PURCHASER'S CLOSING ITEMS. At the Closing, Xxxxxxxxx agrees to execute, deliver and/or provide to Seller, or cause to be executed, delivered and/or provided to Seller, the following:
PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser shall execute, deliver and/or provide to Title Company or Seller, or cause to be executed, delivered and provided to Title Company or Seller, the following:
PURCHASER'S CLOSING ITEMS. Except as provided below, on or before the Closing, Purchaser shall deliver to Seller or Escrow Holder, as appropriate, the following (“Purchaser’s Closing Items”), in form and substance reasonably acceptable to Seller:
PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser shall execute, deliver, furnish or provide to Seller, or cause to be executed, delivered, furnished or provided to Seller, the following:
(a) the balance of the Purchase Price in the manner required by Section 2.2(b);
(b) consents to collateral lease assignments and estoppel agreements and any other document reasonably required by Seller's Bank Syndicate or Franchisor, in form and substance reasonably acceptable to the parties hereto; (c) such other documents as may be reasonably necessary or appropriate as requested by Seller to effect the consummation of the transactions that are the subject of this Agreement; (d) a Certificate of Purchaser confirming that all representations and warranties of Purchaser in this Agreement are true and correct in all material respects as of the Closing Date; and (e) a Closing Statement.
PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser agrees to execute, deliver and/or provide to Seller, or cause to be executed, delivered and/or provided to Seller, the following:
(a) the balance of the Purchase Price, in the manner required by Section 2.2 of this Agreement;
(b) if requested, a Letter of Direction from Purchaser directing Escrow Agent to pay the Purchase Price and all other amounts due at Closing, in accordance with the provisions of this Agreement, to Seller or any other person as Seller shall designate;
(c) a Secretary's Certificate certifying that the Board of Directors of Purchaser has duly adopted resolutions authorizing the within transaction and an executed and acknowledged Incumbency Certificate certifying to the authority of the officers of such entity to execute the documents to be delivered by such entity on the Closing Date;
(d) a certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date (except to the extent that the last sentence of Section 10.2(c) is no longer true and correct and the state of facts giving rise to such change is in compliance with Section 16.5 of this Agreement and does not otherwise constitute a breach by Purchaser of its obligations hereunder); and
(e) such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions that are the subject of this Agreement.
PURCHASER'S CLOSING ITEMS. Purchaser shall deliver to the Escrow Agent not less than one (1) business day prior to the Closing Date the following: (i) cash in an amount equal to the Cash Purchase Price less the amount of the Initial Payment; (ii) the original Note, which Note, at the Closing, shall each be marked "canceled;"
PURCHASER'S CLOSING ITEMS. Purchaser shall deliver to Seller:
(a) The Stock certificates, the Note, the Security Agreement, Collateral Assignment of Lease and UCC-1 Financing Statements;
(b) An instrument or instruments of assumption in the form (with appropriate insertions) attached as SCHEDULE "G" to this Agreement to evidence Purchaser's assumption of the liabilities to be assumed by Purchaser in accordance with Section 2 of this Agreement;
(c) The opinion of counsel and certificates required by Sections 11(a), 11 (b), and 11 (c) of this Agreement;
(d) An employment contract with Seller, Xx. Xxxxxx X. Freiberger, or a corporation employing him, as more fully set out in Section 6 herein.
(e) A Resolution of the Purchaser and Parent approving the execution, delivery and performance of this Agreement and the transactions contemplated thereby, in form and substance satisfactory to Seller and certified by the Purchaser and Parent's secretary as of the Closing Date.
PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser shall execute and deliver or provide (or cause to be delivered or provided) to Seller the following:
(a) A certificate of an officer of Purchaser certifying that (i) Purchaser is an entity in good standing under the laws of the jurisdiction in which it is formed, and (ii) Purchaser's execution and delivery of this Agreement and the other documents delivered pursuant hereto and the consummation of the transactions contemplated hereby have been fully authorized.
(b) Payment of the amounts due other than under Section 2.2, which payment must be made by a wire transfer of immediately available federal funds to: Fidelity Federal Bank, FSB Via FRB San Francisco ABA No. 000000000 Attn: Capital Markets
PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser shall execute and deliver or provide (or cause to be delivered or provided) to Seller the following:
(a) A certificate of an officer of Purchaser certifying that (i) Purchaser is an entity in good standing under the laws of the jurisdiction in which it is formed, and (ii) Purchaser's execution and delivery of this Agreement and the other documents delivered pursuant hereto and the consummation of the transactions contemplated hereby have been fully authorized.
(b) Payment of the amounts due other than under Section 2.2, which payment must be (i) made by a wire transfer of immediately available federal funds to: Fidelity Federal Bank, FSB Via FRB San Francisco ABA No. 000000000 Attn: Capital Markets and (ii) received by Seller by no later than 11:00 a.m. (Pacific time) on the Closing Date.
PURCHASER'S CLOSING ITEMS. At the Closing, Purchaser agrees to execute, deliver and/or provide to Seller, or cause to be executed, delivered and/or provided to Seller, the following: the balance of the Purchase Price (as adjusted in accordance with Article VI of this Agreement), in the manner required by Section 2.2 of this Agreement; if requested, a Letter of Direction from Purchaser directing Escrow Agent to pay the Purchase Price and all other amounts due at Closing, in accordance with the provisions of this Agreement, to Seller or any other person as Seller shall designate; a certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date; and such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions that are the subject of this Agreement.
