Obligations at Closing. (a) At Closing, Seller shall deliver to Buyer the following:
(1) The deeds and all other instruments of conveyance as may be necessary to sell, transfer and convey all right, title and interest in and to the Premises to Buyer;
(2) A bxxx of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer;
(3) Subject to Section 19, a lease assignment and assumption agreement in substantially the form of Exhibit B attached hereto, with respect to the Branch Lease (the “Lease Assignment”);
(4) The Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements;
(5) Written confirmation that the Waiver, Acquiescence and Consent Agreement has been received and remains in full force and effect;
(6) Possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Loan as provided for in Section 6(c);
(7) Certified copies of resolutions of (i) Seller’s board of directors and its sole stockholder, Seller Parent, authorizing the execution and delivery of this Agreement and the transactions set forth in this Agreement and (ii) Seller Parent’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement;
(8) Copies of the Records;
(9) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit C attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”);
(10) A bring-down of the Schedules of Assets and Liabilities and the Seller Disclosure Schedule;
(11) Seller’s resignation as trustee or custodian, as applicable, with respect to each IXX and/or Kxxxx Accounts, which is part of the Deposit Liabilities and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Sections 2(c);
(12) The certificate of Seller’s President required by Section 8(g);
(13) The Draft Closing Statement (which shall have been furnished to Buyer no later than the fifth Business Day prior to the Closing Date);
(14) Original or copy ...
Obligations at Closing. At Closing, the following shall occur:
a. Seller shall deliver to Buyer, or its assigns, the following executed documents:
(i) A good and sufficient Warranty Deed(s) for the Property;
(ii) Certificate(s) of Real Estate Value;
(iii) Such other documents as deemed necessary by Buyer or its counsel to transfer the Property to Buyer or as may be required pursuant to this Agreement.
b. Buyer shall deliver to Seller:
(i) The Purchase Price as described in paragraph 2 above; and
c. In addition to the items set forth above, Buyer and Seller shall cause the following deliveries to be made at Closing:
(i) Any applicable Closing fees shall be paid equally by Seller and Buyer;
(ii) Settlement statements showing the Purchase Price, and any adjustments thereto, if applicable; and
(iii) Any other documents as required effectuating the transfer of the Property, including any other documents required by the Title Company or closing agent.
Obligations at Closing. At the Closing each party shall execute and deliver to the other the applicable Transaction Documents and take such other actions as are required pursuant to the provisions of this Contract. Each party shall also execute and deliver at the Closing such other documents and instruments as are normal, usual and customary for like or similar transactions.
Obligations at Closing. (a) At the Closing, the Company will deliver to the Lender:
(i) the Warrant;
(ii) certified resolutions of the Board of Directors of the Company approving the Credit Agreement and the Agreements as well as an Incumbency Certificate as title incumbency of the officer of Borrower executing this Credit Agreement and the Agreements;
(iii) certificates as to the good standing of the Company from the appropriate officials of the jurisdictions in which it is incorporated or qualified and authorized to do business as a foreign corporation as of dates reasonably near the Closing Date; and
(iv) all other documents required to be delivered by the Company to the Lender under the provisions of this Agreement.
(b) At the Closing, the Lender will deliver to the Company:
(i) checks required by Section 2(b) hereof;
(ii) a copy of the resolutions of the Lender's Board of Directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereunder. 3 (iii) all other documents required to be delivered by the Lender to the Company under the provisions of this Agreement.
(c) At any time after the Closing, at the Lender's request and in consideration of the agreements herein, the Company will execute and deliver such other instruments of sale and take such actions as the Lender may reasonably deem necessary or desirable in order to carry out the intent of this Credit Agreement.
Obligations at Closing. ======================
Obligations at Closing. At the Closing:
(a) The Purchaser shall: (i) pay the Purchase Price by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company and (ii) deliver to the Company such other documents relating to the transaction as the Company or its counsel may reasonably request (the “Transaction Documents”).
(b) The Company shall: (i) execute and deliver the Transaction Documents to the Purchaser (ii) file or cause to be filed the Certificate of Designation with the Secretary of the State of Nevada and (iii) deliver to the Purchaser stock certificates (in the denominations as the Purchaser shall request) representing the Preferred Shares duly executed on behalf of the Company and registered on the books of the Company in the name of the Purchaser.
