Common use of Buyer’s Closing Documents Clause in Contracts

Buyer’s Closing Documents. At or prior to the Closing, Buyer shall ------------------------- deliver, or cause to be delivered, to Seller, in addition to each of the other instruments, documents, certificates or other deliveries required to be made and delivered hereunder, the following (herein referred to collectively as the "Buyer's Closing Documents"): (a) The full amount of the Purchase Price payable pursuant to Section 3.01(a), plus any and all other sums required to be paid by Buyer to Seller in accordance with the provisions of this Agreement. (b) The Assignments, the Lease Assignments and the Intangibles Assignments, pursuant to which Buyer shall assume all of the obligations and Liabilities of Seller under each of the Facility Contracts and the Miscellaneous Property Assets assigned to Buyer arising from and after the Closing Date, and the other Assumed Liabilities. (c) Original copies, executed by or on behalf of Buyer, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the state, county or municipality on the transaction contemplated hereby. (d) The Preliminary Closing Statement pursuant to Section 6.03. (e) Originals or certified copies of all of the formation documents of the Buyer. (f) Such instruments, documents or certificates, executed by or on behalf of Buyer, as may be required by the Title Company as a condition to the issuance of any of its Title Policies as herein contemplated. (g) Such instruments, documents or certificates (including certificates of public officials to the extent the same are available) as Seller or its counsel may, reasonably request in order to attest to the organization and existence of Buyer, its authority to execute and deliver this Agreement and to effect the transactions herein contemplated, and attesting to the taking of all necessary action to authorize the herein contemplated transactions. (h) An opinion of Buyer's counsel substantially in the form attached hereto as Schedule 5.05(h). ---------------- (i) Such other documents, instruments or agreements which Buyer is required to deliver to Seller pursuant to the provisions of this Agreement or which is reasonably required to consummate the transactions contemplated by this Agreement, provided that Buyer shall not, in connection with the execution and delivery of any such other documents, instruments or agreements be obligated to incur any Liabilities or obligations in addition to those otherwise herein in this Agreement contemplated.

Buyer’s Closing Documents. At or prior For and in consideration of, and as a condition precedent to, Seller’s delivery to Buyer of the ClosingDeed, Buyer shall ------------------------- deliverobtain and deliver to Seller, or cause to be delivered, obtained and delivered to Seller, in addition at the Closing the following documents (collectively, the “Buyer’s Closing Documents”, all of which shall be duly executed and witnessed, which documents Seller agrees to each execute where required): 11.3.1 Such evidence as the Title Insurer shall reasonably require as to the authority of the other instruments, documents, certificates or other deliveries required to be made and delivered hereunder, the following (herein referred to collectively as the "Buyer's Closing Documents"): (a) The full amount of the Purchase Price payable pursuant to Section 3.01(a), plus any and all other sums required to be paid by Buyer to Seller in accordance with the provisions of this Agreement. (b) The Assignments, the Lease Assignments and the Intangibles Assignments, pursuant to which Buyer shall assume all of the obligations and Liabilities of Seller under each of the Facility Contracts and the Miscellaneous Property Assets assigned to Buyer arising from and after the Closing Date, and the other Assumed Liabilities. (c) Original copies, executed by or parties acting on behalf of Buyer, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the state, county or municipality on the transaction contemplated hereby. (d) The Preliminary Closing Statement pursuant Seller and Buyer to Section 6.03. (e) Originals or certified copies of all of the formation documents of the Buyer. (f) Such instruments, documents or certificates, executed by or on behalf of Buyer, as may be required by the Title Company as a condition to the issuance of any of its Title Policies as herein contemplated. (g) Such instruments, documents or certificates (including certificates of public officials to the extent the same are available) as Seller or its counsel may, reasonably request in order to attest to the organization and existence of Buyer, its authority to execute and deliver enter into this Agreement and to effect discharge the transactions herein contemplated, obligations of Seller and attesting to the taking of all necessary action to authorize the herein contemplated transactions.Buyer pursuant hereto; (h) An opinion of Buyer's counsel substantially 11.3.2 A closing statement; 11.3.3 A General Assignment in the form attached hereto as Schedule 5.05(hExhibit F; 11.3.4 A lease agreement, in the form attached hereto as Exhibit G, whereby Seller agrees to lease from Buyer (or IWSGT, as applicable). ----------------, and Buyer agrees to lease (or cause to be leased) to Seller, the Improved Land and Improvements; and (i) 11.3.5 Such other documentsfurther instructions, instruments documents and information as Seller or agreements which Buyer is required to deliver to Seller pursuant to the provisions of this Agreement or which is Title Insurer may reasonably required request as necessary to consummate the transactions purchase and sale contemplated by this Agreement. Buyer agrees to furnish a separate set of Buyer’s Closing Documents, provided that Buyer shall notappropriately modified from the Exhibits attached to this Agreement, in connection with order to separate the execution conveyance of the Improved Land and delivery the Improvements from the conveyance of any such other documents, instruments or agreements be obligated to incur any Liabilities or obligations in addition to those otherwise herein in this Agreement contemplatedthe Xxxxx Property and the Xxxxx Improvements as determined by Buyer.

