Deliveries by Transferee. On or before the Closing Date, Transferee, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following funds, documents and instruments, each dated as of the Closing Date, in addition to the other items and payments required by this Agreement to be delivered by Transferee at the Closing:
Deliveries by Transferee. At the Closing, Transferee shall deliver (a) the Promissory Note duly executed by Transferee and (b) such documents relating to the transactions contemplated by this Agreement as Transferor may reasonably request.
Deliveries by Transferee. Transferee hereby delivers (a) to each of Transferor and the Company, a duly executed copy of this Agreement, (b) to the Company, a duly executed copy of the Transfer Restrictions Agreement in the form attached hereto as Exhibit B (the “TRA”), (c) to Transferor, a wire transfer of immediately available funds to an account designated by Transferor for the applicable Net Purchase Price for the Shares as set forth on Schedule 1 due from Transferee (d) to the Company, a wire transfer of immediately available funds to an account designated by the Company for the applicable aggregate exercise price and withholding and employment taxes as set forth on Schedule 1 and (e) a true, correct, complete and duly executed Internal Revenue Service Form W-9 or applicable Form W-8.
Deliveries by Transferee. 20 3.5 Relationship of this Agreement and Related Transfer Agreements................................... 21 ARTICLE IV
Deliveries by Transferee. At the Closing, Transferee shall deliver, or cause to be delivered, the following to Transferor:
(a) The Assignment and Assumption Agreement, duly executed by Transferee; 26
(b) The Interconnection Agreement, duly executed by Transferee;
(c) The Access Agreements, duly executed by Transferee;
(d) The Cumberland Lease, duly executed by Transferee and in recordable form;
(e) A copy, certified by the Secretary or Assistant Secretary of Transferee, of resolutions authorizing the execution and delivery of this Agreement, each Additional Agreement and all of the agreements and instruments, in each case, to be executed and delivered by Transferee in connection herewith;
(f) A certificate of the Secretary or Assistant Secretary of Transferee identifying the name and title and bearing the signatures of the officers of Transferee authorized to execute and deliver this Agreement, each Additional Agreement to which Transferee is a party and the other agreements contemplated hereby;
(g) All such other permits, agreements, documents, instruments and writings as shall, in the reasonable opinion of Transferor and its counsel, be necessary for Transferee to acquire the Transferred Assets, and to assume the Assumed Liabilities, in each case, in accordance with this Agreement and, where necessary or desirable, in recordable form; and
(h) Such other permits, agreements, documents, instruments and writings as are required to be delivered by Transferee at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required by Transferor in connection herewith.
Deliveries by Transferee. At the Closing, Transferee shall deliver, or cause to be delivered, to Alon USA the following:
(a) After the receipt of the contribution required by Section 1.5 hereof, a counterpart of the Pipelines and Terminals Agreement, duly executed by Transferee.
(b) After the receipt of the contribution required by Section 1.5 hereof, a counterpart of the Environmental Agreement, duly executed by Transferee.
(c) After the receipt of the contribution required by Section 1.5 hereof, a counterpart of the Right of First Offer Agreement, duly executed by Transferee.
(d) After the receipt of the contribution required by Section 1.5 hereof, a counterpart of the Services Agreement, duly executed by Transferee.
(e) An amendment to the Transferee Party Organizational Documents, in substantially the form attached as Exhibit J (the “Class B Amendment”).
(f) Certificates representing the Unit Consideration and issued in the name of Newco 2 or its designee (the “Certificates”).
(g) The Transferee Closing Certificate, duly executed by an executive officer of Transferee.
(h) After the receipt of the contribution required by Section 1.5 hereof, a counterpart of the mortgage and deed of trust, substantially in the form attached as Exhibit K, duly executed by Newco 1.
(i) A counterpart of the documents effecting the contribution required by Section 1.6(b) hereof and the conversion of Newco 1 into a limited partnership as required by Section 1.6(b) hereof.
Deliveries by Transferee. Transferee shall deliver or cause to be delivered to Transferor at the Closing:
(i) [not used].
(ii) A certificate of the appropriate public official to the effect that Transferee and CCG is a validly existing corporation in the State of Delaware as of a date not more than 15 business days prior to the Closing Date.
(iii) Incumbency and specimen signature certificates signed by the officers of Transferee and CCG and certified by the Secretary of Transferee and CCG.
(iv) True and correct copies of the Certificates of Incorporation of Transferee and CCG as of a date not more than 15 business days prior to the Closing Date, certified by the Secretary of State of Delaware.
(v) A certificate of the Secretary of Transferee and CCG (A) setting forth all resolutions of the Board of Directors of Transferee and CCG authorizing the execution and delivery of this Agreement and Other Agreements and the performance by Transferee and CCG of the transactions contemplated hereby and thereby, certified by the Secretary of Transferee and CCG and (B) to the effect that the Certificates of Incorporation of Transferee delivered pursuant to SECTION 6.3(B)(IV) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date.
(vi) The opinion of Xxxxxxxxxxx & Xxxxxxxx LLP, counsel to Transferee and CCG, in substantially the form of EXHIBIT H.
(vii) Such other agreements and documents as Transferor may reasonably request.
Deliveries by Transferee. On or prior to the Closing Date, ------------------------ Transferee shall deliver to Transferor Transferee's Closing Documents as more fully described in Exhibit S. ---------
Deliveries by Transferee. On or before the Closing, Transferee, at its sole cost and expense, shall deliver or cause to be delivered into Escrow (i) cash in an amount equal to Transferee's share of prorations and Closing Costs, as provided in Sections 7.5 and 7.6 hereof, respectively, and the balance of the Cash Portion as provided in Section 2.2 hereof, (ii) four (4) original executed and acknowledged counterparts of each of the Assignments of Leases, (iii) certificates (the "CERTIFICATES") representing the OP Units issued pursuant to Section 2.2 hereof, (iv) two (2) executed original counterparts of each of the Acknowledgments, executed by AIMCO-G.P., Inc., a Delaware corporation, (iv) four (4) original counterparts of the Registration Rights Agreement executed by the REIT, and (v) such other documents and instruments, signed and properly acknowledged by Transferee, if appropriate, as may reasonably be required by Transferor, Escrow Agent or otherwise in order to effectuate the provisions of this Agreement and the closing of the transactions contemplated herein.
Deliveries by Transferee. Transferee hereby delivers to the Company (a) an executed copy of this Agreement, (b) if Transferee is married, a Consent of Spouse in the form of Exhibit B attached hereto, if any, duly executed by Transferee’s spouse and (d) if applicable, the blank Stock Power required by Section 5 below, executed by Transferee and Transferee’s spouse.
