Delivery of Documents at Closing. At the time of Closing, Seller shall deliver to Purchaser originals or copies of any additional documents, instruments or records in the possession of Seller or its agents which are necessary for the ownership and operation of the Property.
Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following:
(i) a xxxx of sale and assignment and assumption in the form set forth on Exhibit B (the “Xxxx of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer;
(ii) the Escrow Agreement, duly executed by Seller;
(iii) the Security Agreement, duly executed by Seller;
(iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises;
(v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities;
(vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4;
(vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller;
(viii) IRS Forms W-9 completed and duly executed by Seller and each Member;
(ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a);
(x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement;
(xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwi...
Delivery of Documents at Closing. At the Closing:
(a) the Seller will deliver to the Purchaser:
(i) a bxxx of sale, in a form agreed to by the Parties, executed by the Seller;
(ii) an assignment and assumption agreement, in a form agreed to by the Parties (the “Assignment and Assumption Agreement”), executed by the Seller;
(iii) a non-compete agreement, in a form agreed to by the Parties (the “Non-Compete Agreement”), executed by Txxx Xxxxxx (“Lxxxxx”);
(iv) a lock-up/leak-out agreement, in a form agreed to by the Parties (a “Lock-up/Leak-Out Agreement”), executed by HWL, Family Dog, and each equity owner of Family Dog who will receive 12,000 or more Rick’s Shares (each, a “Shareholder”);
(v) either:
(1) an executed assignment of the Existing Lease (defined in Section 5.16) consistent with Section 9.16, with the consent of the owner and lessor of the Premises, in a form agreed to by the Parties; or
(2) in the event of a New Lease (defined in Section 9.16), an agreement terminating the Existing Lease, in a form agreed to by the Parties, executed by the Seller and owner and lessor of the Premises;
(vi) a security agreement, in a form agreed to by the Parties (the “Security Agreement”), executed by HWL and Family Dog; and
(vii) the various certificates, instruments, and documents (and will take the required actions) referred to in Article IX; and
(b) the Purchaser will deliver to the Seller:
(i) the Assignment and Assumption Agreement executed by Purchaser;
(ii) the Non-Compete Agreement executed by Rick’s;
(iii) the Lock-up/Leak-Out Agreement executed by Rick’s;
(iv) the Purchase Price in accordance with Article III, including the Club Notes and issuance and delivery of the Rick’s Shares;
(v) the executed Guaranty Agreement of Rick’s of the Club Notes (the “Rick’s Guaranty”);
(vi) the Security Agreement executed by the Purchaser; and
(vii) the various certificates, instruments, and documents (and will take the required actions) referred to in Article VIII.
Delivery of Documents at Closing. (a) At Closing, Transferor shall:
(i) Execute and deliver to Transferee (or its designee) the Assignment and Assumption of Interest Agreement.
(ii) Execute, acknowledge and deliver a certificate to Transferee confirming the matters set forth in Sections 10.01 (a) and (b) with respect to Transferor, as of the Closing Date, such certificates to be signed by an officer of Transferor.
(iii) Provide to Transferee (A) a copy of the Charter Documents of Transferor certified by a duly authorized officer of Transferor, (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor to consummate the transactions described in this Agreement as Transferee may reasonably require.
(iv) Execute, cause to be acknowledged as appropriate and deliver to Transferee such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement.
(v) Execute, cause to be acknowledged as appropriate and deliver to Transferee a closing statement or memorandum in a form reasonably acceptable to Transferee and Transferee (the “Closing Statement”).
(vi) Execute, cause to be acknowledged and deliver to Transferee a non-foreign status affidavit in the form of Exhibit H, as required by Section 1445 of the Code.
(vii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Transferee, in connection with the transfer of Transferor’s Interests or the indirect interests in the Facility Owners to Transferee (or its designee) as contemplated hereunder.
(viii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest which are not permitted hereunder.
(ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager.
(x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits.
(xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that...
Delivery of Documents at Closing. At the Closing, subject to satisfaction of the conditions set forth in Article VI, the Purchaser shall execute and deliver to the Sellers the documents contemplated to be delivered pursuant to Section 6.2.
Delivery of Documents at Closing. (a) At the closing of Purchaser’s acquisition of Seller’s Interest (the “Closing”), Seller shall:
(i) Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture, and any share certificate(s) representing Seller’s Interest, duly endorsed for transfer or accompanied by one or more stock powers.
(ii) Provide to Purchaser (A) a copy of the Charter Documents of Seller certified by a duly authorized manager or officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require.
(iii) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement).
(iv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”).
(v) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit C, as required by Section 1445 of the Code, if required by the lender in connection with the closing of the Refinancing.
(vi) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with closing of the Refinancing.
(vii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interest to Purchaser (or its designee) as contemplated hereunder.
(b) At the Closing, Purchaser shall:
(i) Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder.
(ii) Execute and deliver to Seller the Assignment and Assumption of Interest Agreement.
(iii) Cause each lender under any Company Financing to deliver a releas...
Delivery of Documents at Closing. At the Closing, subject to satisfaction of the conditions set forth in Article VII, BHI shall execute and deliver to the Company the documents contemplated to be delivered by BHI pursuant to Section 7.2.
Delivery of Documents at Closing. Delivery of the following documents, duly executed by authorized officers of Buyer:
(i) The Assignment and Assumption Agreements;
(ii) The Primary Escrow Agreement and the Xxxxxx Escrow Agreement in substantially the forms attached hereto as Exhibit 4.10(a) and Exhibit 4.10(b), respectively.
Delivery of Documents at Closing. At the Closing, Seller and/or Buyer, as applicable, shall deliver the following, which, if a document, shall be duly executed and in recordable form, if intended to be recorded:
Delivery of Documents at Closing. At the Closing: (a) the Company and VCGH shall deliver to Purchaser all instruments of assignment and bills of sale necessary to transfer to Purchaser good and marketable title to the Purchased Assets free and clear of all liens, charges or encumbrances, including without limitation delivery of proper documents for recordation of conveyance of good and marketable title to the Building and Fixtures free and clear of all encumbrances, against delivery by Purchaser to the Company and/or VCGH of payment in an amount equal to the Purchase Price of the Purchased Assets being purchased by Purchaser, in the manner set forth herein, including without limitation delivery of certificates evidencing the VCGH Shares, free and clear of any liens, claims, equities, charges, options, rights of first refusal or encumbrances, duly endorsed to the Company and/or VCGH or accompanied by duly executed stock powers or written instruction to DTC to transfer the VCGH Shares in accordance with instructions by the Company and/or VCGH; (b) the Company and VCGH and Purchaser shall deliver the various certificates, instruments and documents (and shall take the required actions) referred to in Articles VII and VIII below; and (c) the Related Transactions (as defined below) shall be consummated concurrently with the Closing.