Buyer’s Closing Documents. At or prior to the Closing, Buyer shall ------------------------- deliver, or cause to be delivered, to Seller, in addition to each of the other instruments, documents, certificates or other deliveries required to be made and delivered hereunder, the following (herein referred to collectively as the "Buyer's Closing Documents"):will: (a) The full amount of the Purchase Price payable pursuant to Section 3.01(a), plus any and all other sums required to be paid by Buyer Deliver to Seller in accordance with the provisions of this Agreement.consideration described under Section 3; (b) The Assignments, the Lease Assignments Duly and the Intangibles Assignments, pursuant to which Buyer shall assume all of the obligations and Liabilities of Seller under each of the Facility Contracts and the Miscellaneous Property Assets assigned to Buyer arising from and after the Closing Date, and the other Assumed Liabilities. (c) Original copies, executed by or on behalf of Buyer, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the state, county or municipality on the transaction contemplated hereby. (d) The Preliminary Closing Statement pursuant to Section 6.03. (e) Originals or certified copies of all of the formation documents of the Buyer. (f) Such instruments, documents or certificates, executed by or on behalf of Buyer, as may be required by the Title Company as a condition to the issuance of any of its Title Policies as herein contemplated. (g) Such instruments, documents or certificates (including certificates of public officials to the extent the same are available) as Seller or its counsel may, reasonably request in order to attest to the organization and existence of Buyer, its authority to validly execute and deliver this Agreement an Assignment and to effect the transactions herein contemplatedAssumption Agreement, and attesting to the taking of all necessary action to authorize the herein contemplated transactions. (h) An opinion of Buyer's counsel substantially in the form attached hereto as Schedule 5.05(h). ----------------Exhibit C, under which Buyer shall undertake to pay and fully discharge all Assumed Obligations; (c) Deliver to Seller copies of the resolutions of the board of directors of Buyer authorizing the execution and delivery, and performance of Buyer’s obligations under this Agreement, certified by the Secretary or an Assistant Secretary of Buyer; (d) Deliver to Seller copies of the resolutions of the board of directors of ART authorizing the issuance and delivery of the Arrhythmia Shares hereunder; (e) Deliver to Seller, a written opinion of Bowditch & Xxxxx, LLP, counsel to Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller and such counsel, to the effect that: (i) Such other documents, instruments or agreements which Buyer is required a corporation duly organized and validly existing and in good standing under the Laws of the jurisdiction of its formation; and (ii) Buyer has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the other agreements delivered pursuant to this Agreement to which it is a party (the “Buyer Agreements”) in accordance with its terms; and (iii) this Agreement and each of the Buyer Agreements have been duly and validly authorized, executed and delivered by Buyer and constitute the legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and general principles of Law and equity; and (f) Deliver to Seller pursuant to the provisions of this Agreement or which is reasonably required to consummate the transactions contemplated by this Agreement, provided that Buyer shall not, in connection with the execution and delivery of any such other documents, instruments or agreements be obligated to incur any Liabilities or obligations in addition to those otherwise herein in this Agreement contemplateddocuments as Seller shall reasonably request.

Buyer’s Closing Documents. At or prior to the Closing, Buyer shall ------------------------- deliver, or cause to be delivered, to SellerSellers, in addition to each of the other instruments, documents, certificates or other deliveries required to be made and delivered hereunder, the following (herein referred to collectively as the "Buyer's Closing Documents"): (a) The full amount of the Purchase Price payable pursuant to Section 3.01(a)Price, plus any and all other sums required to be paid by Buyer to Seller Sellers in accordance with the provisions of this Agreement. (b) The Ground Lease Assignment, pursuant to which Buyer shall assume all of the applicable Seller's obligations under the Ground Lease and Ancillary Newtxx Xxxses arising from and after the Closing Date. (c) The Assignments, the Lease Assignments and the Intangibles Assignments, pursuant to which Buyer shall assume all of the obligations and Liabilities of Seller Sellers under each of the Facility Hotel Contracts and the Miscellaneous Property Assets assigned to Buyer arising from and after the Closing Date, and the other Assumed Liabilities. (c) Original copies, executed by or on behalf of Buyer, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the state, county or municipality on the transaction contemplated hereby. (de) The Preliminary Closing Statement pursuant to Section 6.03. (ef) Originals or certified copies of all of the formation documents of the Buyer. (fg) Such instruments, documents or certificates, executed by or on behalf of Buyer, as may be required by the Title Company as a condition to the issuance of any of its Title Policies as herein contemplated. (gh) Such instruments, documents or certificates (including certificates of public officials to the extent the same are available) as Seller Sellers or its their counsel may, reasonably request in order to attest to the organization and existence of Buyer, its authority to execute and deliver this Agreement and to effect the transactions herein contemplated, and attesting to the taking of all necessary action to authorize the herein contemplated transactions. (h) An opinion of Buyer's counsel substantially in the form attached hereto as Schedule 5.05(h). ---------------- (i) Such other documents, instruments or agreements which Buyer is required to deliver to Seller Sellers pursuant to the provisions of this Agreement or which is reasonably required may be necessary to consummate the transactions contemplated by this Agreement, provided that Buyer shall not, in connection with the execution and delivery of any such other documents, instruments or agreements be obligated to incur any Liabilities or obligations in addition to those otherwise herein in this Agreement contemplated. (j) The Water Agreement.