Common use of Deliveries by Purchaser to Sellers Clause in Contracts

Deliveries by Purchaser to Sellers. At the Closing, Purchaser shall deliver to Sellers the following, duly executed: (a) immediately available funds in the amount of the Total Consideration referred to in Section 2.1 hereof, less the LOI Payment pursuant to Section 2.5, and less the Deposit (which shall be paid Sellers pursuant to Section 2.2 hereof); (b) if delivered by Sellers to Purchaser pursuant to Section 4.3 above, the Assignment and Assumption of the Purchased Leases, the Assignment and Assumption of Tenant Leases, the Assignment of Trade Names, the Assignment of ROFR’s and Options, Assignment of Fund Proceeds, the Environmental Escrow Agreement, the Non-Compete and Non-Solicitation Agreement, the Settlement Statement, the Subway Leases, the Freight Hauling Agreement, the Wholesale ROFO Agreement, the Exxon Station Consent, the Purchaser Non-Compete Agreement, the Assignment and Assumption of Mountain View Supply Agreement and any other Purchaser Documents; (c) with respect to Purchaser, if applicable, a copy of a certificate of existence for Purchaser from the applicable State Corporation Commission (or other applicable governmental entity) dated as of a date reasonably close to the Closing Date; (d) a TDEC Notification for Underground Storage Tanks listing Purchaser as the owner of the Fuel Equipment; (e) appropriate resolutions of each Purchaser authorizing the transactions contemplated by this Agreement; (f) an Affidavit of Purchaser certifying that the representations and warranties of Purchaser set forth in this Agreement are true and correct in all respects on the Closing Date; (g) a commitment from an insurer reasonably acceptable to Sellers for the PLL policy required under Section 8.7; and (h) such other documents and instruments as Sellers may reasonably require.

Deliveries by Purchaser to Sellers. At the Closing, Purchaser shall deliver or cause to be delivered, or direct the Escrow Agent to deliver, to Sellers the following, duly executed, as applicable: (a) immediately available funds an amount equal to (i) Four Million Dollars ($4,000,000) (such portion referred to hereinafter as the “Indemnification Escrow Amount”) which shall continue to be held in an account (the “Escrow Account”) by the Escrow Agent for a period of twenty-four (24) months following the Closing Date and (ii) the Stock Environmental Remediation Escrow which shall be held in the amount Escrow Account by the Escrow Agent and disbursed to pay for the costs and expenses incurred to perform the Stock Remedial Measures, in each case pursuant to the terms of this Agreement and of the Total Consideration Escrow Agreement. The Escrow Account shall be funded by the Escrow Agent’s transferring or otherwise crediting the Deposit plus any interest and earnings that have accrued thereon with the balance of the Indemnification Escrow Amount and the Stock Environmental Remediation Escrow to be paid by Purchaser at Closing; (b) an amount equal to (i) the Share Purchase Price referred to in Section 2.1 hereof, less minus (ii) the LOI Payment pursuant to Section 2.5, Indemnification Escrow Amount and less the Deposit Stock Environmental Remediation Escrow minus (which shall be paid iii) the amount owed by Sellers pursuant to Section 2.2 hereof); 3.4 minus (biv) if delivered by Sellers any other amount to Purchaser be deducted from the Share Purchase Price pursuant to Section 4.3 aboveSections 7.1(e), 8.7(c) and 8.12 shall be paid by Purchaser to the Assignment and Assumption Sellers by wire of the Purchased Leases, the Assignment and Assumption of Tenant Leases, the Assignment of Trade Names, the Assignment of ROFR’s and Options, Assignment of Fund Proceeds, the Environmental Escrow Agreement, the Non-Compete and Non-Solicitation Agreement, the Settlement Statement, the Subway Leases, the Freight Hauling Agreement, the Wholesale ROFO Agreement, the Exxon Station Consent, the Purchaser Non-Compete Agreement, the Assignment and Assumption of Mountain View Supply Agreement and any other Purchaser Documentsimmediately available funds; (c) the various certificates, instruments, agreements and documents referred to in Section 9.1 below; (d) certified copies of the resolutions of the Board of Directors of Purchaser authorizing the transactions contemplated hereby; and (e) with respect to Purchaser, if applicable, a copy of a certificate of existence good standing for Purchaser from the applicable Delaware Secretary of State Corporation Commission (or other applicable governmental entity) dated as of a date reasonably close not more than two (2) days prior to the Closing Date; (d) a TDEC Notification for Underground Storage Tanks listing Purchaser as the owner of the Fuel Equipment; (e) appropriate resolutions of each Purchaser authorizing the transactions contemplated by this Agreement; (f) an Affidavit of Purchaser certifying that the representations and warranties of Purchaser set forth in this Agreement are true and correct in all respects on the Closing Date; (g) a commitment from an insurer reasonably acceptable to Sellers for the PLL policy required under Section 8.7; and (h) such other documents and instruments as Sellers may reasonably require.

