Closing Deliveries to Buyer. 28 6.2 Closing Deliveries to the Stockholders...............................................28
Closing Deliveries to Buyer. At Closing, Buyer shall have received the following:
(a) the Company and the Subsidiaries shall have delivered confirmation that all notices and obtained all of the waivers, permits, consents, approvals or other authorizations shown on Schedules 2.4, 2.13(g), 2.14(b), 2.17 and 3.2(b);
(b) Buyer and each of Temple and Thomxxxx, xxspectively, shall have entered into Employment Agreements in the form attached hereto as Exhibits G-1 and G-2;
(c) the executive officers and directors of the Company identified in Schedule 6.1(c) shall have tendered their resignations to the Company to be effective as of the Closing Date;
(d) Buyer shall have received evidence to its satisfaction that all brokers fees and expenses of the Company and the Stockholders, if any, have been paid prior to Closing;
(e) the Stockholders shall have executed and delivered the Escrow Agreement;
(f) each of the Stockholders shall have delivered to Buyer stock certificates, duly executed in blank, representing all of his or her Shares of the Company;
(g) Buyer shall have received the opinion of Lohf, Xxaixxx & Xacoxx, X.C., counsel to the Company and the Stockholders, dated as of the Closing Date, in substantially the form attached hereto as Exhibit H;
(h) the Stockholders Agreement shall have been duly executed and delivered by each Stockholder acquiring Buyer Common Stock under the terms of this Agreement;
(i) the Stockholders shall have executed the Subscription Agreements; and
(j) the Company shall deliver (i) a Termination and Release Agreement executed by Bank One, Colorado, N.A. ("Lender") releasing any and all rights, liens and security interests granted by the Company in favor of Lender and (ii) UCC-3 Financing Statements evidencing the release of such rights, liens and security interests.
Closing Deliveries to Buyer. Within one (1) business day following the Closing, Seller shall deliver the following items to Buyer by leaving them at the management office of the Property: the originals of all Leases and the originals of all Service Contracts (or to the extent Seller does not possess any original, the best copy in Seller's possession); the originals, or the best copies in Seller's possession, of all guarantees, licenses, applications, approvals, certificates, permits,warranties or indemnities which constitute Intangible Personal Property hereunder and which are evidenced by written instrument or document; and the Property Records.
Closing Deliveries to Buyer. On the Closing Date, provided the Escrow Agent has in its possession all funds and documents required from the Sellers and Buyer, and further provided all conditions to closing are either fulfilled or waived, the Escrow Agent shall deliver to Buyer:
(a) the original recorded Deeds;
(b) the original Sellers’ Resolutions;
(c) originals of the Assignment of Service Contracts and Intangible Assets;
(d) the Assignment of Occupancy Leases;
(e) the Bxxx of Sale;
(f) Tenant Letters;
(g) the original Sellers’ Certificates;
(h) copies of all other documents deposited by Buyer or any Seller;
(i) a copy of the settlement statement and the funds in its possession to the credit of Buyer, if any, after charging Buyer and deducting from such funds:
(i) the cost of recording any mortgage and the cost for any taxes or documentary stamps associated therewith;
(ii) the cost of recording the Assignment of Occupancy Leases;
(iii) the cost any endorsements or coverage on the Title Policy as may be required by any lender or requested by Buyer;
(iv) one-half (1/2) of the escrow fee;
Closing Deliveries to Buyer. At the Closing, (a) the Company shall deliver, or shall cause to be delivered, to Buyer, to the extent required pursuant to Section 4.24(a), an amended Schedule 4.24(a) of the Company Disclosure Letter, (b) the Shareholders’ Representative shall deliver, or shall cause to be delivered, to Buyer a counterpart duly executed by each of the Sellers, the Shareholders’ Representative, the directors, officers and certain employees of the Company, as applicable, of each Ancillary Agreement and the other documents and instruments to be executed and delivered at the Closing to which any of such Persons is a party and (c) each Seller shall deliver, or shall cause to be delivered, to Buyer all duly issued and authorized share certificates of the Company and a stock power form evidencing the transfer thereof.
Closing Deliveries to Buyer. 24 Section 2.5. Closing Deliveries by Buyer to Sellers 24 Section 2.6. Payment Procedures 25 Section 2.7. Post-Closing Adjustment 28
Closing Deliveries to Buyer. At the Closing, (a) the Company shall deliver, or shall cause to be delivered, to Buyer a counterpart duly executed by each of the Sellers, the Shareholders’ Representative, the directors, officers and certain employees of the Company, as applicable, of each Ancillary Agreement and the other documents and instruments to be executed and delivered at the Closing to which any of such Persons is a party and (b) each Seller shall deliver, or shall cause to be delivered, to Buyer all duly issued and authorized certificates evidencing the Shares and a stock power form executed by or on behalf of such Seller (or, in the case of uncertificated Shares, a written instrument reasonably satisfactory to Buyer and executed by or on behalf of such Seller) evidencing the transfer of all Shares to Buyer.
Closing Deliveries to Buyer. At the Closing and simultaneously with the deliveries to Sellers in Section 10.3, Sellers, as applicable, shall execute and/or deliver, or cause to be executed and/or delivered, to Buyer or to Buyer’s designee, the following items:
(a) all documents required by Section 8.6;
(b) the Assignment of Leases;
(c) the Consulting Agreement;
(d) xxxx of sale transferring the Transferred Assets that can be transferred by xxxx of sale to Buyer free and clear of any encumbrances;
(e) certificate certifying to Buyer the incumbency of the officers of each Seller and bearing the authentic signature of all of those officers who have executed this Agreement or agreements contemplated by it;
(f) an assignment of contracts, Noncompete Rights and Confidentiality Agreements, together with separate assignments or other appropriate instruments of transfer (including titles and original registrations for all titled property) of any of the Transferred Assets and Assumed Liabilities not appropriately transferred by the general xxxx of sale referred to in this Section 10.2, each in a form reasonably acceptable to Buyer;
(g) possession of all of the Transferred Assets;
(h) a receipt from Parent acknowledging receipt of the Purchase Price;
(i) a legal opinion of Sellers’ and WII’s counsel (who may be in-house counsel) in form reasonably acceptable to Buyer;
(j) the Wilmington Guaranty; and
(k) all such other documents and instruments as Buyer may reasonably request to effectuate the intents and purposes of this Agreement.
Closing Deliveries to Buyer. 31 7.3 Closing Deliveries to Seller........................................................... 32
Closing Deliveries to Buyer. At Closing, Seller shall deliver or --------------------------- cause to be delivered to Buyer:
(a) a Xxxx of Sale transferring all of the tangible Assets to Buyer; 7.2
(b) physical delivery of such tangible Assets (including tangible embodiments of intangible Assets, such as Books and Records, instruments and documents) as Buyer may request; 7.2
(c) an Assignment transferring all of the Intangible Assets to Buyer;
