Deliveries by Buyer at Closing Sample Clauses

Deliveries by Buyer at Closing. On the Closing Date, Buyer shall deliver or cause to be delivered to Seller:

Deliveries by Buyer at Closing. The sale of the Assets by Seller in accordance with the terms of this Agreement are subject to Buyer’s delivery to Seller (unless noted otherwise) at the Closing of the following instruments, agreements and certificates: i. the Initial Purchase Price, less the Escrow Amount; ii. evidence of payment of the Escrow Amount to the Escrow Agent; iii. a counterpart of the Assignment and Assumption Agreement, duly executed by Buyer; iv. a counterpart of the Transition Services Agreement, duly executed by Buyer; v. a counterpart of the Escrow Agreement, duly executed by Buyer and Escrow Agent; vi. a counterpart of the Litigation Cooperation Agreement, duly executed by Buyer; vii. a certificate executed by a duly authorized officer of Buyer certifying that (i) each of the representations and warranties of Buyer set forth in Article 7 of this Agreement that is qualified by materiality is true and correct in all respects, (ii) each of such representations and warranties that is not so qualified is true and correct in all material respects, in each case, as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date, except that any such representation or warranty made as of a specified date shall only need to have been true and correct on and as of such date, and (iii) all of the terms, covenants and conditions of this Agreement to be complied with and performed by Buyer, at or prior to the Closing have been duly complied with and performed in all material respects; viii. a certificate of the Secretary of Buyer, in form and substance reasonably satisfactory to Seller, as to the authenticity and effectiveness of the actions of the board of directors (and shareholders, if applicable) of Buyer authorizing this Agreement and the transactions contemplated in this Agreement.

Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver the following: (a) The sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) in cash or certified funds as part of the Purchase Price payable to the Seller; (b) The Promissory Note in favor of Seller containing the terms and provisions set forth in Section 1.3 hereof, a provision permitting the Buyer to assign the debt to another, provided the Buyer remains as a guarantor, and other standard and customary terms of such a Promissory Note. (c) An escrow agreement containing standard terms and provisions governing the duties and responsibilities of the Escrow Agent and the parties with respect to that portion of the Stock being held by the Escrow Agent; and (d) Such other documents as may be reasonably necessary in the opinion of Seller to effectuate the transactions contemplated by this Agreement.

Deliveries by Buyer at Closing. At Closing, Buyer shall deliver to Seller, duly executed and properly acknowledged, if appropriate: Lease; (a) (b)

Deliveries by Buyer at Closing. Buyer shall deliver to Sellers at Closing: (a) The Cash Purchase Price by wire transfer; (b) The Note, in accordance with the provisions of the term sheet attached as Exhibit 2.1 and otherwise in the form mutually agreed upon by Buyer and Sellers; (c) Assignment and Assumption of Real Property Leases in substantially the form attached hereto as Exhibit 3.2(b), fully executed by Buyer; (d) Assignment and Assumption of Material Contracts in substantially the form attached hereto as Exhibit 3.2(c), fully executed by Buyer; (e) Assignment and Assumption of Minor Contracts in substantially the form attached hereto as Exhibit 3.2(d), fully executed by Buyer; (f) Assignment and Assumption of Franchise Agreements in substantially the form attached hereto as Exhibit 3.2(f), fully executed by Buyer; (g) Assignment and Assumption of Development Agreements in substantially the form attached hereto as Exhibit 3.2(g), fully executed by Buyer; (h) Assignment of Trademarks in substantially the form attached as Exhibit 3.2(i); (i) License Assignment, fully executed by Buyer, or, in the alternative, if Sellers have not consummated the sale of the Specialty Restaurants, the Rio Bravo License, fully executed by Buyer; (j) Opinion of Buyer's counsel in form reasonably satisfactory to Sellers' counsel; (k) The Reserve Agreement, as defined in Section 4.2, fully executed by Buyer, Chevys and CHI, together with evidence of the establishment of the line of credit, as set forth therein; (l) A duly executed Cross-Receipt;

