Deliveries at Closing by Purchaser. On the Closing Date, Purchaser shall deliver an allocation (the "Allocation") of the Purchase Price in accordance with Section 1060 of the Internal Revenue Code, which shall be reasonably acceptable to Seller. Purchaser and Seller shall (i) be bound by the Allocation, (for tax purposes only, and not for any other purpose), (ii) timely file any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code (including Form 8594), (iii) act in a manner consistent with the Allocation in the preparation of financial statements and filing of all United States federal income tax returns (including, without limitation, Form 8594) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iv) take no position and cause their Affiliates to take no position inconsistent with the Allocation for any Tax purposes, except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision. Notwithstanding any conflicting or inconsistent provisions hereof, no Allocation hereunder shall supersede, usurp or otherwise affect the jurisdiction and authority of the Bankruptcy Court to value the Acquired Assets for purposes of distributions to Seller's estate under the Bankruptcy Code. In addition, Purchaser shall deliver (or cause delivery) to Seller all of the following:
Deliveries at Closing by Purchaser. At the Closing, Purchaser ---------------------------------- shall execute and deliver to Seller such instrument or instruments reasonably satisfactory to Seller and its counsel as shall be reasonably necessary to effect the assumption by Purchaser of all of the undischarged obligations and liabilities of Seller under the Contracts which Purchaser has agreed to assume in accordance with the provisions of Section 3.1 hereof.
Deliveries at Closing by Purchaser. On the Closing Date, Purchaser shall deliver (or cause delivery) to Seller all of the following:
Deliveries at Closing by Purchaser. On or before the Closing, Purchaser, at its sole cost and expense, shall deliver to Escrow Agent the following, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Purchaser at the Closing:
Deliveries at Closing by Purchaser. At Closing, Purchaser shall deliver to Seller:
Deliveries at Closing by Purchaser. At the Closing, and upon satisfaction or waiver of the conditions set forth in Article VII, Purchaser will deliver or cause to be delivered the instruments, consents, certificates and other documents required of it by Article VII.
Deliveries at Closing by Purchaser. At the Closing, Purchaser (or with respect to clause (b) below, DFI) shall properly execute (if necessary) and deliver to the Sellers, or cause to be executed and delivered to the Sellers, as the case may be, the following:
