Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver or cause to be delivered the following:
Buyer’s Closing Deliveries. At the Closing, Buyer shall deliver to the Escrow Agent the MEP Escrow Amount for deposit into an escrow account established pursuant to the terms of the Escrow Agreement (the “Escrow Account”), and shall execute and deliver, or cause to be executed and delivered, as applicable, to Seller, the following:
(i) the Closing Amount (less the MEP Escrow Amount), in accordance with Section 1.02;
(ii) the Xxxx of Sale and Assignment, duly executed by Buyer;
(iii) the General Assignment and Assumption, duly executed by Buyer;
(iv) the DCS Assignment and Assumption, duly executed by Buyer;
(v) the Deeds, duly executed by Buyer;
(vi) the Lease Assignments, duly executed by Buyer;
(vii) the Transition Services Agreement, duly executed by Buyer;
(viii) a certificate, in form and substance reasonably satisfactory to Seller, as to the Buyer’s qualification as an accredited investor and investment intent with respect to the IDB Bonds;
(ix) evidence, in form reasonably satisfactory to Seller, that Buyer has obtained the Buyer’s Required Financial Assurance and the Mining Permits, such that, effective as of the Closing, the Seller’s Financial Assurance shall be fully released and all of Seller’s obligations under and with respect to the Mining Permits shall be fully discharged;
(x) the Excluded Property Agreement, duly executed by Buyer;
(xi) a Certificate of Good Standing (dated no more than ten days prior to Closing) with respect to Buyer from the appropriate Governmental Authority in Buyer’s state of organization, principal place of Business and the State of Alabama;
(xii) a certificate executed by an authorized officer of Buyer and dated the Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the member of Buyer and authorizing the execution, delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Buyer pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended;
(xiii) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; and
(xiv) the Escrow Agreement, duly executed by Buyer.
Buyer’s Closing Deliveries. On the Closing Date, Buyer shall execute and deliver (or cause to be executed and delivered by the applicable Buyer Parties or their respective Affiliates), and have acknowledged, as applicable, the following documents as specified below:
Buyer’s Closing Deliveries. At Closing, Buyer shall deliver or cause to be delivered to Seller, or a designated by Buyer and the senior lender for Buyer;
(i) The Cash Payment;
(ii) Note 1 executed by Buyer;
(iii) Note 2 executed by Buyer;
(iv) Two (2) counterparts of the TCB Subordination Agreement executed by Buyer and the senior lender for Buyer;
(v) Two (2) counterparts of the Pecks Subordination Agreement executed by Buyer and the Investor;
(vi) Two (2) counterparts of the Block Noncompetition Agreement executed by Buyer;
(vii) Two (2) counterparts of the Block Employment Agreement executed by Buyer;
(viii) Two (2) counterparts of the Block Finder's Fee Agreement executed by Parent;
(ix) Two (2) counterparts of the Pledge Agreement executed by Buyer;
(x) Two (2) counterparts of the Registration Rights Agreement executed by Buyer;
(xi) From counsel to Buyer, an opinion in form and substance acceptable to Seller, addressed to the Seller, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to Buyer's legal counsel;
(xii) Certified resolutions of the respective Boards of Directors of Buyer and Parent, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Buyer and Parent, respectively; and
(xiii) All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the transactions contemplated
Buyer’s Closing Deliveries. At Closing, Buyer shall deliver to Closing Agent the following: (i) the balance of the Purchase Price due at Closing; (ii) any documents or affidavits reasonably requested by the Title Company for the issuance of the Owner's Title Policy; (iii) Buyer executed counterpart of all required real estate transfer declarations, returns, and/or affidavits; (iv) Buyer executed counterpart of the closing statement; and (v) such other documents as are reasonably required by the Title Company or Closing Agent to consummate the Closing.
Buyer’s Closing Deliveries. Buyer shall deliver the following items in connection with the Closing, each of which shall be in form and substance acceptable to Seller, Shareholder and their counsel.
Buyer’s Closing Deliveries. Buyer shall have delivered to the Company the deliveries set forth in Section 2.3(b).
Buyer’s Closing Deliveries. At or prior to the Closing, Buyer will deliver the following to Seller:
(a) the certificate contemplated by Section 8.3(c);
(b) the Bills of Sale, duly executed by Buyer;
(c) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement;
(d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; and
(e) such other agreements, documents, instruments and writings as are required to be delivered by Buyer on or prior to the Closing Date pursuant to this Agreement.
Buyer’s Closing Deliveries. At the Closing, Buyer shall make the payment contemplated by Section 2.4 and deliver to Seller:
(i) a certificate duly executed by an authorized officer of Buyer, dated as of the Closing Date, certifying as to Buyer’s compliance with the conditions set forth in Section 6.3(a) and Section 6.3(b); and
(ii) counterparts of each Transaction Document other than this Agreement to which a Buyer Party is a party, duly executed by such Buyer Party.
Buyer’s Closing Deliveries. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller:
1.5.1 The Closing Purchase Price by wire transfer of immediately available funds to the account(s) specified in the wire transaction instructions delivered in writing by the Seller to the Buyer at least three Business Days prior to the Closing;
1.5.2 The Unit Assignment, duly executed by the Buyer;
1.5.3 A good standing certificate (or equivalent document), dated within five Business Days of the Closing, for the Buyer issued by the secretary of State of Delaware;
1.5.4 A certificate of the Buyer signed by an officer of the Buyer: (a) certifying that the conditions set forth in Sections 6.3.1 and 6.
