Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing:
(a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement;
(b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property;
(c) A closing statement executed by Purchaser;
(d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable;
(e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable;
(f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing;
(g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and
(h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.
Purchaser Closing Deliveries. At least one (1) Business Day prior to the scheduled Closing Date (except as set forth below), Purchaser agrees to deliver the following items (fully executed and notarized by Purchaser as appropriate) to the Title Company:
(i) the Purchase Price (in accordance with Section 1.02), subject to the prorations, credits and adjustments contemplated by or specifically provided for in this Agreement, on or before 1:00 p.m., local time on the Closing Date where the Real Property is located;
(ii) a closing settlement statement reflecting the prorations, credits and adjustments contemplated by or specifically provided for in this Agreement; and
(iii) such further funds, documents, instruments and certificates as reasonably may be required by the Title Company or Seller in order to fully and legally close the Transaction.
Purchaser Closing Deliveries. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Stockholders’ Representative the deliverables, agreements and documents required by Section 7.4, each of which shall be in full force and effect.
Purchaser Closing Deliveries. No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.3), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items:
5.3.1 The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract.
5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser's activity on the Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.
5.3.3 Any declaration or other statement which may be required to be submitted to the local assessor.
5.3.4 Purchaser's closing statement.
5.3.5 Two (2) countersigned counterparts of the General Assignment.
5.3.6 Two (2) countersigned counterparts of the Leases Assignment.
5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G.
Purchaser Closing Deliveries. On the Closing, the Purchaser shall deliver, or caused to be delivered, to the Seller Parties the following:
(a) the portion of the Purchase Price to be paid at Closing pursuant to Article III, paid and delivered in accordance with such Article;
(b) the Escrow Agreement executed by Purchaser; and
(c) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto.
Purchaser Closing Deliveries. At the Closing, the Purchaser will deliver to the Company the following:
(i) a certificate of the Managing Member of the Purchaser certifying as to the adoption and effect of resolutions of the Purchaser authorizing the execution, delivery and performance of this Agreement; and
(ii) payment of the purchase price provided by Section 1.2.
Purchaser Closing Deliveries. Except for: (i) the closing statement which shall be delivered on or before the Closing Date, and (ii) the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.3, Purchaser shall deliver to Escrow Agent, each of the following items no later than 1 Business Day prior to the Closing Date:
5.3.1. The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract.
5.3.2. Purchaser’s counterpart signature to the closing statement prepared by Title Insurer.
5.3.3. A countersigned counterpart of the General Assignment.
5.3.4. A countersigned counterpart of the Leases Assignment.
5.3.5. Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Purchaser immediately after Closing.
5.3.6. Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof.
5.3.7. Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction.
5.3.8. An Affidavit of Property Value, signed by Purchaser.
5.3.9. Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by Purchaser or otherwise reasonably necessary in order to consummate the transactions contemplated under this Contract.
Purchaser Closing Deliveries. At or prior to the Closing, Purchasers will deliver to the Company:
(i) against delivery of a certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), by a cashier's or certified check, or by wire transfer of immediately available funds to an account designated by the Company no later than two Business Days prior to the Closing Date, an amount equal to the aggregate Purchase Price of such Purchased Shares;
(ii) a duly executed copy of the Registration Rights Agreement;
(iii) a duly executed copy of the Stockholders' Agreement; and
(iv) an officer's certificate of the Purchasers to the effect that each of the conditions specified in Sections 8(ii) and (iii) has been satisfied;.
Purchaser Closing Deliveries. On the Closing, Purchaser will deliver, or cause to be delivered to Seller the following:
Purchaser Closing Deliveries. At the Initial Closing and subject thereto, Purchaser shall deliver (or cause to be delivered) the following to the Seller:
(i) the Purchase Price payable for the Initial Company Shares (i.e., the Tranche 1 Purchase Price) via wire transfer of immediately available funds to the account(s) of Seller designated by Seller;
(ii) documentary evidence showing that the Tranche 1 Purchase Price has been duly transmitted in the account(s) designated by the Seller;
(iii) copies of resolutions duly adopted by the Board of Directors of Purchaser adopting, authorizing, and approving this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser Proposals;
(iv) a certificate, dated as of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which the Purchaser is a party and the transactions contemplated hereby; (iv) a certificate of good standing of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware;
(v) a certificate, dated as of the Initial Closing Date, signed by an officer of the Purchaser certifying that (a) the Purchaser has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior to the Initial Closing Date, (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncured;
(vi) copies of the Additional Agreements duly executed by Pxxxxxxxx;
(vii) the Change of Name Certificate, duly executed by the Purchaser;
(viii) a certificate, dated as of the Initial Closing Date, signed by an officer of the Company enclosing a copy of the (a) forms filed by each entity forming...
