Escrow Deliveries Sample Clauses

Escrow Deliveries. On or before March 15, 2013, Campus Crest shall deposit cash in the amount of $47,500,000 (the "Escrowed Funds") with Escrow Agent. The Escrowed Funds will be held in escrow and disbursed in accordance with the terms of this Agreement. On or before March 15, 2013, Sellers shall deliver to Escrow Agent the original assignment instruments executed by Sellers with regard to the Non-Pennsylvania Companies and Pennsylvania companies described on Exhibits B-1 and B-2, respectively, to the Purchase Agreement, abbreviated names of which entities are described on the Payout Schedule, which assignment instruments will be in the form attached hereto as Exhibit B and will effect the transfer of the Membership Interests. On or before March 15, 2013, Campus Crest shall cause to be delivered to Escrow Agent counterpart signature pages to the assignment instruments described in the preceding sentence, as executed by the applicable assignee thereunder. The documents described herein (collectively referred to in this Agreement as the "Escrowed Documents") will be held in escrow and released in accordance with the terms of this Agreement.
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Escrow Deliveries. All deliveries required to be made by the Corporation and the Securityholders upon execution of the Escrow Agreement shall have been made.
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Escrow Deliveries. Within five days of execution hereof, Seller shall deliver the following documents to the Escrow Agent which shall be released upon payment by Purchaser of all amounts of principal and interest due hereunder: (i) certificates representing the Shares issued in the name of Purchaser’s designee; and (ii) assignment of the Xxxxxxxx Note in favor of Purchaser.
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Escrow Deliveries. Upon execution of this plan of exchange, the parties agree to enter into an escrow agreement whereby certain payments of $430,000 shall be held in the account of Greentree Financial Group, Inc. (USA) pending performance of the terms and conditions herein. All deposits held in the escrow account of Greentree Financial Group, Inc. pending Closing shall be delivered at Closing and paid in accordance with the terms of that certain escrow agreement as a strict condition precedent to Closing.
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Escrow Deliveries. I. On the Escrow Delivery Date, Seller shall execute and deliver the following documents into escrow with the Title Company: a. Special warranty deeds (the "Deeds") conveying title to the Properties, which title is free and clear of all liens, claims and encumbrances, other than Permitted Encumbrances, and otherwise in a condition to enable the Title Company to issue owner's title insurance policies with extended coverage, subject only to the Permitted Encumbrances and in the form described in Section 6(A)1 hereof. For purposes of this Agreement, "Permitted Encumbrances" shall be all liens, claims, encumbrances, easements or other restrictions on title disclosed in the Commitments (as hereinafter defined) and not objected to by Buyer or which have otherwise been accepted by Buyer. Seller shall be responsible for the cost of the Commitments and Title Policies (as hereinafter defined) for the Properties, including survey endorsements.
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Escrow Deliveries. Assignee agrees to transmit the Purchase Price via wire transfer of immediately available funds as per the below wire instructions within one (1) business day of the date of this Assignment, to be held in trust by Bullivant Xxxxxx Xxxxxx, PC ("Exchange Agent") pending receipt of the original Warrants. Upon receipt of the Purchase Price and the Warrants, the Exchange Agent shall wire the exercise price of the Option attributable to the 3,000,000 Warrant shares being purchased, or $75,500, to Crestview, and will wire the balance of the Purchase Price to Golden Phoenix. Promptly upon receipt by the Escrow Agent of the Purchase Price and original Warrants, Golden Phoenix shall deliver a new warrant reflecting the Assignee's exercise of the Option to purchase 3,000,000 Warrant shares of common stock in Golden Phoenix at a purchase price of $0.03 per share and otherwise on the same terms and conditions as the Warrants held by Crestview. Wire Instructions: Bank: Bank of the West 0000 Xx Xxxxxx Xxx. Xxxxxxxxxx, XX 00000 Phone: 000-000-0000 Account Name: Bullivant Xxxxxx Xxxxxx Trust Account Account No.: 014526947 ABA No.: 000000000 Swift Code: XXXXXX00
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Escrow Deliveries. The Buyer shall deliver the Series B Preferred Shares to be exchanged pursuant to this Agreement to the escrow agent (the "Escrow Agent") identified in the Joint Escrow Instructions attached hereto as ANNEX II (the "Joint Escrow Instructions") within two business days after the execution and delivery of this Agreement by the parties hereto. Such delivery of certificates shall be made against delivery by the Company of the certificates for the Series B-1 Preferred Shares to be issued in accordance with this Agreement registered in the name of the Buyer. Promptly following delivery by the Buyer to the Escrow Agent of the Series B Preferred Shares to be exchanged pursuant to this Agreement, but in no event later than the Closing Date, the Company shall deliver (x) certificates for the Series B-1 Preferred Shares to be issued in accordance with this Agreement, registered in the name of the Buyer, and (y) an amount equal to the sum of the Cash Payment plus the expenses of the Buyer payable pursuant to Section 4(e) in immediately available funds to the Escrow Agent. By signing this Agreement, the Buyer and the Company each agrees to all of the terms and conditions of, and becomes a party to, the Joint Escrow Instructions, all of the provisions of which are incorporated herein by this reference as if set forth in full.
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Escrow Deliveries. Provided that Escrow Holder has not received written notice in a timely manner from District or Seller of the failure of any condition to the Closing or of the termination of the Escrow, and when District and Seller have deposited into the Escrow the items required by this Agreement and Title Company issues the Title Policy concurrently with the Closing, Escrow Holder shall:
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Escrow Deliveries 
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Related to Escrow Deliveries

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

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

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • 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.

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Seller’s Deliveries At Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to collectively herein as the “Seller’s Closing Items”): (a) a limited warranty deed conveying to Purchaser good and insurable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions, and easements, except for the Permitted Title Exceptions (the “Deed”); (b) a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above; (c) the Project Agreements; (d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception; (e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby; (f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1954, as amended; (g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the representations and warranties in Article 4 above are true and correct in all material respects as of the date of Closing; (h) a closing statement, itemizing and approving all receipts and disbursements made in connection with Closing; (i) a general assignment conveying to Purchaser, without representation or warranty and to the extent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and (j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the Title Company for the removal of any and all “standard exceptions” on Purchaser’s Title Policy. All of the Seller’s Closing Items shall be in a commercially reasonable form customarily utilized in the jurisdiction where the Property is located in transactions similar to the one contemplated hereby.

  • Purchaser Deliveries At the Closing, Purchaser shall deliver to Seller: (a) The Assignment and Assumption Agreement; (b) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the XXX and Xxxxx Accounts included in the Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto, as contemplated by Section 2.4; (c) The Branch Lease Assignments and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Branch Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (d) The Tenant Assignments and such other instruments and documents as any subtenant under a Tenant Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Tenant Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (e) The Equipment Lease Assignments and such other instruments and documents as any lessor under an Equipment Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of an Equipment Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (f) The Assumed Contract Assignments and such other instruments and documents as any party under an Assumed Contract may reasonably require as necessary or desirable for providing for the assumption by Purchaser of an Assumed Contract, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (g) The Loan Documents Assignment and such other instruments and documents as Seller may reasonably require as necessary or desirable for providing for the assumption by Purchaser of the Loan Documents, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; and (h) The certificate required to be delivered by Purchaser pursuant to Section 9.2(e).

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (i) Payment of the Purchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (vi) Such other documents from Purchaser as may reasonably be required in order to effectuate the transactions contemplated (i) hereby and (ii) by the Purchaser's Ancillary Documents.

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

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