Buyer Deliveries. (a) [Reserved]
(b) The Buyer shall deliver the following documents at the Closing:
(i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder;
(ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;
(iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;
(iv) with respect to each Property:
(A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto;
(B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto;
(C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto;
(D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);
(E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and
(F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto;
(v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);
(vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;
(vii) a closing certificate in the form of Exhibit I attached hereto;
(viii) all transfer Tax returns, to the extent required by law and t...
Buyer Deliveries. Without limiting the generality of the foregoing, at the Closing each Buyer shall deliver to the Company such Buyer’s respective portion of the Purchase Price.
Buyer Deliveries. Buyer shall deliver to Seller the following:
(a) A duly executed and acknowledged Assignment and Assumption Agreement;
(b) Appropriate documentation to evidence the assignment and assumption of the Bond Documents as may be reasonably required in order to effectuate the release, assignment and assumption transactions respecting the Bond Documents as contemplated in this Agreement;
(c) A certificate of Buyer ("BUYER CLOSING CERTIFICATE") updating the representations and warranties contained in paragraph 7B hereto to the Closing Date and noting any changes thereto;
(d) Evidence reasonably satisfactory to Seller and Escrow Holder respecting the due organization of Buyer and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; and
(e) Such additional documents as may be reasonably required by Seller and Title Company in or to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Buyer in a manner not otherwise provided for herein).
Buyer Deliveries. At the Closing, Buyer shall deliver to the Company the Purchase Price and, if applicable, any counterpart signature pages to this Agreement executed by any Permitted Assignees pursuant to Section 5.1 hereof.
Buyer Deliveries. On or prior to the Closing Date, Buyer shall, or if applicable shall cause Buyer’s operator assignee to, deliver to Escrow Holder the following:
Buyer Deliveries. On the Closing Date, Buyer will deliver the following to the Escrow Agent, in form and substance reasonably acceptable to Seller, all duly executed by Buyer, where appropriate, each of which will be a condition precedent to Seller’s obligation to close the transaction contemplated by this Agreement:
(i) Executed counterparts of the real estate transfer declarations described above, if applicable;
(ii) Two original counterparts of the Assignment Agreement;
(iii) Buyer’s counterpart of the Prorate Statement;
(iv) Evidence of Buyer’s existence and authority to perform its obligations under this Agreement, in form and substance reasonably satisfactory to the Title Company;
(v) The Purchase Price, less the Exxxxxx Money, and plus or minus prorations and adjustments as provided herein; and
(vi) Such other documents, instruments, or agreements as may be reasonably requested by the Title Company or the Escrow Agent in order to issue the Title Policy and to otherwise consummate the Closing.
Buyer Deliveries. At the Closing, Buyer shall execute and deliver, or cause to be executed and delivered:
(i) to the Company and the Representative on behalf of the Members, a certificate of Buyer pursuant to Section 7.1(a);
(ii) to the Representative, in immediately available funds, an amount in cash, without interest, equal to the Enterprise Value, plus (A) the Estimated Closing Cash, plus (B) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, less (C) the Estimated Company Expenses, less (D) Estimated Closing Debt, less (E) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (F) the Escrow Amount, less (G) the Reserve Amount, less (I) the Fixed Transaction Bonus Payments. The Representative shall hold such funds for the benefit of the Members and the Variable Transaction Bonus Recipients. The Representative shall first determine the portion of such fund payable to the Variable Transaction Bonus Recipients pursuant to the Variable Transaction Bonus Agreements; shall pay to each of the Non-Employee Variable Transaction Bonus Recipients his respective Variable Transaction Bonus; and shall pay to the Company for the benefit of the Employee Variable Transaction Bonus Recipients the aggregate amount of the Variable Transaction Bonuses payable to the Employee Variable Transaction Bonus Recipients (and the Company shall pay to the Employee Variable Transaction Bonus Recipients their respective Variable Transaction Bonuses after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings). The Representative shall allocate the amount remaining among the Members in accordance with Section 4.1.3 of the LLC Agreement as in effect immediately prior to the Effective Time and shall pay to each Member who has submitted an executed Member Confirmation to the Representative such Member’s respective share of the amount allocated to the Members;
(iii) to the Company, the Fixed Transaction Bonuses and Annual Bonuses payable to Company employees in immediately available funds (and Buyer shall cause such Fixed Transaction Bonuses and Annual Bonuses to be paid to such employees within two (2) Business Days after the Closing Date after deduction of applicable income and employment Tax withholdings, as well as any other required withholdings under Section 3.9);
(iv) the amount of Funded Debt deducted as part of t...
Buyer Deliveries. At the Closing, Buyer shall deliver to Sellers:
(a) the Purchase Price as required by Section 2.2 hereof;
(b) the documents described in Sections 7.3, 7.5 and 7.6 hereof; and
(c) such other documents and instruments as counsel for Buyer and Sellers mutually agree to be reasonably necessary to consummate the transactions described herein.
Buyer Deliveries. At Closing, Buyer shall deliver to Seller the following, and it shall be a condition to Seller's obligation to close that Buyer shall have delivered the same to Seller:
6.3.1. In accordance with Seller's instructions, a wire transfer in the amount required under Section 2.2 hereof (subject to the adjustments provided for in this Agreement), transferred to the order or account of Seller or to such other person or persons as Seller shall designate in writing.
6.3.2. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated hereby.
