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. On or prior to the Closing, Purchaser shall pay to Seller the Closing Payment in accordance with Section 2.2.2, and shall execute and deliver (as applicable) to Seller the following items:
(a) a counterpart signature page to the Bill of Sale substantially and in all material respects in the form attached as Exhibit B (the “Bill of Sale”), executed by an authorized representative of Purchaser;
(b) a counterpart signature page to one or more (as necessary) of the assignment and assumption agreements substantially and in all material respects in the form attached hereto as Exhibits C-1, C-2, and C-3 with such changes, if any, as may be required by the applicable counterparties thereto solely for Exhibits C-3 (collectively, the “Assignment and Assumption Agreements”), and executed by an authorized representative of Purchaser;
(c) a certificate, dated as of the Closing Date, executed by the Secretary or any Assistant Secretary of Purchaser, certifying that attached thereto is: (i) a true, accurate, and complete copy of a Certificate of Good Standing with respect to Purchaser, issued by the Secretary of State of the State of Oregon as of a recent date; (ii) a true, accurate, and complete copy of the resolutions of the board of directors of Purchaser, authorizing the execution, delivery, and performance by Purchaser of this Agreement and all of the other agreements and instruments, including the Ancillary Agreements, to which it is a party, in each case, to be executed and delivered by Purchaser in connection with this Agreement; and (iii) the name, title, and signature of each of the authorized representatives of Purchaser authorized to execute and deliver this Agreement and the other agreements and instruments contemplated by this Agreement, including the Ancillary Agreements, to which it is a party, substantially and in all material respects in the form attached as Exhibit D-1;
(d) a certificate, dated as of the Closing Date, executed by an authorized officer of Purchaser, certifying as to the matters set forth in Section 6.2.1 and Section 6.2.2; and
(e) copies of the necessary agreements for the required transmission and ancillary services.
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. At Closing, Purchaser shall deliver to the Title Company:
(a) An agreement in form reasonably acceptable to Seller:
(i) not to amend (so long as Seller owns any parcel of real property adjacent to the Property) the Land Use Restrictions, the Site Management Plan or the Bxxxxxxxxx Agreement in any manner that would affect Seller’s remaining property which is subject thereto, without Seller’s prior written consent, which won’t be unreasonably withheld, conditioned or delayed;
(ii) to pay TDEC or reimburse Seller, as applicable, for post-closing fees charged by TDEC for approvals, oversight and administration of the Land Use Restrictions, the Site Management Plan and the Bxxxxxxxxx Agreement with respect to the Property (but not Seller’s remaining property) and any penalties imposed by TDEC with respect to the Property which are caused by activities of Purchaser or Purchaser’s agents, tenants, contractors or other representatives;
(b) the Mutual Indemnity Agreement;
(c) an agreement that, provided that Seller has not breached its representations contained in Section 10 of this Agreement, Purchaser will not bring or initiate any claim for damages against Seller with respect to Hazardous Materials which are located on or under the Property as of the date of the Closing;
(d) for disbursement to Seller, the Purchase Price, as adjusted by the Deposit and other credits and debits as set forth on the Closing Statement to be prepared by the Title Company; and
(e) such other documents, including a signed Closing Statement, as are necessary and appropriate for the consummation of this transaction by Purchaser.
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.
