Completion Deliveries. On or before the Completion Date:
(a) ATI will deliver to the Corporation:
(i) resignations in writing, dated as of the Completion Date, of the officers and directors of ATI with the exception of ATI President, Mxxx Sintichakis, which will be delivered when all or any outstanding matters have been resolved and the merger has been totally completed;
(ii) certified copies of directors and members resolutions of ATI approving this Agreement; (b) Corporation will deliver to ATI:
(i) certified copy of directors resolutions of the Corporation approving this Agreement and the completion of the transaction contemplated hereby;
Completion Deliveries. Within five (5) business days after the substantial completion of the Tenant's Work, Tenant shall deliver to Landlord the following (collectively, the "Closing Deliveries"):
(a) An Architect's Certificate, in form and substance satisfactory to Landlord, certifying that the Tenant's Work is in place and has been performed in accordance with the approved Working Plans;
(b) A detailed breakdown, in a form and substance satisfactory to Landlord, of the final and total costs of Tenant's Work prepared by Tenant and its Contractor(s), together with receipted invoices showing payment thereof; subject to any punch list matters;
(c) Original waivers of lien and contractor's affidavits in such form as may be required by Landlord, from all parties performing labor or supplying materials in connection with Tenant's Work and sworn statements and long form affidavits and waivers from Tenant's architect, engineer and contractors and any other party with whom Tenant contracted directly for labor or materials furnished Tenant in or for the Demised Premises;
(d) Copies of all warranties for workmanship, materials and equipment received by Tenant from manufacturers and/or installers in connection with Tenant's Work;
(e) As-built" drawings of all improvements, certified by the appropriate architect or engineer, and information regarding any special requirements for cleaning the improvements completed on behalf of Tenant;
(f) Information with regard to any special security systems installed by Tenant;
(g) An Estoppel Certificate in the form and substance reasonably satisfactory to the parties;
(h) Such other supporting documentation as Landlord may reasonably require.
Completion Deliveries. Within fifteen (15) Business Days of the Construction Consultant’s certification of the Facility Completion Date:
Completion Deliveries. At the Completion, Seller shall deliver to Purchaser certificates for the Shares, together with a stock transfer form duly and validly executed by Seller sufficient to vest in Purchaser good title to the Shares free and clear of all Encumbrances and Purchaser shall deliver to Seller the Purchase Price in cash by wire transfer in immediately available funds to an account designated by Seller and notified to Purchaser at least two Business Days prior to Completion. Completion shall not be deemed to have been completed unless and until all of the following deliveries and actions have been taken.
Completion Deliveries. 7.4.1 At Completion, the Sellers shall undertake those actions listed in Part 1 of Schedule 4 (Completion Arrangements).
7.4.2 At Completion, the Purchasers shall undertake those actions listed in Part 2 of Schedule 4 (Completion Arrangements).
Completion Deliveries. Completion shall not be deemed to have been completed unless and until all of the following deliveries and actions have been taken.
Completion Deliveries. United shall have received the Completion deliveries of JV Newco, Maple Leaf and the MLU Foundation specified in Sections 3.4 and 3.6, as applicable.
Completion Deliveries. Maple Leaf shall have received the Completion deliveries of JV Newco and United specified in Sections 3.3 and 3.5, as applicable.
Completion Deliveries. 3.1 Concurrently with the execution and delivery of this Agreement, Seller is delivering or causing to be delivered to Purchaser against payment of the Initial Purchase Price:
(a) the certificates evidencing the PHL Shares together with appropriate instruments of transfer for the transfer of the PHL Shares from Seller to Purchaser, duly executed by Seller;
(b) an opinion of Xxxxxxx & Xxxxxx L.L.C., U.S. counsel to Seller, addressed to Purchaser and dated as of the Completion Date;
(c) each item listed in the Completion Deliveries set forth in Exhibit B hereto; and
(d) resignations, effective as of the Completion, as set forth in Exhibit C hereto, in respect of certain directors of PHL.
3.2 Concurrently with the execution and delivery of this Agreement, UGC is delivering or causing to be delivered to Seller against transfer of the PHL Shares:
(a) a stock certificate evidencing the UGC Exchange Shares, duly registered in the name of Seller; and
(b) an opinion of Holme Xxxxxxx & Xxxx LLP, addressed to Seller dated as of the Completion Date.
Completion Deliveries. Within (Y) ten (10) Business Days of the earlier to occur of either the Construction Consultant’s or Construction Agent’s certification of the Facility Completion Date with respect to Table of Contents clause (a) below and (Z) within twenty (20) Business Days of the Final Completion Date with respect to clauses (b), (c) and (d) below:
