Common use of Deliveries by Purchaser Clause in Contracts

Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller the following, which in the case of documents shall be reasonably satisfactory to Seller: (A) cash payment of the Purchase Price (via wire transfer of immediately available funds), pursuant to Section 2.3, or (B) the Promissory Note, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller, in which case, the Purchase shall deliver to Seller at Closing, in addition to the other deliveries required hereby, (I) a security agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller and Purchaser and in customary form for transactions of this nature, granting Seller a first priority security interest in the security described on EXHIBIT "A", (II) such notices, recordings, mortgages, statements, filings, instruments or other agreements and documents as Seller may reasonably require to have a perfected first priority security interest in the security described on EXHIBIT "A" and (III) customary opinions of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; and (ii) an Asset Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller.

Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller the following, which in the case of documents shall be reasonably satisfactory to Seller: (A) cash payment of the Purchase Price (via wire transfer of immediately available funds), pursuant to Section 2.3, or (B) the Promissory Note, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller, in which case, the Purchase shall deliver to Seller at Closing, in addition to the other deliveries required hereby, (I) a security agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller and Purchaser and in customary form for transactions of this nature, granting Seller a first priority security interest in the security described on EXHIBIT Exhibit "A", (II) such notices, recordings, mortgages, statements, filings, instruments or other agreements and documents as Seller may reasonably require to have a perfected first priority security interest in the security described on EXHIBIT Exhibit "A" and (III) customary opinions of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; and (ii) an Asset Xxxx Bill of Sale and Assignment and Assumption Agreement, duly dxxx executed by Purchaser, in form and substance reasonably satisfactory to Seller.

Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller the following, which in the case of documents shall be reasonably satisfactory to Seller: (A) cash payment of the Purchase Price (via wire transfer of immediately available funds), pursuant to Section 2.3, or (B) the Promissory Note, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller, in which case, the Purchase Purchaser shall deliver to Seller at Closing, in addition to the other deliveries required hereby, (I) a security agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller and Purchaser and in customary form for transactions of this nature, granting Seller a first priority security interest in the security described on EXHIBIT Exhibit "A", (II) such notices, recordings, mortgages, statements, filings, instruments or other agreements and documents as Seller may reasonably require to have a perfected first priority security interest in the security described on EXHIBIT Exhibit "A" and (III) customary opinions of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; and; (ii) the Seller's Contrato de Compra-Venta de Acciones, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller; (iii) an Asset Xxxx Bill of Sale and Assignment and Assumption Agreement, duly xxxcuted by Purchaser, in form and substance reasonably satisfactory to Seller; (iv) the Supply Agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller; and (v) the Transition Services Agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller.

Deliveries by Purchaser. At No later than one (1) Business Day prior to the ClosingClosing Date, Purchaser shall deliver (or cause to be delivered) the following items to the Title Company for the benefit of Seller or WII, as applicable, which items shall be distributed and disbursed by the Title Company to Seller or WII, as applicable, at the followingClosing: (a) the Closing Amount by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing; (b) the TAF by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing (c) the Development Fee by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing; (d) a duly-executed counterpart of each of the Leases, which together in each case with a duly-completed Electronic Funds Transfer (EFT) Form; (e) a duly-executed counterpart of each of the Subleases, together in each case with a duly-completed Electronic Funds Transfer (EFT) Form; (f) a duly-executed counterpart of documents shall be the Bxxx of Sale; (g) a duly-executed counterpart of the General Release; (h) duly-executed Franchise Documents, including a duly-executed Letter of Agreement, Development Agreement and, if applicable, appropriate eRoyalty documentation; (i) evidence reasonably satisfactory to Seller:Seller that Purchaser has complied with its obligations under Section 6.06; (A) cash payment of the Purchase Price (via wire transfer of immediately available funds), pursuant to Section 2.3, or (Bj) the Promissory Note, duly executed by Purchaser, Insurance Certificate(s) referred to in form and substance reasonably satisfactory to Seller, in which case, the Purchase shall deliver to Seller at Closing, in addition to the other deliveries required hereby, Section 6.10; (Ik) a security agreement, duly executed by Purchaser, resale certificate(s) in form and substance reasonably satisfactory to Seller regarding the Inventory; (l) a duly-executed counterpart of a closing statement in form and Purchaser substance satisfactory to Seller, on the one hand, and in customary form for transactions of this naturePurchaser, granting Seller a first priority security interest in on the security described on EXHIBIT "A"other hand; and (m) all such other documents, (II) such noticesagreements, recordingsinstruments, mortgages, statements, filings, instruments or other agreements writings and documents certificates as Seller may reasonably require request and that are necessary for Purchaser to have a perfected first priority security interest in the security described on EXHIBIT "A" and (III) customary opinions satisfy any of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; and (ii) an Asset Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Sellerits obligations hereunder.