Deliveries by Buyer at Closing. Buyer shall deliver to ------------------------------ Seller at Closing: (a) The Purchase Price, plus or minus any adjustment thereof, in accordance with Section 3.1 hereof; (b) Evidence of funds deposited with the Corporation sufficient to pay the closing bonuses set forth on Schedule 9.2(f); --------------- (c) A copy of duly adopted resolutions of Buyer's Board of Directors authorizing and approving the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of the agreements set forth herein certified by the Secretary of Buyer; (d) A certificate of a duly authorized officer of Buyer in form reasonably acceptable to Seller, dated the Closing Date, to the effect that the conditions set forth in Subsections 9.2(a) and 9.2(b) have been satisfied in all material respects; (e) A certificate of good standing certifying that Buyer is in good standing in the jurisdiction of its incorporation; (f) The waiver, release, consent or approval of any person that is necessary to consummate the transactions contemplated hereby, and to make the warranties and representations made in this Agreement true in all material respects, unless the failure to do so would not constitute a Material Adverse Event; (g) The agreements referred to in Sections 4.2(k) and (l); (h) The non-business assets of the Corporation set forth on Schedule 4.2; and ------------ (i) An opinion of counsel for the Buyer addressed to the Shareholders and dated the Closing Date, in form reasonably acceptable to the Seller.

Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver the Closing Payment as provided in Section 2.4 above and shall execute and deliver or cause to be executed and delivered, or just delivered, where no execution is required, to the Seller Representative the following: (a) the Conveyance; (b) the Deeds; (c) the Partial Assignments; (d) the Gathering Agreement; (e) the Transition Agreement; (f) the Equity Commitment Letter; (g) a certificate signed by an officer of Buyer certifying that the conditions set forth in Sections 6.1(a) and 6.1(b) below have been satisfied; and (h) any other agreements, documents, certificates, approvals consents or other instruments reasonably necessary to consummate the transactions contemplated by this Agreement.

Deliveries by Buyer at Closing. At the Closing, Buyer will deliver or cause to be delivered to the Shareholders the following: 6.3.1 Within ten (10) days of the Closing, certificates for an aggregate number of shares of validly issued, fully paid and non-assessable Buyer Stock registered in the names of the Shareholders representing a total market value (calculated based on the average closing price of Buyer's Common Stock for the five (5) market days prior to the Closing Date) of FIVE MILLION DOLLARS ($5,000,000) on the Closing Date Such consideration is to be apportioned in accordance with their respective interests as set forth on Exhibit A; 6.3.2 The Certificate of the President or a Vice-President of Buyer, dated the Closing Date, confirming the truth and correctness of all of the representations and warranties of Buyer contained herein as of the Closing Date and as of all times between the date hereof and the Closing Date; and 6.3.3 The Certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, that the necessary corporate action by the Board of Directors of Buyer has been taken to authorize the consummation by Buyer of the transactions provided for herein.

Deliveries by Buyer at Closing. Buyer shall deliver or cause to be delivered the following at Closing: (a) a certificate confirming the good standing of Buyer from Secretary of State of the Commonwealth of Pennsylvania, dated within three (3) Business days of the Closing Date; (b) the officer’s certificates required of Buyer by Sections 6.3(a) and 6.3(b); (c) [Intentionally Omitted]; (d) evidence of the receipt of the Buyer Regulatory Approvals; (e) the third party consents listed on Schedule 4.4; (f) the Purchase Price (less any amounts loaned to British Energy LP pursuant to Section 2.5(g) hereof) in immediately available funds by wire transfer to an account of British Energy designated by British Energy by notice to Buyer not later than three (3) Business Days prior to the Closing Date; (g) evidence of a loan by Buyer (or on Buyer’s behalf) to British Energy LP of an amount in immediately available funds sufficient to pay in full to British Energy or its affiliates the net amount of all Intercompany Loans (including any unpaid, accrued interest and other fees as of the Closing Date) to BEUSH and its Subsidiaries in accordance with Section 5.11; and (h) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as British Energy or its counsel may reasonably request in connection with the purchase of the BEUSH Shares contemplated hereby.

Deliveries by Buyer at Closing. At Closing, Buyer shall deliver to Sellers the Estimated Adjusted Purchase Price as contemplated by Section 2.4, and Buyer shall execute and deliver or cause to be executed and delivered the following: (a) easement agreements, in substantially the form attached hereto as Exhibit I, granting to Sellers (and their affiliates, as the case may be) easements (at no cost to Sellers or their affiliates) across any fee property or lease included in the Assets in order that Sellers and their affiliates can operate and maintain their respective facilities located on such property that are excluded form the Assets; (b) the NNG OBA and TW OBA; (c) the Cathodic Protection Agreement;