Closing Deliverables of the Purchaser Sample Clauses

Closing Deliverables of the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following: (a) the Xxxx of Sale executed by the Purchaser; and (b) payment of the Purchase Price in accordance with Section 2.2.

Closing Deliverables of the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following: (a) the Xxxx of Sale executed by the Purchaser; (b) payment of the Initial Purchase Price in accordance with Section 2.2; (c) standard existence and authority opinions in respect of the Purchaser, enforceability opinions in respect of this Purchase and Sale Agreement, and an opinion that this Agreement does not conflict with the organizational documents of the Purchaser or applicable law, each opinion from counsel to the Purchaser and in form to be mutually agreed upon by the Seller and the Purchaser prior to the Closing Date; and (d) certificate(s) of an executive officer of RP Management, LLC, as administrator of the Purchaser, or the owner trustee of the Purchaser (the statements made in any of which shall be true and correct on and as of the Closing Date): (i) attaching copies, certified by such officer as true and complete, of the organizational documents of the Purchaser; (ii) setting forth the incumbency of the officer or officers of the owner trustee of the Purchaser who have executed and delivered the Transaction Documents, including therein a signature specimen of each such officer or officers; (iii) attaching a copy, certified as true and complete, of a good standing certificate of the appropriate Governmental Authority of the Purchaser’s jurisdiction of organization, stating that the Purchaser is in good standing under the Applicable Laws of such jurisdiction; (iv) certifying that the representations and warranties of the Purchaser contained in Article IV are true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it is true and correct in all material respects as of such date; and (v) certifying that the Purchaser has performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Purchase and Sale Agreement at or prior to the Closing Date.

Closing Deliverables of the Purchaser. At or prior to the Closing Date, the Purchaser shall deliver to the Company the following:

Closing Deliverables of the Purchaser. At the Closing, the Purchaser shall provide, or cause to be provided, to the Securityholders the following: (a) book-entry evidence or share certificates representing the shares of the Purchaser Stock Consideration that will be issued by the Purchaser to the Securityholders under this Agreement; and (b) a certificate of a duly authorized officer of the Purchaser, dated as of the Closing Date, expressly certifying: (i) a copy of the resolutions duly adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance by the Purchaser of each Transaction Document to which the Purchaser is a party and the consummation of the Transactions, and (ii) a certified copy of the Purchaser Restated Certificate.

Closing Deliverables of the Purchaser. (a) At the Initial Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following: (i) the Bxxx of Sale executed by the Purchaser; and (ii) payment of the Purchase Amount in accordance with Section 2.2(a). (b) At the Subsequent Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following: (i) the Bxxx of Sale executed by the Purchaser; and and (ii) payment of the second portion of the Purchase Amount in accordance with Section 2.2(b).

Closing Deliverables of the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller Parties the following: (a) a counterpart signature page to the Closing Date Bill of Sale – Purchaser, duly executed by the Purchaser; (b) a counterpart signature page to the Security Agreements, duly executed by the Purchaser; (c) a counterpart signature page to the Pledge and Security Agreement, duly executed by the Purchaser; (d) the Closing Payment in accordance with Section 2.2; (e) a duly executed IRS Form W-9 from the Purchaser certifying it is a United States person as defined in Section 7701(a)(30) of the Code and exempt from U.S. federal backup withholding; and (f) a duly executed certificate of an executive officer of the Purchaser dated as of the Closing Date and setting forth the incumbency of the officer or officers of the Purchaser who have executed and delivered the Transaction Documents to which the Purchaser is a party, including therein a signature specimen of each such officer or officers.

Closing Deliverables of the Purchaser. At Closing, the Purchaser shall deliver or cause to be delivered to the Representative the Indemnity Escrow Agreement and the Working Capital Escrow Agreement, duly executed by the Purchaser and proof of payment of the LLC Interest Purchase Price as required under Section 2.03(c) hereof and of the payment of the portion of the Initial Stock Purchase Price as required under Section 2.03(b) hereof.

Closing Deliverables of the Purchaser. On or at the Closing, the Purchaser shall cause to be delivered each of the following:

Closing Deliverables of the Purchaser. The Purchaser shall have delivered to the Seller each of the deliverables set forth in Section 2.8(b).

Closing Deliverables of the Purchaser. The Purchaser shall have delivered, or caused to be delivered, to the Sellers the following: (a) a certificate of a duly authorized officer of the Purchaser, dated as of the Closing Date, expressly certifying a copy of the resolutions duly adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance by the Purchaser of each Transaction Document to which the Purchaser is a party and the consummation of the Transactions; (b) the Escrow Agreement, executed by a duly authorized officer of the Purchaser and the Escrow Agent; and (c) a copy of a filed Listing of Additional Shares application for the listing of the Purchaser Shares on NASDAQ.