Deliveries by Purchaser. At the Closing, Purchaser shall deliver the following to Seller the following, which in the case of documents shall be reasonably satisfactory to SellerSellers: (Aa) cash payment of the The Closing Purchase Price (via by wire transfer of immediately available funds), pursuant funds to Section 2.3, or (B) the Promissory Note, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller, in which case, the Purchase shall deliver to Seller at Closing, in addition to the other deliveries required hereby, (I) a security agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller and Purchaser and in customary form for transactions of this nature, granting Seller a first priority security interest in the security described on EXHIBIT "A", (II) such notices, recordings, mortgages, statements, filings, instruments or other agreements and documents as Seller may reasonably require to have a perfected first priority security interest in the security described on EXHIBIT "A" and (III) customary opinions of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; andParent; (iib) an Asset Xxxx of Sale and The certificate contemplated by Section 8.3(c); (c) The Assignment and Assumption Agreement, duly executed by Purchaser; (d) The Amtech License Agreement, duly executed by Purchaser; (e) The Transition Services Agreement, duly executed by Purchaser; (f) Leases or subleases with respect to the Partially Utilized Facilities, in form and substance reasonably satisfactory to SellerPurchaser, as described in Section 7.8, duly executed by Purchaser; (g) The San Antonio Lease, the Portland Lease and all other leases with respect to real property owned by Sellers and primarily used in the Business, duly executed by Purchaser; (h) If delivered by Sellers pursuant to Section 4.2(l), the PHH Lease Assumption Agreement, duly executed by Purchaser; (i) Any Assumed Lease Assignments received by Sellers prior to the Closing, duly executed by Purchaser; (j) If delivered by Sellers pursuant to Section 4.2(m), lease assumption agreements, in form and substance reasonably satisfactory to Purchaser, with respect to all Vehicle and Equipment Leases included in the Purchased Assets (other than leases of immaterial items of Equipment such as photocopiers, postage machines and the like) that are not assigned by the PHH Lease Assumption Agreement, duly executed by Purchaser; (k) Any other instruments or writings, as shall, in the reasonable opinion of Sellers, be necessary for Purchaser to be legally bound to fulfill its obligations under Section 2.3 hereof; (l) Such other agreements, documents, instruments and writings as may be required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement or as may otherwise be reasonably requested by Sellers in connection herewith; (m) A certificate of the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and good standing of Purchaser; and (n) A certificate of the Secretary or an Assistant Secretary of Purchaser dated the Closing Date, and certifying (i) that attached thereto is a true, complete and correct copy of the Certificate of Incorporation and By-laws of Purchaser, as amended and as in effect on the date of such certification, and (ii) that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Purchaser approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Purchaser of this Agreement.

