller or Escrow Agent, as the case may be; and
(iii) such other documents relating to the Contemplated Transactions to be consummated at the Closing to Seller or the Seller Parties as any Seller Party may reasonably request from Buyer and which are customary in similar transactions. All corporate and other proceedings or actions taken or required to be taken by Buyer in connection with the Contemplated Transactions, and all documents incident thereto, must be reasonably satisfactory in form and substance to the Seller Parties and their legal counsel. Any condition set forth in this Section 7.2 may be waived only in a writing executed by the Seller.
Buyer Closing Documents. Buyer shall have executed the following documents, as applicable:
3.4.10.1 Company LLCA Amendment;
3.4.10.2 Investment Agreement Amendment;
3.4.10.3 Buyer 1603 Cash Grant Recapture Indemnity Agreements;
3.4.10.4 Cash Grant Letter Agreement; and
3.4.10.5 all documentation requested by the lenders under the Financing Documents pursuant to the USA PATRIOT Act of 2001, and all rules and regulations adopted thereunder (together with the Buyer Closing Certificates and the Buyer LLCA Certification, the “Buyer Closing Documents”).
Buyer Closing Documents. At the Closing, Buyer shall execute and deliver all documents and perform such actions necessary to effect and complete the Closing, including, but not limited to, the following:
i. The amounts required under the Purchase Price in Section 3 above in cash, cashier’s check, wire transfer or other immediately available funds;
ii. A joint Settlement Statement prepared by Escrow Holder for execution by Buyer;
iii. Such other documents as Seller or Escrow Holder may reasonably request in connection with this transaction.
Buyer Closing Documents. At the Closing, Seller shall deliver to Buyer the following documents:
(a) A certificate, dated as of the Closing Date, duly executed by the Seller's Secretary, certifying as to (i) the signing authority, incumbency and specimen signature of the signatory of this Agreement and the other documents signed on behalf of the Seller in connection herewith, (ii) the resolutions adopted by the Board of Directors of Seller authorizing and approving the execution, delivery and performance of this Agreement and the other documents executed in connection herewith and the consummation of the transactions contemplated hereby and thereby and stating that such resolutions have not been modified, amended, revoked or rescinded and remain in full force and effect, and (iii) the Certificate of Incorporation and By-Laws of Seller.
(b) A recently dated legal existence and good standing certificate issued by the Secretary of State of Delaware.
(c) A recently dated certificate of Seller's qualification to do business in Massachusetts issued by the Secretary of the Commonwealth of Massachusetts.
(d) The Xxxx of Sale and the Patent and Trademark Assignments, duly executed by Seller, each in the form attached hereto as Exhibits X-0, X-0 xxx X-0, respectively.
(e) An assignment, duly executed by Seller, of Seller's right, title and interest in and to all assignable guarantees and warranties, if any, issued in connection with the Assets, together with the original of each such guaranty or warranty, if such original is in the possession or control of Seller.
(f) The novation of the BT Agreement duly executed by Seller, in the form attached hereto as Schedule 7.2(f).
(g) A Non-Disturbance Agreement, duly executed by BankBoston, in the form attached hereto as Schedule 7.2(g).
(h) The original of each certificate, license, permit, authorization and approval required by law with respect to the Assets and issued by any governmental authority having jurisdiction, the absence of which would have a material adverse effect on the operation of the Business, together with an assignment thereof, duly executed by Seller, if any of the same are assignable.
(i) All files and records relating to the continuing operation and maintenance of the Assets.
(j) All books and records relating to or constituting part of the Business Assets.
(k) Such other informational instruments, documents and other materials in the possession of Seller as may be necessary or desirable for, or incidental to, the consummation...
Buyer Closing Documents. Buyer shall deliver the following:
(i) the remainder of funds necessary to pay the applicable Purchase Price;
(ii) a signed copy of the Closing Statement; and
