Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. In addition to delivery of the amount required under Subsection 4(a) above, Purchaser agrees to execute and deliver at the Closing, or cause to be executed and delivered at Closing: (a) Immediately available funds in the amount provided in Subsection 4(a); (b) Such instruments as shall be necessary or desirable in the judgment of the Sellers to effect the assumption by Purchaser of the Lease and the Assumed Contracts; (c) Certified copy of resolutions duly adopted by the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement and consummation of transactions described herein, which shall be in full force and effect at the time of delivery; (d) A certificate signed by the president of Purchaser to the effect that all representations and warranties of Purchaser contained in this Agreement are true at and as of Closing, that Purchaser has performed all agreements on its part required to be performed hereunder, and that Purchaser is not in default under any of the provisions of this Agreement; (e) Written consent from the bank, approving the transactions herein; (f) Certified copy of resolutions authorizing Richxxx X. Xxxxxxxx xx act or sign documents on behalf of Purchaser as an authorized agent; and (g) With respect to Lease deposits, Sellers shall not seek nor accept the return of the Lease deposit, or any part thereof, and Purchaser shall pay to Sellers at Closing, among other payments, an amount sufficient to cover Sellers' Lease deposit with Lessor. In the event lessor terminated the Lease agreement and the termination is based upon the change of lessees, Sellers shall request return of Lease deposit from lessor and return to Purchaser the amount received from lessor.

Closing Deliveries by Purchaser. In addition to delivery of the amount required under Subsection 4(a) above, Purchaser agrees to execute and deliver at the Closing, or cause to be executed and delivered at Closing: (a) Immediately available funds in the amount provided in Subsection 4(a); (b) A Promissory Note in accordance with 4(b); (c) Such instruments as shall be necessary or desirable in the judgment of the Sellers to effect the assumption by Purchaser of the Lease and the Assumed Contracts; (cd) Certified copy of resolutions duly adopted by the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement and consummation of transactions described herein, which shall be in full force and effect at the time of delivery; (de) A certificate signed by the president of Purchaser to the effect that all representations and warranties of Purchaser contained in this Agreement are true at and as of Closing, that Purchaser has performed all agreements on its part required to be performed hereunder, and that Purchaser is not in default under any of the provisions of this Agreement; (ef) Written consent from the bank, approving the transactions herein; (fg) Certified copy of resolutions authorizing Richxxx X. Xxxxxxxx xx act or sign documents on behalf of Purchaser as an authorized agent; and (gh) With respect to Lease deposits, Sellers shall not seek nor accept the return of the Lease deposit, or any part thereof, and Purchaser shall pay to Sellers at Closing, among other payments, an amount sufficient to cover Sellers' Lease deposit with Lessor. In the event lessor terminated the Lease agreement and the termination is based upon the change of lessees, Sellers shall request return of Lease deposit from lessor and return to Purchaser the amount received from lessor.

Closing Deliveries by Purchaser. In addition to delivery of the amount required under Subsection 4(a) above, Purchaser agrees to execute and deliver at At the Closing, Purchaser shall deliver to (or cause to be executed and delivered at Closingthe direction of) Seller: (a) Immediately the Purchase Price, by wire transfer of immediately available funds in the amount provided in Subsection 4(a)funds; (b) Such instruments as shall be necessary or desirable the Cure Costs, in accordance with Section 1.3(b) and subject to the judgment limitations set forth therein, by wire transfer of the Sellers to effect the assumption by Purchaser of the Lease and the Assumed Contractsimmediately available funds; (c) Certified copy of resolutions the Assignment and Assumption Agreement duly adopted executed by the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement and consummation of transactions described herein, which shall be in full force and effect at the time of deliveryPurchaser; (d) A certificate signed the Assignment and Assumption of U.S. Leases duly executed by the president of Purchaser to the effect that all representations and warranties of Purchaser contained in this Agreement are true at and or a Designated Purchaser, as of Closing, that Purchaser has performed all agreements on its part required to be performed hereunder, and that Purchaser is not in default under any of the provisions of this Agreementapplicable; (e) Written consent from only in the bankevent Purchaser provides written notice to Seller indicating that Purchaser does not wish to include all of the shares of the Company Subsidiary Stock in the Purchased Assets and that Purchaser instead wishes to purchase Company Subsidiary Assets pursuant to Section 8.20, approving the transactions hereineach Assignment and Assumption of India Lease duly executed by Purchaser or a Designated Purchaser, as applicable; (f) Certified copy the Intellectual Property Assignment and Assumption Agreement, duly executed by Purchaser; (g) an officer’s certificate, dated as of resolutions authorizing Richxxx X. Xxxxxxxx xx act or sign documents on behalf the Closing Date, executed by a duly authorized officer of Purchaser as an authorized agentcertifying that the conditions set forth in Sections 9.2(a) and 9.2(b) have been satisfied; and (gh) With respect all other certificates, agreements and other documents required by this Agreement (or as Seller may reasonably request that are customary for a transaction of this nature and necessary to Lease deposits, Sellers shall not seek nor accept evidence or consummate the return of transactions contemplated by this Agreement) to be delivered by Purchaser at or prior to the Lease deposit, or any part thereof, and Purchaser shall pay to Sellers at Closing, among other payments, an amount sufficient to cover Sellers' Lease deposit Closing in connection with Lessor. In the event lessor terminated the Lease agreement and the termination is based upon the change of lessees, Sellers shall request return of Lease deposit from lessor and return to Purchaser the amount received from lessortransactions contemplated by this Agreement.