Obligations at Closing. Subject to the satisfaction, or waiver by the respective Party, of the Conditions Precedent, at Closing:
(a) Purchaser shall deliver to Sellers evidence of the fulfillment of the Closing Condition pursuant to Section 4.1.
(b) Sellers shall deliver to Purchaser all required consents regarding the transfer of the Shares, of the Partnership Interest, and of the WH GmbH Shares, as well as respective waivers of Sellers’ pre-emption rights, rights of first refusal, comparable contractual rights and all other rights of Sellers against any Target Group Company, substantially in the form as attached hereto as Schedule 5.2(b).
(c) Sellers (or Sellers’ Affiliate) and Parent Guarantor shall enter into the Operating Agreement.
Obligations at Closing. The date of Closing, at or before which the transfer of the Seventeen Customers, 8 CBT Units, One-Half GLIC Share, and 4.4 Acre Dry-Up Interest shall occur, shall be ninety (90) days after mutual execution of this Agreement, or such other date and time as agreed upon by the Parties. At or before Closing:
x. Xxxxx shall have connected the Seventeen Customers to its potable water distribution system, and Greeley shall have disconnected the same and abandoned those portions of its potable water distribution system specific to the delivery of potable water to the Seventeen Customers.
x. Xxxxxxx shall deliver, cause to be delivered, or cooperate in the delivery to Evans the following documents, in a form acceptable to both Parties, duly executed and acknowledged where appropriate:
i. Special Warranty Deed conveying title to the One-Half GLIC Share to Evans;
ii. Stock Assignment Letter for the One-Half GLIC Share, Greeley shall also undertake any act required by GLIC, including surrendering the original stock Certificate No. 3124 to GLIC, to effectuate the transfer;
iii. Order from the Northern Colorado Water Conservancy District transferring the allotment contract interest in 8 CBT Units to Evans;
iv. Assignment of the 4.4 Acre Dry-Up Interest to Evans;
v. Any other documents contemplated under Section 7 of this Agreement; and
x. Xxxxx shall deliver, cause to be delivered, or cooperate in the delivery to Greeley the following documents, in a form acceptable to both Parties, duly executed and acknowledged where appropriate:
i. Acknowledgement of Transfer of Customers for the Seventeen Customers;
ii. Order from the Northern Colorado Water Conservancy District decreasing an allotment contract held by Greeley by 8 CBT Units, or a reissuance of an allotment contract held by Greeley accomplishing the same; and
iii. Any other documents contemplated under Section 7 of this Agreement.
Obligations at Closing. (a) The Seller shall execute a quitclaim deed conveying the Property to the Purchaser and shall deliver to the escrow agent the Purchaser’s deposit.
(b) The Purchaser shall deliver to the escrow agent the sum described in paragraph 2 above, less deposit, plus all closing costs and the sum of $3,500 as reimbursement for appraisal.
(c) All other conditions precedent to closing shall have been performed.
Obligations at Closing. At Closing, the following shall occur:
(a) Seller shall deliver to Buyer (i) a good and sufficient warranty deed for the Property; and (ii) such other documents as deemed necessary by Buyer, Title Company, or closing agent to transfer the Property to Buyer or as may be required pursuant to this Agreement.
(b) Buyer shall deliver to Seller the Purchase Price;
(c) In addition to the items set forth above, Buyer and Seller shall cause the following deliveries to be made; (i) Seller’s payment of the transfer tax and Buyer’s payment of recording fee to the Lincoln County Register of Deeds; (ii) any Closing fees or other regular and usual fees not expressly addressed herein shall be paid by the Buyer; (iii) settlement statements showing the Purchase Price, and any adjustments thereto; and (iv) any other documents as required effectuating the transfer of the Property, including any other documents required by the Title Company or closing agent; and
(d) If any of the above-specified conditions remain unsatisfied at the Closing of this Agreement, or any representation, warranty, or covenant of either party has been breached, then Buyer or Seller may, at its election: (i) waive such unsatisfied conditions and proceed to Closing; (ii) extend the Closing to such date, mutually agreed upon by Buyer and Seller, upon which all conditions precedent, representations, and warranties shall have been satisfied; or (iii) upon written notice to the other party, terminate this Agreement and in such event the parties hereto shall have no further rights, duties or obligations under this Agreement. The parties hereto agree to use their commercially reasonable best efforts and agree to mutually cooperate to satisfy all of the conditions precedent contained herein.
