Common use of Purchaser Closing Deliveries Clause in Contracts

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 part of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name Resolution.

Purchaser Closing Deliveries. At the Initial Closing and subject theretoClosing, Purchaser shall deliver (deliver, or cause to be delivered) , to Seller the following to the Sellerfollowing: (ia) stock certificate(s) representing 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 duly executed by SellerDDHC; (iib) documentary evidence showing that payment of the Tranche 1 Purchase Price has been duly transmitted in the account(s) designated by the SellerCash Consideration; (iiic) copies of resolutions duly adopted the Xxxxxxx Agreement as executed 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 ProposalsPurchaser; (ivd) documents evidencing the assumption of the Assumed Liabilities, including an assignment and assumption agreement substantially in the form of Exhibit C attached hereto, executed by Purchaser; (e) a certificate, dated as of the Initial Closing Date, signed by Purchaser and DDHC (i) attaching copies of the Secretary certificate of Purchaserincorporation and bylaws, enclosing and any amendments thereto, of DDHC, (ii) certifying that attached thereto are true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date action by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of written consent or resolutions duly adopted by Purchaser and DDHC which authorize and approve the Board execution, delivery and performance of Directors this Agreement and the consummation of Purchaser authorizing this Agreement, the Additional Agreements to which the Purchaser is a party and the transactions contemplated hereby; , (iii) certifying the good standing of Purchaser and DDHC in there respective jurisdictions of incorporation and in each other jurisdiction in which either of them is qualified to do business, as of a date not more than 15 days prior to the Closing, and that that there are no proceedings for the dissolution or liquidation of Purchaser or DDHC, and (iv) a certificate of good standing certifying the incumbency, signature and authority of the Purchaserofficers of Purchaser and DDHC respectively authorized to execute, certified deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by Purchaser and/or DDHC, as of a recent date by the Secretary of State of the State of Delaware;case may be; and (vf) a certificateall other documents required to be entered into or delivered by Purchaser or DDHC at or prior to the Closing pursuant hereto, and other documents reasonably requested by and in form and substance reasonably satisfactory to Seller, 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 part of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name Resolution.

Purchaser Closing Deliveries. At or prior to the Initial Closing and subject thereto, Closing: (a) Purchaser shall deliver (or cause to be delivered) the following to the Seller: (i) Seller the Closing Purchase Price payable for the Initial Company Shares (i.e., the Tranche 1 Purchase Price) via by 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) account or accounts designated by the Seller; (iiib) copies Purchaser shall discharge any Indebtedness included among the Closing Date Debt to the extent taken into account in the calculation of resolutions duly adopted by Closing Purchase Price (if any) to the Board of Directors of Purchaser adopting, authorizing, and approving this Agreement, the Additional Agreements applicable lenders pursuant to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser ProposalsSection 2.5; (ivc) Purchaser shall deliver to the Seller copies of each Transaction Document duly executed by Purchaser; (d) Purchaser shall deliver to the Seller 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 Secretary, Assistant Secretary or any other executive officer of Purchaser certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of the Purchaser’s organizational documents, and all amendments thereto; and (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by Purchaser pursuant hereto; (viiie) a certificate, dated as Purchaser shall pay 50% of the Initial Closing Date, signed by premium for an officer owner’s policy of title insurance with respect to the Owned Real Property and 100% of the Company enclosing a copy extended portion of the title insurance premium endorsements (aif any); (f) forms filed Purchaser shall pay to the Title Company the Title Company’s fees resulting from the transactions contemplated by each entity forming part of this Agreement; (g) Purchaser shall deliver such closing statements, affidavits and other documents reasonably necessary or required by the Title Company Group with from Purchaser to evidence or consummate the jurisdictional Registrar of Companies for effecting transactions contemplated by this Agreement; and (h) Purchaser shall deliver to the Change of Name ResolutionSeller such other documents as are required to be delivered by the Purchaser to Seller pursuant to this Agreement.

Purchaser Closing Deliveries. At No later than one (1) Business Day prior to the Initial Closing and subject theretoDate (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.5), Purchaser shall deliver to the Escrow Agent (or cause for disbursement to be deliveredthe applicable Seller upon the Closing) the following items with respect to the Sellereach Property being conveyed at such Closing: (ia) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the Purchase Price payable for applicable Property prior to Closing, in the Initial Company Shares (i.e.customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the Tranche 1 Purchase Price) via wire transfer of immediately available funds standard exceptions to the account(stitle 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) of Seller designated by Sellerto 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; (iib) documentary evidence showing that Any declaration or other statement which may be required to be submitted to the Tranche 1 Purchase Price has been duly transmitted in local assessor with respect to the account(s) designated by terms of the Sellersale of such Property; (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 A closing statement executed by Pxxxxxxxx; (vii) the Change of Name Certificate, duly executed by the Purchaser; (viiid) a certificate, dated as A counterpart of the Initial Closing DateGeneral Assignment, signed countersigned by an officer Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Company enclosing a copy 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; and (ag) forms filed by each entity forming part Resolutions, certificates of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name Resolutiongood 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.

Purchaser Closing Deliveries. At the Initial Closing and subject thereto, Closing: (a) each Purchaser shall deliver (have delivered, or cause caused to be delivered, to the applicable Seller, an amount equal to the product of (i) such Purchaser’s Purchase Price Allocation Percentage, multiplied by (ii) the following Closing Payment, in each case paid and delivered in accordance with Section 3.4; (b) the Purchaser Parent shall have delivered, or caused to be delivered, to the Seller:Seller Parent, a certificate of an authorized officer of the Purchaser Parent as to compliance with the conditions set forth in Section 8.2(c) and (d); (c) the Purchaser Parent shall have delivered, or caused to be delivered, to the Seller Parent, a certificate by the Secretary or any Assistant Secretary of the Purchaser Parent, dated the Closing Date, as to (i) the Purchase Price payable for the Initial Company Shares (i.e., the Tranche 1 Purchase Price) via wire transfer good standing 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 Parent and each Purchaser in its jurisdiction of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct incorporation 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 effectiveness of the resolutions duly adopted of the board of directors of the Purchaser Parent and each applicable Purchaser authorizing the execution, delivery and performance hereof by the Board of Directors of Purchaser authorizing this AgreementParent or such Purchaser, the Additional Agreements to which the Purchaser is a party as applicable, passed in connection herewith 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; (vd) each Purchaser shall have delivered a certificate, dated as counterpart of the Initial Closing DateAssumption Agreement, signed substantially in the form attached hereto as Exhibit 9.2(c), executed by an officer such Purchaser; and (e) each of the Purchaser certifying that (a) Parent and each Purchaser shall have delivered, or caused to be delivered, to the Purchaser has duly performed Seller Parent or complied with, in all material respectsthe applicable Seller, all of its obligations hereunder other documents required to be performed entered into or complied with delivered by the Purchaser Parent or such Purchaser, as applicable, at or 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 part of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name Resolutionpursuant hereto.