Deliver to Seller the Purchase Price after taking into account the adjustments and cost allocations in accordance with Sections 10 and 11, original counterparts of the Assignment and Assumption of Leases and the Assignment of Intangible Property and any other document deposited by Buyer with Escrow Holder for delivery to Seller at the Closing.
Deliver to Seller. (i) a conformed copy (showing all recording information thereon) of the Recordable Documents, (ii) fully executed originals of the General Assignment, EFI Lease and Child Care Center Agreement and (iii) the Purchase Price (as adjusted pursuant to Section 9.6). The Title Company shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller.
Deliver to Seller the Purchase Price, after satisfying the Closing costs, prorations and adjustments, and any broker commission to be paid by Seller pursuant to this Agreement, and the Assignment of Leases.
Deliver to Seller. (i) the Purchase Price, after satisfying the prorations and adjustments to be paid by Seller; (ii) one copy of the General Assignment and (iii) one copy of the Assignment of Leases.
Deliver to Seller. (i) the balance of the Purchase Price, after satisfying the closing costs, prorations and adjustments to be paid by Seller pursuant to this Agreement; and (ii) the Contract Assignment.
Deliver to Seller the Purchase Price, after satisfying the Closing costs, prorations and adjustments and the broker commission to be paid by Seller pursuant to Sections 13, 15 and 18, respectively, and the Purchaser Closing Documents;
Deliver to Seller. (A) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement, in each case, duly executed by Buyer;
(B) the Restrictive Covenant Agreement, duly executed by Buyer;
(C) the Voting Agreement, duly executed by Buyer, Oxxxx Xxxxxxxxx and Lionheart Equities, LLC;
(D) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the Buyer Board authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(E) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder;
(F) a copy of a D&O insurance policy or an amendment to an existing D&O Policy (the “D&O Policy”) in effect at the Closing for the benefit of each of Buyer’s and its Subsidiaries’ (including each ACFP Company) directors and officers, in form, amount and substance reasonably satisfactory to Seller and generally consistent with industry practice and customs;
(G) true and complete copies of the Continuance of ACFP Debt Documents duly executed and delivered by Buyer and each of its Subsidiaries, including any amendments agreed upon by the Parties pursuant to Section 5.09, and including, with respect to Buyer and each of its Subsidiaries, (1) joinder agreements to the Continuance of ACFP Debt Documents, (2) security agreements, mortgages, pledge agreements or other similar agreements and any other agreements, instruments, documents and deliveries (including certificated capital stock or other equity interests of each of Buyer’s Subsidiaries together with undated stock powers executed in blank) for the purpose of creating a lien in favor of the collateral agent as required and pursuant to the Continuance of ACFP Debt Documents, (3) customary secretary’s and other officer’s certificates certifying as to the certificate or articles of incorporation, certificate of formation or other e...
Deliver to Seller. (i) a conformed copy (showing all recording information thereon) of the Recordable Documents, (ii) fully executed originals of the Lease Assignment, General Assignment, EFI Lease, Gilead Sublease Termination and the Parking Agreement Termination, and (iii) the Purchase Price (as adjusted pursuant to Section 9.69.6). The Title Company shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller.
Deliver to Seller. (1) the Purchase Price, after satisfying the Closing costs, prorations and adjustments, and any broker commission to be paid by Seller pursuant to this Agreement and also satisfying all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Property in order to put title to the Property into the state required by this Agreement; and (2) the original Interim Occupancy Agreement executed by Buyer.
Deliver to Seller. (i) a conformed copy of the Memorandum of San Xxxxxx Agreement, the Grant Deed, the Memorandum of Option Agreement and the Easement,
