Closing Deliveries of Shareholders Sample Clauses

Closing Deliveries of Shareholders. At the Closing, the Shareholders will deliver the following to Buyer: (i) Shares of Company Stock. The Shares, by delivering one or more certificates in negotiable form representing the Shares held by each Shareholder indicated on Part 3.1(b) of the Disclosure Schedule. The certificates evidencing the Shares shall be (A) duly endorsed in blank or accompanied by duly executed instruments of transfer duly endorsed in blank; and (B) accompanied by any necessary documentary or stock transfer stamps or Taxes attached and cancelled. At the Effective Time all rights, title and interest in and to the Shares shall immediately vest in the Buyer;
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Closing Deliveries of Shareholders. At the Closing, the Shareholders will deliver to R-Tec: (a) Certificates representing the Company Shares, duly endorsed (or accompanied by duly executed stock powers) by each of the Shareholders for transfer to R-Tec; (b) Releases in the form of Exhibit A attached hereto, executed by each of the Shareholders (the "Releases"); (c) Employment Agreements in the form of Exhibit B attached hereto, executed by each of the Shareholders (collectively, the "Employment Agreements"); (d) A certificate executed by the Shareholders representing and warranting to R-Tec that each of the Shareholders' representations and warranties contained in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date, as if made on the Closing Date; and (e) Such other documents, instruments and agreements as R-Tec or its counsel shall reasonably request.
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Closing Deliveries of Shareholders. 21 4.1 Officers' Certificate(s).................................................................... 21 4.2 Resignations................................................................................ 21 4.3 Opinion of Company's Counsel................................................................ 21 4.4 Termination of Shareholders' Agreement...................................................... 21 4.5 Release of Obligations...................................................................... 21
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Closing Deliveries of Shareholders. In addition to certificates representing their respective shares of capital stock of the Company, simultaneously herewith the Shareholders are delivering to Purchaser: 4.1 Officers' Certificate(s). A certificate of their respective secretaries in form and substance reasonably satisfactory to the Purchaser, certifying as to their respective Charters and By-laws; the incumbency of the officers executing this Agreement on their behalf, and the adoption and effectiveness of resolutions authorizing the execution, delivery and performance of this Agreement; and certifying as to such other matters as the Purchaser may reasonably request.
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Closing Deliveries of Shareholders. At the Closing, in addition to any other documents specifically required to be delivered pursuant to this Agreement, each Shareholder shall deliver to Merger Sub the following: (a) certificates representing all of the common shares of the Company owned beneficially and of record by such Shareholder as of the date hereof; (b) a Release, duly executed by such Shareholder, in the form attached hereto as Exhibit B; (c) a Voting Trust, duly executed by each Shareholder, in the form attached hereto as Exhibit C; (d) legal opinion of counsel to Shareholders, dated the date hereof, addressed to Merger Sub, and containing customary legal opinions, exceptions and qualifications; (e) a subordination and intercreditor agreement, as reasonably requested by Merger Sub's lender; (f) Employment Agreements with John Tac Hung Tran and Cynthia J. Wareing-Tran, duly executed by Survixxxx Corpxxxxxxx; (x) xxxxxs of the Company's Articles of Incorporation, as amended to date, duly certified by the Washington Secretary of State dated no more than 10 days prior to the date hereof; (h) a Certificate of Existence for the Company from the Washington Secretary of State dated no more than 10 days prior to the date hereof; (i) a certificate, duly executed by such Shareholder, dated as of the Closing Date, certifying (i) that such Shareholder has performed and complied in all material respects with all of the terms, provisions and conditions of this Agreement to be performed and complied with by him prior to the Closing, and (ii) that such Shareholder's representations and warranties in this Agreement are true and correct in all material respects as of the Closing Date; and (j) the original minute books, stock ledgers and corporate seal (if any) of the Company.
Sample 1
Closing Deliveries of Shareholders. At the Closing, the Shareholders will deliver the following to Buyer:
Sample 1
