Documents To Be Delivered By Purchaser At Closing. At the Closing, Purchaser shall deliver or cause to be delivered to Seller directly, or if either party elects through the Escrow, the following, each of which shall be in form reasonably satisfactory to Seller and (if applicable) the Title Insurer:
(a) the Purchase Price, plus or minus adjustments, credits and prorations as provided for herein;
(b) evidence of authorization of Purchaser as to the execution of this Agreement and the purchase of the Property from Seller and the performance of the other acts required hereunder and the transactions contemplated hereby;
(c) all other documents required pursuant to other provisions of this Agreement or the Escrow Agreement to be executed and delivered by Purchaser; and
(d) such other instruments and documents as may be reasonably required in order to carry out the purpose of this Agreement, including, but not limited to, an ALTA Statement.
Documents To Be Delivered By Purchaser At Closing. At the Closing, Purchaser shall deliver or cause to be delivered to Seller directly, or if either party elects through the Closing Escrow, the following, each of which shall be in form reasonably satisfactory to Seller and (if applicable) the Title Insurer:
(a) the Purchase Price, plus or minus adjustments, credits and prorations as provided for herein;
(b) all other documents required to be executed and/or delivered by Purchaser pursuant to other provisions of this Agreement or the Escrow Agreement.
Documents To Be Delivered By Purchaser At Closing. At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to Seller:
(a) The cash portion of the Purchase Price payable at the Closing pursuant to Section 2(c), subject to apportionments, credits and adjustments as provided in this Agreement.
(b) If Purchaser is a corporation, (i) copies of the certificate of incorporation and by-laws of Purchaser and of the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (ii) a good standing certificate issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (iii) a good standing certificate issued by the State of Florida, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein.
(c) If Purchaser is a partnership, copies of Purchaser's partnership certificate (if applicable), and pertinent portions of its partnership agreement (as determined by Seller's counsel and Purchaser's counsel in their reasonable discretion), copies of partnership resolutions and/or consents of the partners authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all certified as true and correct by a general partner of Purchaser.
(d) If Purchaser is a limited liability company, copies of (i) Purchaser's articles of organization/ certificate of formation and operating agreement/limited liability company agreement; (ii) resolutions of Purchaser's governing member(s)/manager(s) authorizing all the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the appropriate member/manager of Purchaser; (iii) good standing certificates issued by the state of incorporation or organization of Purchaser and the State of Florida, dated within thirty (30) days of the Closing Date; and (iv) if appropriate, an incumbency certificate executed by the appropriate member/manager of Purchaser with respect to those parties executing any documents or instruments in connection with the transactions conte...
Documents To Be Delivered By Purchaser At Closing. At the Closing Purchaser shall deliver through the Escrow, the following, each of which shall be in form reasonably satisfactory to Seller and (if applicable) the Title Insurer:
(a) The Purchase Price, plus or minus adjustments, credits and prorations provided for herein;
(b) Evidence of the limited liability company authority of Purchaser to execute this Agreement and purchase the Property from Seller and perform the other acts required hereunder;
(c) All other documents required pursuant to other provisions of this Agreement to be executed and delivered by Purchaser; and
(d) Such other instruments and documents as may be reasonably required in order to carry out the purpose of this Agreement.
Documents To Be Delivered By Purchaser At Closing. At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to Seller:
(a) The cash portion of the Purchase Price payable at the Closing pursuant to Section 2(a)(ii), subject to apportionments, credits and adjustments as provided in this Agreement;
(b) the Deed of Sale;
(c) the License Assignment;
(d) the Bxxx of Sale;
(e) the Deed of Lease;
(f) (i) copies of the organizational documents of Purchaser and of the resolutions of the board of directors or other governing body Purchaser authorizing the execution, delivery and performance of this Agreement, the Deed of Sale, the Deed of Lease and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; and (ii) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein; and
(g) All other documents Purchaser is required to deliver pursuant to the provisions of this Agreement;
Documents To Be Delivered By Purchaser At Closing. At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to Seller:
(a) The cash portion of the Purchase Price, subject to apportionments, credits and adjustments as provided in this Agreement.
