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 in accordance with Section 2.3, subject to the adjustments under Section 2.4. (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) Opinions from counsel for Buyer in the form attached hereto as Exhibit L-1, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Buyer. (g) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Buyer. (h) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Buyer, and its Affiliates. (i) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

Deliveries of Buyer. At the Closing, Buyer will deliver to Seller simultaneously with the delivery of the items referred to in SECTION 5.2 above: (a) the payment of the cash portion of the Purchase Price subject to deduction of any holdback as provided in SECTION 2.2; (b) one or more Assignment and Assumption Agreements in a form reasonably acceptable to Dwyex Xxxup and Seller, evidencing the assignment and assumption of the rights and obligations assigned and assumed hereby; (c) within 10 days of Closing, a Certificate of Good Standing dated no later than July 29, 1998, with respect to Dwyex Group, issued by the Secretary of State of Delaware; (d) a Secretary's Certificate of each of Buyer and Dwyex Group, together with copies of their Certificates of Incorporation, Bylaws, and resolutions of each of Dwyex Xxxup's and Buyer's respective Boards of Directors authorizing the execution and delivery of this Agreement and the Transaction Documents and the performance of the Dwyex Xxxup's and Buyer's obligations under this Agreement and the Transaction Documents, each such item certified by their respective Secretaries as having been duly and validly adopted and in full force and effect; (e) an opinion of Buyer's counsel dated as of the Closing Date, and such other documents and instruments as Seller or his counsel reasonably shall deliver or cause deem necessary to be consummate the transactions contemplated hereby. All documents delivered to Seller the following, in each case shall be in form and substance reasonably satisfactory to Seller: (a) The Purchase Price in accordance with Section 2.3, subject to the adjustments under Section 2.4. (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) Opinions from counsel for Buyer in the form attached hereto as Exhibit L-1, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by BuyerSeller. (g) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Buyer. (h) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Buyer, and its Affiliates. (i) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

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 in accordance with Section 2.3, subject to the adjustments under Section 2.4. (b) A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing. (c) An agreement A duplicate counterpart original of the Assignment and Assumption Agreement for the Lease and Licenses from Seller, duly executed by Buyer assuming in the Assumed Obligationsform attached hereto as Exhibit E-1. (d) A duly executed counterpart original of the Restated and Amended Lease Agreement executed by Buyer. (e) 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. (ef) 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. (fg) Opinions from counsel for Buyer in the same form attached hereto to the Seller Disclosure Letter as Exhibit L-1D, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Buyer. (g) A Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit M, duly executed by Buyer. (h) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by non-competition side letter agreement in a form acceptable to Buyer, and its Affiliates. (i) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

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 in accordance with Section 2.3, subject to the adjustments under Section 2.4. (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) Opinions from counsel for Buyer in the form attached hereto as Exhibit L-1, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Buyer. (g) A Holdback Escrow Agreement in accordance with Section 10.5Pooling Agreement, in the form attached hereto as Exhibit M, duly executed by Buyer. (h) A Pooling Agreement, in the form attached hereto as Exhibit N, duly executed by Buyer, Buyer and its Affiliates. (ih) Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.