Common use of Deliveries of Buyer Clause in Contracts

Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller: (a) The Purchase Price by wire transfer in accordance with Section 2.3, subject to the adjustments under Section 2.5. (b) A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing. (c) An agreement by Buyer assuming the Assumed Obligations. (d) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located. (e) A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (f) The Management Agreement, duly executed by the Buyer. (g) The Escrow Holdback Agreement, duly executed by the Seller and Escrow Agent thereunder. (h) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cornerstone Healthcare Plus Reit, Inc.)

AutoNDA by SimpleDocs

Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller: (a) The Purchase Price by wire transfer in accordance with Section 2.3, subject to the adjustments under Section 2.5. (b) A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing. (c) An agreement by Buyer assuming the Assumed Obligations. (d) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located. (e) A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (f) The Management Agreement, duly executed by the Buyer. (g) The Escrow Holdback Agreement, duly executed by the Seller and Escrow Agent thereunder. (h) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cornerstone Growth & Income REIT, Inc.)

Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller: (a) The Purchase Price by wire transfer in accordance with Section 2.3, subject to the adjustments under Section 2.52.4. (b) A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing. (c) An agreement by Buyer assuming the Assumed Obligations. (d) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located. (e) A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (f) The Management Agreement, duly executed by the Buyer. (g) The Escrow Holdback Earnout Agreement, duly executed by the Seller and Escrow Agent thereunderSeller. (h) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cornerstone Growth & Income REIT, Inc.)

AutoNDA by SimpleDocs

Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller: (a) The Purchase Price by wire transfer in accordance with Section 2.3, subject to the adjustments under Section 2.59.5. (b) A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing. (c) An agreement by Buyer assuming the Assumed Obligations. (d) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located. (e) A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters. (f) The Management Agreement, duly executed by the Buyer. (g) The Escrow Holdback Agreement, duly executed by the Seller and Escrow Agent thereunder. (h) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cornerstone Healthcare Plus Reit, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!