Delivery by Buyer at Closing Sample Clauses

Delivery by Buyer at Closing. In the event Buyer exercises its Option ----------------------------- to purchase the Property, at Closing, Buyer shall deliver by wire transfer to the Seller's bank account (to be furnished by Seller to Buyer in writing at or before Closing), the Purchase Price.
Sample 1
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Delivery by Buyer at Closing. Buyer shall deliver: (a) To Seller, BlueRock, and the obligees of Seller’s Payables, as applicable, their respective shares of the Purchase Price via wire transfer or cashier’s checks; (b) To Mxxxxxx Xxxxxx (“Bxxxxx”), an assumption of the promissory note held by Bxxxxx described in Exhibit B, in a restated form attached hereto as Exhibit D, together with an Amended and Restated Note and Security Agreement in the form set forth hereto as Exhibit D; and (c) To Seller, conditioned upon occurrence of the Investment Closing and the execution by McAdams, Wooley, Sundlun, and Gator-Dawg, releases of Seller and Parent in the form attached hereto as Exhibit D executed by McAdams, Wooley, Sundlun and Gator-Dawg from any obligations set forth in the respective notes in favor of such parties described in Exhibit B.
Sample 1
Delivery by Buyer at Closing. In the event Buyer exercises its option ---------------------------------- to purchase the Property, at Closing, Buyer shall deliver by wire transfer to (i) the Seller's bank account (to be furnished by Seller to Buyer in writing at or before Closing) the Purchase Price, and (ii) to Mr. Mote's and Mr. McCutchin's bank accounts the sum of $100,000.00 xxxx.
Sample 1
Delivery by Buyer at Closing. At the Closing, Buyer shall ---------------------------- deliver to: (a) UMB, by wire transfer or certified check, the balance of the UMB Loan (as defined herein) as of the Closing Date. (b) Seller, by wire transfer or company check, an amount equal to the difference between (A) the sum of (i) three hundred thousand dollars ($300,000), as described in Section 3.1(i) hereto, and (ii) the balance of the Closing Payroll and Closing Expenses, subject to the limitations described in Section 2.1(b), (c) and (d) hereto, and (B) the balance of the UMB Loan.
Sample 1
Delivery by Buyer at Closing. At or prior to the Closing, Buyer shall deliver to Seller, as applicable: (a) payment of the Preliminary Purchase Price pursuant to Section 1.5; (b) the Bill of Sale and Assignment and Assumption Agreement, executed by Xxxxx; (c) the Escrow Agreement, executed by Xxxxx and the Escrow Agent; (d) the Employment Agreements, executed by Xxxxx; (e) the Transition Services Agreement, executed by an Affiliate of Buyer; (f) a certificate of good standing (or comparable certificate) for Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (g) a certificate of an officer of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, certifying (i) the resolutions duly adopted by the governing body of Buyer authorizing and approving the execution, delivery, and performance of this Agreement and each Transaction Document to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, which resolutions shall have been certified as true, correct, and in full force and effect without rescission, revocation, or amendment as of the Closing Date, and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver this Agreement and each Transaction Document to which Buyer is a party; and (h) all other documents, certificates, instruments or writings reasonably requested by Seller or its counsel in connection with the transactions contemplated by this Agreement.
Sample 1
Delivery by Buyer at Closing. Buyer shall deliver to Seller the following at Closing: (i) The Purchase Price evidenced by delivery of a duly executed Installment Note and Note; (ii) Executed Buyer’s corporate resolutions authorizing the purchase of the Transferred Assets; (iii) Executed Buyer’s Officer’s Certificate pursuant to Section 6.1 of this Agreement; and (iv) Such other documents, instruments or assignments as shall be reasonably requested by Seller and their counsel or required to be delivered by Buyer pursuant to this Agreement or in any other instrument or document delivered by any of the parties hereto pursuant to this Agreement. (v) An executed Pleat Supply Agreement as set forth in Section 5.14(i) of this Agreement; (vi) An executed Fiberglass Supply Agreement as set forth in Section 5.14(ii) of this Agreement; (vii) An executed Lease as set forth in Section 5.14(iii) of this Agreement; (viii) An executed Consignment Agreement as set forth in Section 5.14(iv) of this Agreement; (ix) An executed TSA as set forth in Section 5.14(v) this Agreement; (x) All of the documents and showings required to be delivered by (A) Seller at the Closing pursuant to Section 2.3 hereof, and (B) as contemplated in Article 5 hereof. (xi) Such other documents, instruments or assignments as shall be reasonably requested by Buyer and its counsel or required to be delivered by Seller pursuant to this Agreement or in any other instrument or document delivered by any of the parties hereto pursuant to this Agreement.
Sample 1

Related to Delivery by Buyer at Closing

  • Delivery by Buyer At the Closing, Buyer shall deliver to Seller a certificate representing the EYEQ Shares.

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • Delivery by Seller At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Deliveries by Purchaser At each Closing, Purchaser shall deliver to Stayton with respect to the Initial Closing Properties, or each Deferred Property being conveyed, as applicable, the following: (a) the Cash Consideration Amount payable to Stayton at the applicable Closing in accordance with Section 2.5(c), and, if applicable in connection with the Initial Closing, the instruments contemplated by Section 2.6(b) evidencing the Rollover Equity; (b) a fully executed assignment and assumption agreement described in Section 8.3(c) above; (c) in connection with the Closing of the Initial Closing Properties only, with respect to Properties in which Purchaser has NOT received all Licensing Approvals on or prior to the Initial Closing Date, a signed Interim Operating Agreement, with all exhibits and schedules attached thereto; (d) a fully executed assignment and assumption agreement described in Section 8.3(f) above; (e) if applicable, duly completed and executed real estate transfer tax filings for the applicable Properties consistent with Section 14.13(c); (f) a closing statement, prepared and approved by Stayton and Purchaser, consistent with the terms of this Agreement and duly executed by Purchaser; (g) such other assignments, instruments of transfer, and other documents as Stayton may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Purchaser with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Purchaser; (h) a duly executed and sworn Secretary's Certificate from Purchaser certifying that Purchaser has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and (i) an executed and acknowledged incumbency certificate from Purchaser certifying the authority of the officers of Purchaser to execute this Agreement and the other documents delivered by Purchaser to Stayton at the Closing.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Closing Deliveries by Purchaser At the Closing on the Closing Date the Purchaser shall deliver to the Seller. (a) The Closing Payment to be delivered by the Purchaser pursuant to Section 3.03(a) of this Agreement; (b) The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) A Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the liabilities set forth in Section 3.06(a) of this Agreement, in the form attached hereto as Exhibit G; and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

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