Deliveries by Purchaser. At No later than one (1) Business Day prior to the ClosingClosing Date, Purchaser shall deliver (or cause to be delivered) the following items to the Title Company for the benefit of Seller or WII, as applicable, which items shall be distributed and disbursed by the Title Company to Seller or WII, as applicable, at the followingClosing: (a) the Closing Amount by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing; (b) the TAF by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing (c) the Development Fee by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing; (d) a duly-executed counterpart of each of the Leases, which together in each case with a duly-completed Electronic Funds Transfer (EFT) Form; (e) a duly-executed counterpart of each of the Subleases, together in each case with a duly-completed Electronic Funds Transfer (EFT) Form; (f) a duly-executed counterpart of documents shall be the Xxxx of Sale; (g) a duly-executed counterpart of the General Release; (h) duly-executed Franchise Documents, including a duly-executed Letter of Agreement, Development Agreement and, if applicable, appropriate eRoyalty documentation; (i) evidence reasonably satisfactory to Seller:Seller that Purchaser has complied with its obligations under Section 6.06; (A) cash payment of the Purchase Price (via wire transfer of immediately available funds), pursuant to Section 2.3, or (Bj) the Promissory Note, duly executed by Purchaser, Insurance Certificate(s) referred to in form and substance reasonably satisfactory to Seller, in which case, the Purchase shall deliver to Seller at Closing, in addition to the other deliveries required hereby, Section 6.10; (Ik) a security agreement, duly executed by Purchaser, resale certificate(s) in form and substance reasonably satisfactory to Seller regarding the Inventory; (l) a duly-executed counterpart of a closing statement in form and Purchaser substance satisfactory to Seller, on the one hand, and in customary form for transactions of this naturePurchaser, granting Seller a first priority security interest in on the security described on EXHIBIT "A"other hand; and (m) all such other documents, (II) such noticesagreements, recordingsinstruments, mortgages, statements, filings, instruments or other agreements writings and documents certificates as Seller may reasonably require request and that are necessary for Purchaser to have a perfected first priority security interest in the security described on EXHIBIT "A" and (III) customary opinions satisfy any of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; and (ii) an Asset Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Sellerits obligations hereunder.

Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Sellers the following, which in the case of documents shall be reasonably satisfactory to Seller: (Aa) cash payment The Closing Date Cash Payment in immediately available funds by wire transfer to one or more accounts which have been designated by Sellers at least two Business Days prior to the Closing Date and the Stock Consideration, if any, in the form of one or more stock certificates, or if uncertificated, other appropriate evidence of ownership reasonably acceptable to Sellers, registered in the name of Sellers or their designee; (b) Duly executed counterparts of each of the Purchase Price Ancillary Agreements to which Purchaser or any of its Affiliates is a party; (via wire transfer c) Duly executed counterparts to Bills of immediately available fundsSale, each in substantially the form attached hereto as Exhibit D, transferring to Purchaser all of each Selling Entity’s interest in its portion of the Acquired Assets constituting tangible personal property (each a “Xxxx of Sale”); (d) Duly executed counterparts to Assignment and Assumption Agreements, each in substantially the form attached hereto as Exhibit E, assigning to Purchaser all of each Selling Entity’s interest in its portion of the Acquired Assets, other than tangible personal property, and the Assumed Liabilities (each an “Assignment and Assumption Agreement”); (e) Evidence of the obtaining of the Purchaser Required Approvals; (f) The certificate to be delivered pursuant to Section 2.37.2(c); and (g) Secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents, and such other customary instruments of transfer or (B) the Promissory Noteassumption, duly executed by Purchaser, in each case in form and substance reasonably satisfactory to SellerSellers, in which case, as may be required to give effect to this Agreement and the Purchase shall deliver to Seller at Closing, in addition to the other deliveries required hereby, (I) a security agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller and Purchaser and in customary form for transactions of this nature, granting Seller a first priority security interest in the security described on EXHIBIT "A", (II) such notices, recordings, mortgages, statements, filings, instruments or other agreements and documents as Seller may reasonably require to have a perfected first priority security interest in the security described on EXHIBIT "A" and (III) customary opinions of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; and (ii) an Asset Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to SellerAncillary Agreements.