Purchaser’s Closing Deliveries. Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:
Purchaser’s Closing Deliveries. Purchasers shall have delivered to Sellers (or such other party as appropriate) the following:
(i) the Initial Purchase Price, payable in accordance with Section 3.1;
(ii) a certificate, dated as of the Closing Date, from Purchaser Parent and US Purchaser, duly executed by an officer of Purchaser Parent, certifying that the conditions specified in Sections 7.2(a) and (b) have been satisfied as of the Closing Date;
(iii) the Xxxx of Sale, duly executed by the applicable Purchasers, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Purchaser Parent, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities;
(iv) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Purchasers;
(v) the Mutual Transition Services Agreement, duly executed by the Purchasers parties thereto;
(vi) the Cross License Agreement, duly executed by Purchaser Parent and US Purchaser;
(vii) The Transitional Trademark License and Permitted Use Agreement, duly executed by Purchaser Parent;
(viii) assignment agreements relating to each of the Real Property Leases to which any Asset Selling Subsidiary is a party, as necessary; and
(ix) all other documents, instruments or writings required to be delivered to Sellers at or prior to Closing pursuant to this Agreement.
Purchaser’s Closing Deliveries. At the Closing, Purchaser shall deliver to Seller or Tenant, as applicable, the following items:
Purchaser’s Closing Deliveries. At or prior to the Closing, Purchaser shall make or cause to be made the following deliveries:
(a) Purchaser shall have executed and delivered to Seller the Assignment.
(b) Purchaser shall have delivered to Seller evidence as to the authority of the person or persons executing documents on behalf of Purchaser.
Purchaser’s Closing Deliveries. At Closing the Purchaser shall deliver or cause to be delivered to the Vendor all payments, certificates, agreements, documents and instruments as required under Section 4.2(1)(e).
Purchaser’s Closing Deliveries. At Closing (or at such other times as may be specified below), Purchaser shall deliver or cause to be delivered to Seller the following:
Purchaser’s Closing Deliveries. At the Closing (or prior to Closing, if so indicated below), the Purchaser shall deliver or cause to be delivered to the Vendor (or to the Monitor, if so indicated below), the following:
(1) the payment of the Deposit required to be paid pursuant to Section 3.2(1) of this Agreement shall have been made to the Monitor;
(2) the payment referred to in Section 3.2(2), which shall be made to the Monitor;
(3) the payment of all Transfer Taxes (if any) required to be paid on Closing shall be made to the Monitor;
(4) the Xxxx of Sale, duly executed by the Purchaser;
(5) a bring-down certificate executed by a senior officer of the Purchaser dated as of the Closing Date, in form and substance satisfactory to the Vendor, acting reasonably, certifying that (i) all of the representations and warranties of the Purchaser hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by the Purchaser at or prior to Closing have been complied with or performed by the Purchaser in all material respects; and
(6) such other agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
Purchaser’s Closing Deliveries. Purchaser shall deliver, or cause to be delivered, at or prior to the Closing, each of the following:
(a) To Seller, the Purchase Price, in cash or by wire transfer in immediately available funds.
(b) To Seller, the documents referred to in subsection 4.2(c), 4.2(d) and 4.2(f);
(c) To Seller, a stock certificate representing the Retained Shares; and
(d) To the applicable Person, any other agreements, instruments and documents the Transaction Documents require Purchaser to execute and/or deliver at the Closing.
Purchaser’s Closing Deliveries. On or before the Closing Date, the Purchaser shall deliver or cause to be delivered to the Vendor the following:
(a) A solicitor’s trust cheque, bank draft or certified cheque payable to the Vendor’s lawyer for the balance of the Purchase Price, subject to the adjustments provided for herein or, if part of the Purchase Price is being paid by way of the proceeds of a mortgage arranged by the Purchaser as set out herein, for the difference between the outstanding balance of the Purchase Price and the expected net proceeds of the Purchaser’s new mortgage;
(b) In the event the Purchase Price is being paid by way of the proceeds of a mortgage arranged by the Purchaser, an undertaking from the Purchaser’s lawyer that the Purchaser has received a Letter of Commitment from a reputable financial institution to fund the balance of the Purchase Price not being paid on the Closing Date and that all documentation required by the said financial institution have been executed and that all pre-requisites for the said financial institution to advance the balance of the Purchase Price have been met other than the registration of a Mortgage on the Purchased Land to be registered in series with the Transfers of Land immediately after the Closing Date and an undertaking that it will proceed with registration of the Mortgage security in series with the said Transfers of Land and upon registration being complete, the Purchaser’s lawyer will request the Mortgage proceeds from the financial institution and upon receipt of same, it will pay to the Vendor’s lawyer the balance of the Purchase Price plus interest at the rate of the Mortgage paid by the Purchaser to said financial institution from the Closing Date to the date the balance of the Purchase Price is received by the Vendor’s lawyer;
(c) A mutual undertaking to readjust for any items not determined on the Closing Date as contemplated by the adjustment provisions contained herein;
(d) A declaration and indemnity regarding registration of the Purchaser for the purposes of goods and services tax (“GST”) if required pursuant to the goods and services tax provisions contained herein; and
(e) A certified copy of a resolution of the director(s) of the Purchaser authorizing and approving the transaction contemplated herein. All documentation shall be in form and substance acceptable to the Purchaser and the Vendor, each acting reasonably and in good faith.
Purchaser’s Closing Deliveries. At or before the Closing Purchaser shall sign and deliver to the Title Company:
(a) The Purchase Price, after all prorations provided for herein; and
(b) Any other documents or instruments required or reasonably necessary to be executed to fulfill this Agreement, including, without limitation, such documents as the Title Company may require to issue the Policy provided for hereunder.