Closing Deliveries of Shareholders. At the Closing, in addition to any other documents specifically required to be delivered pursuant to this Agreement, each Shareholder shall deliver to Merger Sub the following: (a) Certificates representing all of the common shares of the Company owned beneficially and of record by such Shareholder as of the Closing Date; (b) A Release, duly executed by such Shareholder, in the form attached hereto as Exhibit C; (c) A legal opinion of counsel to Shareholders, Xx. Xxxxxxxxxxxx, and Xx. Xxxxxxxxxxxx, dated as of the Closing Date, addressed to Parent and Merger Sub, and containing customary legal opinions, exceptions and qualifications; (d) Copies of the Company's Charter, as amended to date, duly certified by the Tennessee Secretary of State dated no more than 10 days prior to the Closing Date; (e) A Certificate of Existence for the Company from the Tennessee Secretary of State dated no more than 10 days prior to the Closing Date; (f) A Certificate, duly executed by such Shareholder, dated as of the Closing Date, certifying that such Shareholder has performed and complied in all material respects with all of the terms, provisions and conditions of this Agreement to be performed and complied with by it prior to the Closing; (g) The original minute books, stock ledgers and corporate seal (if any) of the Company; (h) A Guaranty Release Agreement, duly executed by all appropriate parties (including, without limitation, all of the parties listed as guarantors to the below-described Guaranties), providing for release of (i) that certain Guaranty, dated January 1, 2003, guaranteeing the obligations of Drugcloud, LLC, a Florida limited liability company, under that certain Promissory Note dated October 15, 2003 in favor of Xxxxxx X. Xxxxxxx, III, and (ii) that certain Guaranty, dated January 1, 2003, guaranteeing the obligations of Drugcloud, LLC, under that certain Promissory Note dated October 15, 2003 in favor of Xxxxxx X. Xxxxxxx, Xx.; (i) Counterparts to the Employment Agreements, in the forms attached hereto as Exhibit D, signed respectively by Xxxxxx and Xxxxxxx; (j) A counterpart to a Non-Competition Agreement, in the form attached hereto as Exhibit E, signed by Xx. Xxxxxxxxxxxx; (k) Counterparts to the Grant Agreement, signed by Xxxxxx and Xxxxxxx; (l) A certificate of the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, certifying (i) the resolutions duly adopted by the Board of Directors and shareholders of the Company author...
Sample 1
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Closing Deliveries of Shareholders. At the Closing, each of the Shareholders severally agrees with the Purchaser that the following documents are delivered to the Purchaser: (1) the certificates representing the Shares of the Shareholder, duly endorsed in blank for transfer (and the Shareholders shall cause the transfers of the Shares to be duly entered in the registers of the Corporation at Closing); (2) an assignment by the Shareholder of the Shares in the form of Exhibit A, duly executed by the Shareholder; (3) a certificate of the Shareholder (or if the Shareholder is not an individual, a certificate of the President or other senior officer of the Shareholders), dated as of the Closing Date in the form of Exhibit B; (4) a certificate of a senior officer of each corporate Shareholder in the form of Exhibit C and, in the case of the Investors, a certificate in the form of Exhibit C.1; (5) a certificate of a senior officer of the Corporation in the form of Exhibit D; (6) [intentionally deleted] (7) in the case of the Investors, a Non-Competition Agreement and Intellectual Property Assignment duly executed in the form of Exhibit E1 and in the case of Derex Xxxxxxxx xxx Harvxx Xxxxxx, x Non-Competition Agreement and Intellectual Property Assignment duly executed in the form of Exhibit E; (8) an IP Assignment in the form of Exhibit M executed by TECHinspirations Inc., and each of the Shareholders other than the Investors, Derex Xxxxxxxx xxx Harvxx Xxxxxx; (9) a counterpart of the B & E Escrow Agreement executed by the Shareholder and Bordxx & Xlliot; (10) a counterpart of the BCG Escrow Agreement executed by the Shareholder; (11) an employment agreement in form reasonably satisfactory to the Purchaser executed by each of Derex Xxxxxxxx xxx Robix Xxxxxxxxx xxx the Corporation; (12) an opinion of the Shareholders' Solicitors addressed to the Purchaser and the Purchaser's Solicitors substantially in the form of Exhibit F; (13) the written resignation and a release of all claims against the Corporation of each Director and Officer in the form of Exhibit G; (14) a release of claims against the Corporation, including any claims in respect of any obligations of the Corporation to the Shareholder or pursuant to any Option in respect of securities of the Corporation, in the form of Exhibit H, duly executed by the Shareholder; (15) the Employee Certificate; and (16) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Shareholders to complete th...
Sample 1