Deliveries by Purchaser to Sellers. At the Closing, Purchaser shall deliver or cause to Sellers the following, duly executedbe delivered to Sellers: (a) immediately available funds in the amount a certificate of the Total Consideration referred Secretary or an Assistant Secretary of Purchaser, dated as of the Closing Date, certifying to (i) the articles of incorporation and by-laws of Purchaser; (ii) resolutions of the Board of Directors of Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of Purchaser executing this Agreement and any other certificate or document delivered by Purchaser in Section 2.1 hereof, less the LOI Payment pursuant to Section 2.5, and less the Deposit (which shall be paid Sellers pursuant to Section 2.2 hereof)connection herewith; (b) if delivered a certificate executed by Sellers to Purchaser pursuant to Section 4.3 abovethe President or any Vice President of Purchaser, the Assignment and Assumption dated as of the Purchased LeasesClosing Date, certifying that all representations and warranties of Purchaser herein contained are true and complete in all material respects as of the Assignment Closing Date as if made thereon and Assumption that Purchaser has performed or complied in all material respects with all of Tenant Leasesthe covenants, agreements and obligations required by this Agreement to be performed or complied with by Purchaser on or prior to the Assignment of Trade Names, the Assignment of ROFR’s and Options, Assignment of Fund Proceeds, the Environmental Escrow Agreement, the Non-Compete and Non-Solicitation Agreement, the Settlement Statement, the Subway Leases, the Freight Hauling Agreement, the Wholesale ROFO Agreement, the Exxon Station Consent, the Purchaser Non-Compete Agreement, the Assignment and Assumption of Mountain View Supply Agreement and any other Purchaser DocumentsClosing Date; (c) with respect to Purchaser, if applicable, a copy the articles of a certificate incorporation of existence for Purchaser from certified by the applicable Secretary of State Corporation Commission (or other applicable governmental entity) dated of the State of Illinois as of a date reasonably close not earlier than five (5) days prior to the Closing Date; (d) a TDEC Notification for Underground Storage Tanks listing Purchaser as the owner of Employment Agreements executed by the Fuel EquipmentCompany; (e) appropriate resolutions the Supplement to Purchaser's Shareholders Agreement executed by Purchaser and the shareholders of each Purchaser authorizing required to execute such Supplement (provided that the transactions contemplated failure of such shareholders of Purchaser (other than Xx. Xxxxxxx X. Flavin) to execute and deliver such Supplement shall be deemed to not constitute a breach by Purchaser of this Agreementcovenant); (ii) a letter agreement from Xx. Xxxxxxx X. Flavin to Xxxxxxx stating that, for so long as Xxxxxxx continues to hold not less than 60% of the Purchaser shares acquired by Xxxxxxx on the Closing Date (for purposes of their subsection, any stock of Purchaser held by or for the benefit of Xxxxxxx'x spouse, child (including by adoption) or grandchild or by a trust, limited partnership, limited liability company, corporation or other entity for the benefit of any of the foregoing shall be deemed held by Xxxxxxx), Xx. Xxxxxx will vote the stock in Purchaser held by him or by any trust of which he is a trustee in favor of granting Xxxxxxx Purchaser Board of Director observer rights; and (iii) a letter agreement from Xx. Xxxxxx to Xxx stating that, for so long as Xxx continues to hold not less than 60% of the Purchaser shares acquired by Xxx on the Closing Date (for purposes of this subsection, any stock of Purchaser held by or for the benefit of Kim's spouse, child (including by adoption) or grandchild or by a trust, limited partnership, limited liability company, corporation or other entity for the benefit of any of the foregoing shall be deemed held by Xxx), Xx. Xxxxxx will vote the stock in Purchaser held by him or by any trust of which he is a trustee in favor of granting Xxx Purchaser Board of Directors observer rights; (f) an Affidavit of certificates representing all the Purchaser certifying that the representations and warranties of Purchaser set forth in this Agreement are true and correct in all respects on the Closing DateShares; (g) a commitment from an insurer the legal opinion of Winston & Xxxxxx, counsel for Purchaser, in form and substance reasonably acceptable satisfactory to Sellers for the PLL policy required under Section 8.7Representative; and (h) such other instruments and documents and instruments as Sellers may are: (i) required by any other provisions of this Agreement to be delivered on the Closing Date by Purchaser to Sellers; or (ii) reasonably requirenecessary, in the opinion of Sellers, to evidence the performance by Purchaser of its obligations under this Agreement.