Closing Deliveries by Purchaser. In addition to delivery of the amount required under Subsection 4(a) above, Purchaser agrees to execute and deliver at At the Closing, or cause Purchaser shall deliver to be executed and delivered at Closing:Sellers: to Sellers; (a) Immediately available funds in the amount provided in Subsection 4(a)Assignment and Assumption Agreement duly executed by Purchaser; (b) Such instruments as shall be necessary or desirable in written authorization for the judgment unconditional release of the Sellers to effect the assumption by Purchaser of the Lease and the Assumed Contracts;Purchase Deposit (c) Certified the Note duly executed by Purchaser; (d) the Security Agreement duly executed by Purchaser; (e) the Purchaser’s Subordination Agreement duly executed by Purchaser; (f) a document in a form and content satisfactory to Sellers, by which Purchaser causes the TTB Levied Funds to be released to or for the benefit of Sellers subject to any valid and enforceable competing claim of the TTB senior to the Pre-Petition Financing Obligation, in accordance with the terms and conditions set forth herein; (g) a copy of the resolutions duly adopted by the Board of Directors of Purchaser authorizing evidencing the authorization of the execution and delivery of this Agreement and the consummation of transactions described hereinthe Transactions contemplated hereby, which shall be in full force and effect at the time certified by an authorized officer of deliveryPurchaser; (dh) A certificate signed by the president of Purchaser to the effect that all representations and warranties of Purchaser contained in this Agreement are true at and as of Closing, that Purchaser has performed all agreements on its part required to be performed hereunder, and that Purchaser is not in default under any a copy of the provisions of this Agreement; (e) Written consent from the bank, approving the transactions herein; (f) Certified copy of resolutions authorizing Richxxx X. Xxxxxxxx xx act or sign documents on behalf of Zions Note Purchase Agreement duly executed by Purchaser as an authorized agentand Zions; and (gi) With respect such other Ancillary Documents as Sellers may reasonably request that are not inconsistent with the terms of this Agreement and are customary for a transaction of this nature and necessary to Lease deposits, Sellers shall not seek nor accept evidence or consummate the return of the Lease deposit, or any part thereof, and Purchaser shall pay to Sellers at Closing, among other payments, an amount sufficient to cover Sellers' Lease deposit with Lessor. In the event lessor terminated the Lease agreement and the termination is based upon the change of lessees, Sellers shall request return of Lease deposit from lessor and return to Purchaser the amount received from lessorTransactions contemplated by this Agreement.

Closing Deliveries by Purchaser. In addition to delivery of At the amount required under Subsection 4(a) aboveClosing, Purchaser agrees to execute and deliver at the Closingshall deliver, or cause to be executed and delivered at Closingdelivered, to Seller the following: (a) Immediately the Initial Payment, by wire transfer of immediately available funds Euros, in the amount and the manner provided in Subsection 4(a)Section 2.5; (b) Such instruments as shall be necessary or desirable in the judgment a copy of the Sellers to effect the assumption by Purchaser resolutions of the Lease Board of Directors (or equivalent body) of Purchaser and any applicable Subsidiary of Purchaser authorizing the Assumed Contractsexecution, delivery and performance of this Agreement and any of the Ancillary Agreements, as applicable, to which it is a party; (c) Certified copy a receipt for the Acquired Assets acknowledging the purchase of resolutions duly adopted by the Board of Directors of Purchaser authorizing the execution and delivery of Acquired Assets pursuant to this Agreement and consummation of transactions described herein, which shall be in full force and effect at the time of deliveryduly executed by Purchaser; (d) A the certificate referred to in Section 8.1(e) signed by the president a duly authorized officer of Purchaser to the effect that all representations and warranties of Purchaser contained in this Agreement are true at and as of Closing, that Purchaser has performed all agreements on its part required to be performed hereunder, and that Purchaser is not in default under any of the provisions of this AgreementPurchaser; (e) Written consent from a duly executed counterpart of each of the bankAncillary Agreements, approving the transactions hereineach executed by Purchaser or one of its Subsidiaries that is a party thereto; (f) Certified copy of resolutions authorizing Richxxx X. Xxxxxxxx xx act or sign documents on behalf of Purchaser as an authorized agenta receipt for the Cash Amount duly executed by Purchaser; and (g) With respect such further instruments and documents as may be required to Lease deposits, Sellers shall not seek nor accept be delivered by Purchaser pursuant to the return terms of this Agreement or as may be reasonably requested by Seller in connection with the closing of the Lease deposit, transactions contemplated hereby or Back to Contents to complete the assumption by Purchaser or any part thereof, and Purchaser shall pay to Sellers at Closing, among other payments, an amount sufficient to cover Sellers' Lease deposit with Lessor. In of its Subsidiaries of the event lessor terminated the Lease agreement and the termination is based upon the change of lessees, Sellers shall request return of Lease deposit from lessor and return to Purchaser the amount received from lessorAssumed Liabilities.