(b) The A & A Agreements.
(c) All other documents which Purchaser is required to deliver pursuant to the provisions of this Agreement or which are necessary to carry out the intent and purpose of this Agreement.
(d) All corporate authority and good standing documents and other reasonable documentation required by the Escrow Agent.
(e) Affidavit reaffirming that all representations and warranties made by Purchaser under this Agreement are true and correct as of the date of Closing, pursuant to the terms hereof.
Documents To Be Delivered By Purchaser At Closing. At the Closing, Purchaser shall deliver the following to Seller, properly executed by Xxxxxxxxx, as applicable:
(a) the Purchase Price less the Deposit and any applicable adjustments;
(b) all other instruments and documents to which Seller may be entitled under any provision of this Agreement;
(c) a certification of the Purchaser certifying that all representations and warranties made by the Purchaser in this Agreement are true and correct as of the Closing, and that all of the Purchaser's covenants contained in this Agreement have been complied with;
(d) an easement agreement in favor of the Holy Advent Episcopal Church located at 00 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx (the “Church”) for the Church’s use and access to the parking lot upon such term and conditions that are reasonably acceptable to the Church and the Purchaser;
(e) the Settlement Statement signed by Purchaser;
(f) a certified copy of the resolution of Purchaser evidencing authorization and approval of this Agreement and the transactions contemplated herein and such evidence of Purchaser's power and authority as Seller may reasonably require;
(g) the Seller’s Lease;
(h) the Improvement Agreement; and
(i) Such other and further documents customary for commercial real estate closings as may be reasonably requested by Seller to effect the transactions contemplated by this Agreement.
Documents To Be Delivered By Purchaser At Closing. At Closing, Purchaser shall deliver or cause to be delivered to the Title Insurer each of the following instruments, documents and amounts:
Documents To Be Delivered By Purchaser At Closing. 12.1 At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to Sellers:
(a) The cash portion of the Purchase Price payable at the Closing pursuant to Section 2(c), subject to apportionments, credits and adjustments as provided in this Agreement.
(b) The Note and Mortgage and all other documents required by Section 12 and/or by the terms of the Mortgage or the Loan Agreement.
Documents To Be Delivered By Purchaser At Closing. The following documents, in form reasonably acceptable to the parties, shall be delivered and the following actions shall be taken by Purchaser at Closing:
a. Transfer to the Escrow Agent (as defined in Section 61) under the Escrow Agreement (as defined in Section 61), by wire transfer of immediately available funds, an amount equal $1,950,000.00, which shall be disbursed in accordance with the terms of the Escrow Agreement. It is anticipated that the Escrow Agreement will provide that such $1,950,000 amount is disbursed on the date of Closing by the Escrow Agent by wire transfer of immediately available funds as follows: (i) to the recipients of the Seller Transaction Expenses as set forth in Exhibit B to be delivered by the Selling Shareholders prior to the Closing, to the applicable parties to whom such Seller Transactions Expenses are owed, (ii) if the PPP Loan is not forgiven by the Small Business Administration (“SBA”) prior to the Closing which such forgiveness is confirmed by the PPP Lender, the PPP Escrow Amount (as defined in Section 61) to the PPP Escrow Agent (as defined in Section 61), and (iii) the balance of such $1,950,000 amount to the Selling Shareholders (less an amount of $100,000 which the Selling Shareholders have agreed among themselves to be held in escrow for up to one year after the date of Closing).
b. The Escrow Agreement, duly executed by Xxxxxxxxx.
c. The Employment Agreements, duly executed by Purchaser.
d. The PPP Escrow Agreement, duly executed by Xxxxxxxxx, if the PPP Loan is not forgiven by the SBA prior to the Closing which such forgiveness is confirmed by the PPP Lender.
e. Evidence of Purchaser’s establishment of a new bank account in the name of the Corporation (the “New Corporation Bank Account”) to receive the disbursement of the Restricted Cash Amounts from the Escrow Agreement as generally described in Section 35.6(d) below.1
f. Such other documents as may be reasonably requested by Xxxxxxx.