Related to Closing Deliveries of Shareholders

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Closing Deliveries of Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Buyer Closing Deliveries Buyer shall deliver the following documents to the Escrow Agent on or before the date which is (i) one (1) Business Day prior to the Closing Date if the Loan Assumption is to occur at the Closing with respect to all Assets, or (ii) two (2) Business Days prior to the Closing Date if the Loan Assumption is not to occur at the Closing with respect to any Asset (i.e., there will be no Loan Assumption at all): (a) With respect to the Assets: (i) an assignment and assumption of Crown Ridge Seller’s interest in the Crown Ridge Space Leases (the “Crown Ridge Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (ii) an assignment and assumption of Canyon Springs Seller’s interest in the Canyon Springs Space Leases (the “Canyon Springs Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (iii) an assignment and assumption of Cascades I Seller’s interest in the Cascades I Space Leases (the “Cascades I Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (iv) an assignment and assumption of Cascades II Seller’s interest in the Cascades II Space Leases (the “Cascades II Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (v) an assignment and assumption of Cibolo Canyon Seller’s interest in the Cibolo Canyon Space Leases (the “Cibolo Canyon Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (vi) an assignment and assumption of the Crown Ridge Contracts (the “Crown Ridge Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (vii) an assignment and assumption of the Canyon Springs Contracts (the “Canyon Springs Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (viii) an assignment and assumption of the Cascades I Contracts (the “Cascades I Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (ix) an assignment and assumption of the Cascades II Contracts (the “Cascades II Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (x) an assignment and assumption of the Cibolo Canyon Contracts (the “Cibolo Canyon Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (xi) notice letters to the tenants at the Real Property (the “Tenant Notices”) duly executed by Buyer, in substantially the form of Exhibit C attached hereto. Buyer shall promptly deliver the same to all tenants following the Closing and shall provide Sellers with confirmation of such delivery upon Sellers’ request; (xii) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Crown Ridge Real Property to the extent assignable (but excluding any Excluded Assets) (a “Crown Ridge Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xiii) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Canyon Springs Real Property to the extent assignable (but excluding any Excluded Assets) (a “Canyon Springs Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xiv) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cascades I Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cascades I Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xv) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cascades II Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cascades II Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xvi) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cibolo Canyon Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cibolo Canyon Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xvii) all documents relating to each applicable Loan Assumption and required by Existing Lender to effectuate each applicable Loan Assumption (the “Loan Assumption Documents”), which are consistent with the provisions of this Agreement and do not impose any obligation or liability on Buyer that is not expressly contemplated by this Agreement or the applicable Existing Loan Documents, duly executed by Buyer, provided that the delivery in this subsection shall not apply to a particular Loan Assumption if the Lender Consent is not received on or prior to the Closing Date or in the event Buyer elects, in its sole discretion, to forgo the particular Loan Assumption by delivery of a Loan Assumption Rejection Notice in accordance with Section 2.3(d)(ii) or by the delivery of the New Financing Notice referenced in Section 2.3(f); (xviii) a change in responsibility form for the Exxxxxx Aquifer Protection Plan duly executed by Buyer in substantially the form of Exhibit I attached hereto (a “Change in Responsibility Form”) with respect to the Canyon Springs Asset, which Change in Responsibility Form Buyer shall deliver to the following address promptly following the Closing: Exxxxxx Aquifer Protection Plan, Attn: Mx. Xxxx Xxxxxxxxxxx, 10000 Xxxxxx Xxxx, San Antonio TX 78223; (xix) a Change in Responsibility Form with respect to the Cibolo Canyon Asset duly executed by Buyer, which Change in Responsibility Form Buyer shall deliver to the following address promptly following the Closing: Exxxxxx Aquifer Protection Plan, Attn: Mx. Xxxx Xxxxxxxxxxx, 10000 Xxxxxx Xxxx, San Antonio TX 78223; (xx) an Assignment and Amendment Agreement in substantially the form of Exhibit K attached hereto (a “Cascades Assignment and Amendment Agreement”) for the Contract for Marketing of Services for Cascades I with respect to the Cascades I Asset duly executed by Buyer; provided, however, as between Seller and Buyer, Buyer is only assuming the obligations under such Contract for Marketing of Services that arise from and after the Closing; (xxi) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Seniors with respect to the Cascades II Asset duly executed by Buyer; and (xxii) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Duplexes with respect to the Cascades II Asset duly executed by Buyer. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Sellers and Buyer and duly executed by Buyer; and (ii) a separate buyer’s closing statement for each Asset, consistent with the terms of this Agreement (the “Buyer Closing Statement”).

  • Closing Deliveries by Purchaser At the Closing on the Closing Date the Purchaser shall deliver to the Seller. (a) The Closing Payment to be delivered by the Purchaser pursuant to Section 3.03(a) of this Agreement; (b) The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) A Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the liabilities set forth in Section 3.06(a) of this Agreement, in the form attached hereto as Exhibit G; and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

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