Deliveries by Purchaser at Closing. At Closing, Purchaser shall deliver or cause to be delivered to Shareholders the following in a form and substance reasonably satisfactory to Shareholders:
Deliveries by Purchaser at Closing. (a) At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to each Seller (except any Seller of a JV Interest) for such Seller's Property:
(i) The Lease Assumption, assuming all of such Seller's obligations and liabilities under the relevant Leases including unapplied cash security deposits accounted for by such Seller.
(ii) The Contract, License and Intangible Assignment, assuming all of such Seller's right, title and interest, if any, in and to the Contracts and other items described thereon for such Seller's Property.
(b) At the Closing, Purchaser shall execute, acknowledge and/or deliver the Partnership Assignment to each Seller of a JV Interest.
(c) At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to each Seller:
(i) The Purchase Prices, subject to apportionments, credits and adjustments as provided in this Agreement.
(ii) (A) copies of the certificate of incorporation and bylaws of Purchaser and of the resolution of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (B) a good standing certificate issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; and (C) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein.
(iii) If applicable, duly completed and signed real estate transfer tax returns.
(iv) Assumptions of the mortgage loans being assumed, including such non-recourse carve-out, environmental and other indemnity agreements and guarantees required by the Mortgagee of the Property, pursuant to, and to the extent required by, the existing loan documents, including the Bond Documents, in form and substance reasonably satisfactory to Purchaser (Purchaser hereby agreeing that it will not object to any such agreement if it is in the same form as previously executed by a Seller), it being understood that such indemnities will not be provided by any individual, or by any entity not affiliated with Purchaser and that Purchaser shall not be required to provide any personal guaranties or credit enhancements with respect to the sums borrowed.
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Deliveries by Purchaser at Closing. (a) The Purchase Price as set forth in Section 2 hereof, by wire transfer of immediately available funds, subject to prorations, adjustments and credits as described in this Agreement;
(b) Execute and deliver or obtain for delivery any instruments reasonably necessary to close this transaction, including, without limitation, corporate certificates and resolutions and affidavits reasonably required by the Title Insurer;
(c) Certificate of Good Standing for Purchaser issued within 30 days prior to the Closing Date; and
(d) The Settlement Statement.
Deliveries by Purchaser at Closing. With respect to the Property, at the Closing, Purchaser, at its sole cost and expense, shall deliver, or shall cause to be delivered, to Seller, the items described below:
(a) The cash portion of the Purchase Price in accordance with Paragraph 5 hereof;
(b) A Closing Statement in form and substance reasonably acceptable to Seller and Purchaser;
(c) The Assignment of Tenant Leases;
(d) Such documents as may be reasonably required by the Title Insurer to be executed and delivered by Purchaser, including without limitation, a Mechanic's Lien Affidavit and Indemnity, Tax Agreement and Utility Agreement;
(e) Such documents as may be reasonably required by Seller pursuant to which Purchaser acknowledges receipt of such documents, items and property as may be delivered to and received by Purchaser at the Property, including books and records, contracts, plans and specifications, licenses and permits, keys, and the like; and
(f) Other documents and instruments which Seller may reasonably request or to which Seller may be reasonably entitled under any of the other provisions of this Agreement.
Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver or cause to be delivered to the Sellers the following:
(a) Any outstanding payments due to any Seller at the time of Closing in accordance with this Agreement;
(b) Such other documents, instruments or certificates as shall be reasonably requested by Sellers or its counsel.
Deliveries by Purchaser at Closing. At Closing, Purchaser shall deliver to Shareholder: (a) the Purchase Price Note;
Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver the following to Seller:
(a) The Cash Portion of the Purchase Price.
(b) Documentation establishing to Seller’s reasonable satisfaction the due authorization of Purchaser’s acquisition of the Partnership Interests and the delivery of the documents required to be delivered by Purchaser pursuant to this Agreement.
(c) Documentation establishing to Seller’s reasonable satisfaction the due authorization of Guarantor’s execution and performance of all of Guarantor’s obligations under this Agreement and the Deferred Payment Agreements.
(d) The Deferred Payment Agreements, duly executed by Purchaser.
(e) The Harmony License duly executed by the Company.
(f) The Xxxxx Employment Agreement and other employment agreements, duly executed by the Company and Purchaser.
(g) The Veterinary Restriction Agreement, duly executed by the Company
(h) Any and all other documents Purchaser or Guarantor is required to deliver pursuant to the provisions of this Agreement.
Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver to Sellers the following:
(a) The Cash Portion of the Purchase Price in immediately available funds by wire transfer;
(b) Stock certificate to the Sellers, as joint tenants with right of survivorship, representing the WEI Shares having the appropriate restrictive legends;
(i) Copies of Purchaser's charter, including all amendments thereto, certified by the Secretary of State of the State of Florida, and (ii) a certificate from the Secretary of State of the State of Florida to the effect that Purchaser is in good standing;
(d) A Closing Certificate as to the matters specified in Sections 9.1, 9.2, 9.3 and 9.4 hereof;
(e) A Secretary's Certificate of Purchaser, certifying resolutions adopted by the Board of Directors of Purchaser, authorizing the transactions contemplated hereby;
(f) The Employment Agreement, executed on behalf of Purchaser;
(g) The Noncompetition Agreements, executed on behalf of Purchaser, along with Purchaser's checks for the consideration provided therein;
(h) $100,000 by wire transfer as funding for the proceeds represented by the Promissory Note from Xxxxxx Xxxx in favor of Purchaser; and
(i) All other documents that are required herein to be delivered by Purchaser at or prior to Closing.
Deliveries by Purchaser at Closing. Subject to the terms and conditions hereof, at or before the Closing, Purchaser shall take the following action:
(1) Pay the Cash Consideration in accordance with Section 1.02;
(2) Deliver to Seller a fully and validly executed Promissory Note;
(3) Deliver to Seller copies of any required Purchaser Approvals set forth on Schedule 4.07, provided, however, that Approvals with respect to the delivery of the Stock Consideration to Seller shall not be required at Closing, but will be subject to the provisions of Section 9.02; and
(4) deliver to Seller all other documents, certificates and instruments required to be delivered by Article V hereof.
Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; (b) a certificate executed on behalf of Purchaser by the secretary or assistant secretary of Purchaser, dated the Closing Date, certifying and attaching (i) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer of Purchaser, certifying that the conditions specified in Section 3.3(a) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreements, duly executed by Purchaser; and (e) a Transition Services Agreement, dated the Closing Date, and duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that Purchaser is relying thereon, Parent and the Subsidiaries, jointly and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied by the Seller Parties to Purchaser dated as of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1