Deliveries by Purchaser to Sellers. At the Closing, Purchaser shall deliver or cause to Sellers the following, duly executedbe delivered to Sellers: (a) immediately available funds the Preliminary Purchase Price in the amount of the Total Consideration referred to in accordance with Section 2.1 hereof, less the LOI Payment pursuant to Section 2.5, and less the Deposit (which shall be paid Sellers pursuant to Section 2.2 hereof)2.2; (b) if delivered the Assumption Agreement as duly executed by Sellers to Purchaser pursuant to Section 4.3 above, the Assignment and Assumption of the Purchased Leases, the Assignment and Assumption of Tenant Leases, the Assignment of Trade Names, the Assignment of ROFR’s and Options, Assignment of Fund Proceeds, the Environmental Escrow Agreement, the Non-Compete and Non-Solicitation Agreement, the Settlement Statement, the Subway Leases, the Freight Hauling Agreement, the Wholesale ROFO Agreement, the Exxon Station Consent, the Purchaser Non-Compete Agreement, the Assignment and Assumption of Mountain View Supply Agreement and any other Purchaser DocumentsPurchaser; (c) with respect to Purchaser, if applicable, a copy of a certificate of existence for Purchaser from the applicable State Corporation Commission (Secretary or other applicable governmental entity) an Assistant Secretary of Purchaser, dated as of the Closing Date, certifying to (i) the certificate of incorporation and bylaws of Purchaser; (ii) resolutions of the Board of Directors of Purchaser approving the execution, delivery and performance of the Transaction Documents to which it is a date reasonably close party and the consummation of the Transactions; and (iii) incumbency and signatures of the officers of Purchaser executing this Agreement and any other certificate or document delivered by Purchaser in connection herewith; (d) a certificate executed by the President or any Vice President of Purchaser, dated as of the Closing Date, certifying that all representations and warranties of Purchaser herein contained are true and complete in all material respects as of the Closing Date as if made thereon and that Purchaser has performed or complied in all material respects with the covenants, agreements and obligations required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (de) a TDEC Notification for Underground Storage Tanks listing the certificate of incorporation of Purchaser as certified by the owner Secretary of State of the Fuel Equipment; State of Delaware as of a date not earlier than twenty (e20) appropriate resolutions of each Purchaser authorizing the transactions contemplated by this Agreement; (f) an Affidavit of Purchaser certifying that the representations and warranties of Purchaser set forth in this Agreement are true and correct in all respects on days prior to the Closing Date; (gf) a commitment from an insurer reasonably acceptable to Sellers the legal opinion of Xxxxx Peabody LLP, counsel for Purchaser, substantially in the PLL policy required under Section 8.7form of Exhibit G; and (hg) such other instruments and documents and instruments as Sellers may are: (i) required by any other provisions of this Agreement to be delivered on or before the Closing Date by Purchaser to Sellers; or (ii) reasonably requirenecessary, in the opinion of Sellers, to evidence the performance by Purchaser of its obligations under this Agreement.

