Buyer's Delivery Obligations. At the Closing, Buyer will deliver (or ---------------------------- cause to be delivered) to Seller the following:
(a) the Base Purchase Price required to be paid at the Closing, as adjusted in accordance with this Agreement;
(b) a Xxxx of Sale in the form attached as EXHIBIT A;
(c) an Assignment and Assumption of Contracts in the form attached as EXHIBIT B;
(d) a certificate, dated the Closing Date, signed by an executive officer of Buyer, stating that to his or her knowledge, the conditions set forth in SECTIONS 8.3.1 and 8.3.2, are satisfied;
(e) an opinion of Xxxx X. Xxxxxx, Esq., counsel to Buyer, dated the Closing Date, in the form set forth in EXHIBIT H; and
(f) such other documents as Seller may reasonably request in connection with the transactions contemplated by this Agreement.
Buyer's Delivery Obligations. To effect the sale and transfer referred to in Section 2.1 hereof, Buyer will, at the Closing, execute and deliver to Seller:
3.2.2.1 the Purchase Price, including the Holdback Note;
3.2.2.2 all Ancillary Agreements required to be executed by Buyer; and
3.2.2.3 all certificates, opinions of counsel and other documents described in Article VIII.
Buyer's Delivery Obligations. At the Closing, Buyer will deliver ---------------------------- (or cause to be delivered) to Seller the following:
(a) the portion of the Base Purchase Price required to be paid to Seller at the Closing as provided in SECTION 3.1.1, as adjusted in accordance with this Agreement, and the portion of the Base Purchase Price required to be delivered to the Escrow Agent at the Closing as provided in SECTION 3.1.2;
(b) a Xxxx of Sale in the form attached as EXHIBIT A;
(c) an Assignment and Assumption of Contracts in the form attached as EXHIBIT B;
(d) a certificate, dated the Closing Date, signed by an executive officer of Buyer, stating that to his or her knowledge, the conditions set forth in SECTIONS 8.3.1 and 8.3.2, are satisfied;
(e) an opinion of Xxxx X. Xxxxxx, Esq., counsel to Buyer, dated the Closing Date, in the form set forth in EXHIBIT H;
(f) the Escrow Agreement in the form attached as EXHIBIT I;
(g) if required pursuant to SECTION 7.24, the Services Agreement; and
(h) such other documents as Seller may reasonably request in connection with the transactions contemplated by this Agreement.
Buyer's Delivery Obligations. At the Closing, Buyer will deliver (or cause to be delivered) to Seller the following:
(a) the Purchase Price required to be paid at the Closing, as adjusted in accordance with this Agreement;
(b) the Bills of Sale executed by Buyer;
(c) a certificate, dated the Closing Date, signed by an authorized Person of Buyer, stating that, to Buyer's knowledge, the conditions set forth in Sections 7.3.1 and 7.3.2 are satisfied;
(d) An opinion of Sonnenschein, Nath and Xxxxxxxxx, counsel for Buyer, in a form reasonably acceptable to Seller;
(e) such other documents as Seller may reasonably request in connection with the transactions contemplated by this Agreement, including the Retained Franchise Management Agreement and the Escrow Agreement, if required under this Agreement.
Buyer's Delivery Obligations. At the Closing, Buyer will deliver (or cause to be delivered) to Seller the following:
9.4.1 the Closing Date Payment;
9.4.2 an executed Bill of Sale and Assignment xxx Assumption in the form of Exhibit A to this Agreement; and
9.4.3 such other documents as Seller may reasonably request in connection with the transactions contemplated by this Agreement.
Buyer's Delivery Obligations. At the Closing, Buyer will deliver (or cause to be delivered) to Seller the following:
(a) The Purchase Price required to be paid at the Closing, as adjusted in accordance with this Agreement;
(b) The Bill xx Sale executed by Buyer;
(c) A certificate, dated the Closing Date, signed by an officer of Buyer, stating, solely in his or her capacity as such officer, that the conditions set forth in Sections 7.3.1 and 7.3.2 are satisfied;
(d) An opinion of Irell & Manexxx XXX, counsel for Buyer, in substantially the form of EXHIBIT D; and
(e) Such other documents as Seller may reasonably request in connection with the transactions contemplated by this Agreement.
Buyer's Delivery Obligations. At the Closing, Buyer will deliver (or cause to be delivered) to Seller the following:
(a) A certificate representing the Share Consideration;
Buyer's Delivery Obligations. To effect the sale and transfer referred to in Section 2.1 hereof, Buyer will, at the Closing, execute and deliver to Sellers:
3.2.2.1 the Purchase Price, including the Holdback Note, Letter of Credit and Escrow;
3.2.2.2 all Ancillary Agreements required to be executed by Buyer; and
3.2.2.3 all certificates, opinions of counsel and other documents described in Article VIII.
Buyer's Delivery Obligations. At the Closing, Buyer will deliver (or ----------------------------- cause to be delivered) to Seller the following:
9.3.1 the Base Purchase Price required to be paid at the Closing, as adjusted in accordance with Section 3.4.1 of this Agreement minus the Deposit (plus interest accrued thereon);
9.3.2 a Xxxx of Sale, Assignment and Assumption Agreement in the form attached as EXHIBIT B;
9.3.3 an Assignment and Assumption of Contracts in the form attached as EXHIBIT C;
9.3.4 a certificate, dated the Closing Date, signed by an executive officer of Buyer, stating that to his or her knowledge, the conditions set forth in SECTIONS 8.2.1, 8.2.2, 8.2.6 and 8.2.7 are satisfied;
9.3.5 the opinion of Xxxxxxxxx Xxxxxx, Esq., counsel for Buyer, dated the Closing Date, in substantially the form set forth in EXHIBIT H; and
9.3.6 such other documents as Seller may reasonably request in connection with the transactions contemplated by this Agreement.
Buyer's Delivery Obligations. At the Closing, Buyer will deliver (or caused to be delivered) to Sellers the following:
(a) the Base Purchase Price pursuant to Section 3.
(b) an Assumption Agreement in the form attached as Exhibit B.
(c) (i) a certificate, dated the Closing Date, signed on behalf of Buyer by the chief executive officer or a vice president of Buyer, stating that the conditions set forth in Sections 8.3.1 and 8.3.2 are satisfied; and (ii) such other documents as Sellers may reasonably request in connection with the transactions contemplated by this Agreement.
(d) an opinion of Dow, Xxxxxx & Xxxxxxxxx, Buyer's counsel, addressed to each Seller and dated the Closing Date, in the form attached as Exhibit F.
