Deliveries to Purchaser. Sellers agree to deliver to Purchaser, at the Closing, each of the following, each of which constitutes a condition to Purchaser's obligation to consummate the purchase of the Shares:
Deliveries to Purchaser. The obligation of Purchaser to close the transaction contemplated hereby is subject to Purchaser's receipt, review, inspection and approval of the Property, and such other books, records, documents and agreements as may be reasonably requested by Purchaser and delivered by Seller and any other information that Purchaser may obtain regarding the Property; provided, however, that Purchaser's right to inspect the Property shall be subject to Section 4.2. Purchaser shall have until 5:00 p.m. Central Standard Time on January 15, 1997, to conduct such inspections (the "Due Diligence Period"), subject to extension as provided in Section 3.2 above. Within ten (10) days after the execution of this Agreement by Seller and Purchaser, Seller shall deliver to Purchaser the following items, data and/or information to the extent Seller is in possession or control of such items:
(i) the most recent environmental report(s) with respect to the Property;
(ii) maintenance, service or utility contracts; warranties, guarantees, licenses, permits (including franchise or license agreements relating to the operation of the Motel), plans, drawings, engineering reports, specifications, site plans, and certificates of occupancy, relating to the Property or the operation of the Motel;
(iii) all of the real estate and personal property tax statements, if any, with respect to the Property for the years 1995 and 1996;
(iv) utility invoices relating to the Property from January 1, 1996 to the present, to the extent available;
(v) any financial statements prepared by or for Seller regarding the Property and/or the Motel, including monthly income and expense statements for the Property and/or the Motel from January 1, 1994, to the present, in the form customarily used by Seller (and accompanying data), and such other financial and operational data as Purchaser shall reasonably require for the years 1994, 1995, and 1996;
(vi) a list of the amount and nature of the capital expenditures incurred with respect to the Property and/or the Motel during the preceding twenty-four (24) months;
(vii) the most recent franchise inspection reports prepared by the franchisor or licensor and with respect to the Property and/or the Motel;
(viii) an inventory of the Fixtures and Tangible Personal Property, if any;
(ix) any leases and other documents relating to existing telephone, computer and other support services with respect to the Property and/or the Motel; and
(x) any ground or similar type leases with ...
Deliveries to Purchaser. All terms and amounts to be delivered, remitted or otherwise furnished by Seller to Purchaser pursuant hereto or in connection herewith shall, except as otherwise provided for herein, be delivered, remitted or furnished to Purchaser at its office at 00000 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as may be agreed upon.
Deliveries to Purchaser. At or prior to Closing, Sellers shall deliver or cause to be delivered to Purchaser the following in form and substance satisfactory to Purchaser, acting reasonably:
(i) a copy of the Escrow Agreement executed by Agent, for and on behalf of the Sellers, and Xxxxxx Agent;
(ii) evidence of termination of the shareholders' agreement of Corporation;
(iii) certificates representing the Purchased Shares duly endorsed in blank for transfer by the holders of record;
(iv) certified copies of (i) the charter documents and by laws of Sellers and the Acquired Companies; (ii) all required resolutions of the board of directors of Sellers, approving the entering into and completion of the transactions contemplated by this Agreement; and (iii) all required resolutions of the board of directors of Corporation approving the transfer of the Purchased Shares to Purchaser;
(v) a certificate of status, compliance, good standing or like certificate with respect to corporate Sellers and the Acquired Companies issued by appropriate government officials of their respective jurisdictions of incorporation, if available in such jurisdiction;
(vi) a duly executed resignation and release of each director and officer of the Acquired Companies specified by the Purchaser in writing at least five days prior to Closing effective as at Closing;
(vii) Payoff Letters, duly executed by the Payoff Creditors; and
(viii) an IRS Form W-8BEN, W-8BEN-E, W-8IMY or W-9 from each Seller, duly completed and executed from each Seller in form reasonably satisfactory to Purchaser.
Deliveries to Purchaser. 33 Section 6.2....................................................................Deliveries to the Company. 36 ARTICLE VII SURVIVAL; INDEMNIFICATION................................................................... 37 Section 7.1...................................................Survival of Representations and Warranties. 37 Section 7.2..............................................................................
Deliveries to Purchaser. At or prior to the Closing, the Company shall deliver to the Purchaser the following in form and substance reasonably satisfactory to the Purchaser and its counsel:
Deliveries to Purchaser. All items and amounts to be delivered, remitted or otherwise furnished by Seller to Purchaser pursuant hereto and any Assignment or in connection herewith and therewith shall, except as otherwise provided for herein and therein, be delivered, remitted or furnished to Purchaser at its office at the address set forth herein and therein or at such other place as the Purchaser may direct.
Deliveries to Purchaser. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to the Purchaser the following, each dated as of the Closing Date and in form and substance reasonably satisfactory to the Purchaser:
(i) this Agreement, duly executed by the Company;
(ii) the COD duly executed by the Company; and
(iii) such other statements, agreements, good standing certificates, and other documents as the Purchaser may reasonably require.
Deliveries to Purchaser. Any document or item shall be deemed “provided” or “made available” by any of the Sellers or the Company to Purchaser for purposes of Article III if such document or item (a) is included on or prior to the date of this Agreement in the electronic data room established by the Company and maintained by Bank Street Group LLC in connection with the transactions contemplated by this Agreement, or (b) actually delivered (including electronic delivery) by the Company to Xxxxx XxXxx prior to the date of this Agreement.
Deliveries to Purchaser. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following, each dated as of the Closing Date and in form and substance satisfactory to such Purchaser:
(i) this Agreement, duly executed by the Company;
(ii) a final Disclosure Schedule, duly executed by the Company;
(iii) a Note for such Purchaser duly executed by the Company with an aggregate Initial Principal Amount equal to the amount set forth on Schedule I, registered in the name of such Purchaser;
(iv) the Warrants for such Purchaser duly executed by the Company registered in the name of such Purchaser;
(v) the Transfer Agent Instruction Letters, duly executed by the Transfer Agent in addition to the Company;
(vi) the Security Agreement and Guaranty;
(vii) the Registration Rights Agreement;
(viii) legal opinions of counsel to the Company (including local counsel as may be requested by such Purchaser) in form and substance acceptable to such Purchaser; an officer’s certificate and compliance certificate from each Company Party, each in form and substance acceptable to such Purchaser; and
(ix) a closing statement, in form and substance acceptable to such Purchaser, and such other opinions, statements, agreements and good standing certificates, and other documents as such Purchaser may require.