Deliveries by Purchaser to Sellers. At Prior to and as a condition precedent to the Closingeffectiveness of the transactions contemplated hereunder, Sellers shall have received and/or Purchaser shall deliver or cause to Sellers the following, duly executedbe delivered to Sellers: (a) immediately available funds the legal opinion of Winston & Straxx, xxecial counsel for Purchaser, substantially in the amount of the Total Consideration referred to in Section 2.1 hereof, less the LOI Payment pursuant to Section 2.5, and less the Deposit (which shall be paid Sellers pursuant to Section 2.2 hereof)form attached hereto as Exhibit B; (b) if delivered by Sellers to Purchaser pursuant to Section 4.3 above, the Assignment and Assumption a certificate of the Purchased LeasesManager of Purchaser, of the Assignment date hereof, certifying to (i) the operating agreement of Purchaser; (ii) resolutions of the Members of Purchaser approving the execution, delivery and Assumption performance of Tenant Leases, this Agreement and the Assignment consummation of Trade Names, the Assignment transactions contemplated hereby; and (iii) incumbency and signatures of ROFR’s and Options, Assignment the officers of Fund Proceeds, the Environmental Escrow Agreement, the Non-Compete and Non-Solicitation Agreement, the Settlement Statement, the Subway Leases, the Freight Hauling Agreement, the Wholesale ROFO Agreement, the Exxon Station Consent, the Purchaser Non-Compete Agreement, the Assignment and Assumption of Mountain View Supply Manager executing this Agreement and any other Purchaser Documentscertificate or document delivered in connection herewith; (c) with respect to Purchaser, if applicable, a certified copy of a certificate the Certificate of existence for Formation of Purchaser from the applicable Secretary of State Corporation Commission (or other applicable governmental entity) dated as of a date reasonably close to the Closing DateState of Delaware; (d) a TDEC Notification for Underground Storage Tanks listing Purchaser as the owner an executed copy of the Fuel EquipmentHoldings Purchase Agreement and evidence of consummation of the transactions contemplated thereunder; (e) appropriate resolutions an executed copy of the security agreement (the "Preferred Stock Purchase Security Agreement") and the deed of trust (the "Preferred Stock Purchase Deed of Trust"), each dated the date hereof from Purchaser authorizing on behalf of the transactions contemplated by Representative for the benefit of Sellers, securing the obligations of Purchaser under this Agreement; (f) an Affidavit a certified copy of Purchaser certifying that the representations and warranties Amended Articles from the Secretary of Purchaser set forth in this Agreement are true and correct in all respects on State of the Closing DateState of Washington; (g) a commitment from an insurer reasonably acceptable to Sellers for executed copy of the PLL policy required under Section 8.7Operating Agreement; (h) an executed copy of the DRE Deed; (i) an executed copy of the Recapitalization Plan; (j) an executed copy of that certain Reservation Agreement dated the date hereof between the Company and Purchaser (the "Reservation Agreement"); and (hk) such other instruments and documents and instruments as Sellers may are: (i) required by any other provisions of this Agreement to be delivered by Purchaser to Sellers; or (ii) reasonably requirenecessary, in the opinion of Sellers, to effect the performance of this Agreement by Purchaser.

Deliveries by Purchaser to Sellers. At the Closing, Purchaser shall deliver or cause to Sellers the following, duly executedbe delivered to Sellers: (a) immediately available funds the Purchase Price in the amount of the Total Consideration referred to in accordance with Section 2.1 hereof, less the LOI Payment pursuant to Section 2.5, and less the Deposit (which shall be paid Sellers pursuant to Section 2.2 hereof)2.2; (b) if delivered by Sellers to Purchaser pursuant to Section 4.3 above, the Assignment and Assumption a certificate of the Purchased LeasesSecretary or an Assistant Secretary of Purchaser, dated as of the Assignment Closing Date, certifying to (i) the by-laws of Purchaser; (ii) resolutions of the Board of Directors of Purchaser approving the execution, delivery and Assumption performance of Tenant Leases, this Agreement and the Assignment consummation of Trade Names, the Assignment transactions contemplated hereby; and (iii) incumbency and signatures of ROFR’s and Options, Assignment the officers of Fund Proceeds, the Environmental Escrow Agreement, the Non-Compete and Non-Solicitation Agreement, the Settlement Statement, the Subway Leases, the Freight Hauling Agreement, the Wholesale ROFO Agreement, the Exxon Station Consent, the Purchaser Non-Compete Agreement, the Assignment and Assumption of Mountain View Supply executing this Agreement and any other Purchaser Documentscertificate or document delivered in connection herewith; (c) with respect to a certificate executed by the President or Vice President of Purchaser, if applicable, a copy of a certificate of existence for Purchaser from the applicable State Corporation Commission (or other applicable governmental entity) dated as of a date reasonably close the Closing Date, certifying that (i) all representations and warranties of Purchaser herein contained are true, correct and complete in all material respects as of the Closing Date as if made thereon and (ii) Purchaser has performed or complied in all material respects with all of the covenants and obligations required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (d) a TDEC Notification for Underground Storage Tanks listing certificate of incorporation of Purchaser as certified by the owner Secretary of State of the Fuel EquipmentState of Delaware; (e) appropriate resolutions of each Purchaser authorizing the transactions contemplated Consulting Agreements executed by this Agreement;Purchaser; and (f) an Affidavit such other instruments and documents as are: (i) required by any other provisions of Purchaser certifying that the representations and warranties of Purchaser set forth in this Agreement are true and correct in all respects to be delivered on the Closing Date; Date by Purchaser to Sellers; or (gii) a commitment from an insurer reasonably acceptable necessary, in the opinion of Sellers, to Sellers for effect the PLL policy required under Section 8.7; and (h) such other documents and instruments as Sellers may reasonably requireperformance of this Agreement by Purchaser.

