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(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) a deed of easement in the form of Exhibit “E” annexed hereto and made a part hereof (the “Deed of Easement”), whereby Purchaser constitutes a personal easement in favor of Seller over a portion of the Land adjoining the Pxxxx de Lxxx Avenue and on which an “almendro” tree is planted, restricting Purchaser or any future owner, mortgagee or occupant of the Premises from removing, cutting or in any way affecting said tree, except to the extent that said tree dies of natural causes;
(g) (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, the Deed of Easement 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
(h) 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 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 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, 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. PRORATIONS AND EXPENSES
Documents To Be Delivered By Purchaser At Closing. At Closing, Purchaser shall deliver to Seller (collectively, “Purchaser’s Closing Documents”):
(a) the Purchase Price as described in Section 4, as adjusted pursuant to Sections 12 and 15, by wire transfer of immediately available funds;
(b) for each Closing Property, two (2) counterpart originals of the Intangible Property Assignment described in Section 9(c) above duly executed by Purchaser;
(c) for each Closing Property, two (2) counterpart originals of the Assignment described in Section 9(d) above duly executed by Purchaser;
(d) a closing statement (to be prepared by Purchaser’s title insurance company) showing the applicable Closing adjustments, duly executed by Purchaser;
(e) a Certificate of Purchaser or Purchaser’s permitted assignee, in the form attached hereto as Exhibit J, confirming the truth, accuracy and completeness of the representations and warranties of Section 26 hereof with respect to Purchaser or such assignee, as applicable, and duly executed by Purchaser or Purchaser’s permitted assignee;
(f) four (4) counterpart originals of the Master Lease Agreement in the form provided in Section 5 above;
(g) three (3) counterpart originals of the SNDA, all duly executed by Purchaser and Purchaser’s lender; and
(h) such documents and other evidence as is reasonably required by Purchaser’s title insurance company to establish that Purchaser is authorized to execute the closing documents and to record the Deeds, including a California Form 590 shall also be provided for each Closing Property located in California and a Georgia Broker’s Lien Affidavit shall be provided for each Closing Property located in Georgia. Seller may waive compliance on Purchaser’s part under any of the foregoing items only by an instrument in writing.
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.
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.
