Buyer Obligations at Closing Sample Clauses

Buyer Obligations at Closing. At the Closing, Buyer and Xxxxxxx Investment, as applicable, shall deliver or cause to be delivered to Louisiana-Pacific: (a) The Closing Cash Payment, by wire transfer of immediately available funds to Redwood LLC's account, as specified by Redwood, LLC in writing not less than five business days prior to the Closing Date; (b) if applicable, a duly executed Note and related documentation; (c) duly executed counterpart to the Assignment and Assumption Agreement; (d) in the event that any necessary third Person consents are actually obtained therefor (it being understood that such consent shall not be a condition to Closing), a duly executed counterpart to each Assignment and Assumption of Lease; (e) certificate of the Secretaries of Buyer and Xxxxxxx Investment (i) certifying to the attached Charter, Bylaws and board resolutions authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and (ii) attesting to the incumbency of Buyer's and Xxxxxxx Investment's officers executing this Agreement, the Ancillary Agreements and the certificates, agreements and transfer documents delivered by Buyer at the Closing; (f) certificate of duly authorized officer on behalf of each of Buyer and Xxxxxxx Investment, dated the Closing Date, pursuant to which the applicable entity (i) certifies as to compliance with the conditions set forth in Article VIII and (ii) represents and warrants that all of the representations and warranties of the applicable entity are true and correct in all material respects as of the Closing Date; (g) copies of applications for employment and initial and final letters offering employment to certain of the Business Employees pursuant to Section 11.1, substantially in the form of Exhibit 3.3(g); and (h) the Ancillary Agreements, duly executed by Buyer, Xxxxxxx Investment or their Affiliates, as applicable.
Sample 1
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Buyer Obligations at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Sellers and to Dxxxxxx, as applicable: (a) The GCT Common Stock, Warrant and Class A Membership Units, as defined in Section 2.2, which shall be delivered to Dxxxxxx; (b) the Bxxx of Sale; (c) the Assignment and Assumption Agreement; (d) the Lease Assignment and Assumption Agreements; and (e) The Ancillary Agreements duly executed by Buyer, including but not limited to the GCT Employment Agreement, the GCT-TX Employment Agreement and Form of Warrant.
Sample 1
Buyer Obligations at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller: (a) The purchase price, by wire transfer of immediately available funds to the Seller's account at Federal Reserve Bank San Francisco, Routing Number 1211-41000, Attn: Xxxxxxx X. Xxxxxxxx; (b) An executed Indemnification Agreement by Xxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxx Xxxxx and Xxxxxx Xxxxxxx indemnifying the Seller from any further obligations under real property leases known as the (1) Shopping Center Lease dated November 24, 1997 and ending November 23, 2000, (2) Office and Building Lease in the name of Allied Bank F.S.B. and Xxxxx Xxxxxx dated July 25, 1996 including three addendums ending January 1,2002, and (3) Hacienda Professional Building lease dated February 14, 1997 in the name of Allied Bank and Xxxxx Xxxxxx Mortgage Partners ending February 14, 2000, in substantially the form attached hereto as Exhibit D; (c) Resignations of all officers of Valley, in substantially the form attached hereto as Exhibit E; (d) A written acknowledgment that Buyer will be providing positions for the individuals currently employed by the Seller and set forth on Schedule 10, in substantially the form attached hereto as Exhibit F; (e) Evidence of the assumption by Buyer of (i) all contracts and agreements set forth on Schedule 4 and (ii) all liabilities set forth on Schedule 9; and (f) Certificates of duly authorized officers of Buyer, dated the Closing Date, certifying as to their authority to sign this Agreement and the Transaction Documents on behalf of the Buyer, in substantially the form attached hereto as Exhibit G. (g) Buyer agrees to cause its affiliate, Pacific Guarantee Mortgage Corporation, to provide services to the Seller pursuant to the terms of that certain Residential Mortgage Loan Services and Purchase Agreement between Pacific Guarantee Mortgage Corporation and the Seller, dated August 27, 1999, attached hereto as Exhibit I.
Sample 1
Buyer Obligations at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller, which such obligations may be waived by the Seller at Closing: (a) final Buyer Disclosure Schedules, as required under this Agreement; (b) the Cash Upfront Payment; (c) the Closing Cash Payment; (d) the Subject Buyer LLC Interests; (e) the Buyer Operating Agreement duly executed by all managers and members of Buyer (other than GCT); (f) the Assignment and Assumption Agreement; (g) the Truck Rental Agreement; (h) a certificate of the manager or officer of Buyer certifying as to (i) its Charter; (ii) its Operating Agreement as in effect immediately prior to the Effective Date; (iii) resolutions adopted by all managers and members of Buyer approving this Agreement, all Ancillary Documents and all transactions contemplated hereby and thereby (including, without limitation, the issuance of Subject Buyer LLC Interests, the admission of GCT as a member of Buyer and the adoption of the Buyer Operating Agreement); (iv) the incumbency and signatures of all signatories on behalf of Buyer; and (v) a recent good standing certificate of Buyer from the state of organization and all other states in which Buyer is qualified to do business; and (i) Any and all actions necessary to effectuate the assumption of the Assets by Buyer.
Sample 1

Related to Buyer Obligations at Closing

  • Buyer Obligations During the Delivery Term, Buyer shall arrange and be responsible for transmission service, including risk of transmission outage or curtailment, from the Delivery Point and bear all risks and costs associated with such transmission service, including, but not limited to, any transmission outages or curtailment. During the Delivery Term, Buyer shall Schedule or arrange for Scheduling Coordinator services with its Transmission Providers to receive the Product at the Delivery Point. During the Delivery Term, Buyer shall be responsible for all CAISO costs and charges, electric transmission losses and congestion from the Delivery Point.

  • Seller’s Obligations at Closing At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • Seller’s Obligations at the Closing At the Closing, Seller will do, or cause to be done, the following:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Purchaser Obligations EXPIRATION. Upon expiration of this Participating Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Agreement. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Participating Addendum that is executed prior to expiration of this Participating Addendum allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Agreement.

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

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