Deliveries by Purchaser to Sellers. At Prior to and as a condition precedent to the Closingeffectiveness of the transactions contemplated hereunder, Sellers shall have received and/or Purchaser shall deliver or cause to Sellers the following, duly executedbe delivered to Sellers: (a) immediately available funds the Ski Lifts Promissory Note issued by Purchaser in the amount favor of the Total Consideration referred to Representative for the benefit of Sellers in accordance with Section 2.1 hereof, less 2.2(i) and the LOI Payment pursuant to cash payment required by Section 2.5, and less the Deposit (which shall be paid Sellers pursuant to Section 2.2 hereof2.2(a)(ii); (b) if delivered by Sellers to Purchaser pursuant to Section 4.3 abovethe legal opinion of Winston & Straxx, xxecial counsel for Purchaser, substantially in the Assignment and Assumption of the Purchased Leases, the Assignment and Assumption of Tenant Leases, the Assignment of Trade Names, the Assignment of ROFR’s and Options, Assignment of Fund Proceeds, the Environmental Escrow Agreement, the Non-Compete and Non-Solicitation Agreement, the Settlement Statement, the Subway Leases, the Freight Hauling Agreement, the Wholesale ROFO Agreement, the Exxon Station Consent, the Purchaser Non-Compete Agreement, the Assignment and Assumption of Mountain View Supply Agreement and any other Purchaser Documentsform attached hereto as Exhibit C; (c) with respect to Purchaser, if applicable, a copy of a certificate of existence for the Secretary or an Assistant Secretary of Purchaser, of the date hereof, certifying to (i) the by-laws of Purchaser; (ii) resolutions of the Board of Directors of Purchaser from approving the applicable State Corporation Commission execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of Purchaser executing this Agreement and any other certificate or other applicable governmental entity) dated as of a date reasonably close to the Closing Datedocument delivered in connection herewith; (d) a TDEC Notification for Underground Storage Tanks listing certificate of incorporation of Purchaser as certified by the owner Secretary of State of the Fuel EquipmentState of Delaware; (e) appropriate resolutions an executed copy of each the pledge agreement dated the date hereof from Purchaser authorizing to the transactions contemplated Representative for the benefit of Sellers, securing the obligations of the Company under the Ski Lifts Promissory Note by this Agreementpledge of the Shares; (f) an Affidavit of Purchaser certifying that the representations and warranties of Purchaser set forth in this Employment Agreement are true and correct in all respects on executed by the Closing DateCompany; (g) a commitment from an insurer reasonably acceptable to Sellers for executed copy of the PLL policy required under Section 8.7; andPreferred Stock Purchase Agreement; (h) such other documents an executed copy of the security agreement, UCC-1 financing statement, and instruments as deed of trust from DRE, L.L.C. in favor of the Representative for the benefit of Sellers may reasonably require.securing the obligations of DRE, L.L.C. under the Preferred Stock Purchase Agreement; (i) a certified copy of the Amended Articles from the Secretary of State of the State of Washington; (j) a certified copy of the Certificate of Formation from the Secretary of State of the State of Delaware evidencing the creation of DRE, L.L.C.; (k) an executed copy of the Operating Agreement; (l) an executed copy of the Assignment Agreement;