Purchaser’s Deliverables at Closing Sample Clauses

Purchaser’s Deliverables at Closing. (a) At the Closing, Purchaser shall deliver to Seller (and where appropriate execute and acknowledge or cause all other signatories (other than Seller, but including those parties described in Section 29 (d)) to execute and acknowledge the following (collectively, “Purchaser’s Closing Documents”): (i) the Purchase Price, adjusted as herein provided, by wire transfer of immediately available funds to such accounts as Seller shall designate; (ii) as applicable, two counterpart originals of the Transfer Tax Documents, provided, however, that if such Transfer Tax Documents can not be executed in counterparts, then Purchaser shall execute and, as applicable, acknowledge the Transfer Tax Documents executed by Seller; (iii) for each Property, two counterpart originals of the Intangible Property Assignment described in Section 9(a)(iii), duly executed by Purchaser; (iv) for each Property affected by Leases, two counterpart originals of the Assignment and Assumption of Leases described in Section 9a(iv), duly executed by Purchaser; (v) a settlement statement (to be prepared by Seller and Purchaser) showing the applicable Closing adjustments, duly executed by Purchaser; (vi) a Certificate of Purchaser in the form attached hereto as Exhibit W, confirming the truth, accuracy and completeness of the representations and warranties of Section 30 hereof with respect to Purchaser, and duly executed by Purchaser; (vii) evidence, in reasonable and customary form, of the due authorization, execution and delivery of the documents and instruments to be executed at Closing in accordance with this Agreement by Purchaser, FSG and Assignee, as the case may be, including evidence confirming the authority of the officers of Purchaser, FSG and Assignee, as the case may be, to execute such documents and a certified statement of the incumbency of such officers; (viii) for each Property containing Leased Premises or Release Premises, four counterpart originals of the Lease Agreement, all duly executed by Purchaser; (ix) for each Property that contains Leased Premises or Release Premises, four counterpart originals of the Mortgage SNDA, all duly executed by Purchaser and Purchaser’s lender; (x) four counterparts of the Environmental Indemnity, if applicable; (xi) four counterparts of the Xxxxxxxxx Indemnity, if applicable; (xii) four counterparts of the Master Agreement; (xiii) for each Property which is comprised of a Leasehold Estate, four counterparts of the Xxxxxxxxx Assignment and As...
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Purchaser’s Deliverables at Closing. At or before the Closing, ----------------------------------- Purchaser shall deliver to DoveBid, each of the following: (a) the Cash Purchase Price; (b) a Stock Pledge Agreement in the form attached hereto as Exhibit H --------- (the "Pledge Agreement"), together with all documents provided to perfect the security interest granted hereunder, each duly executed on behalf of Purchaser; (c) the Sublease Agreement, duly executed on behalf of Purchaser; (d) the Purchase Price Allocation Agreement, duly executed on behalf of Purchaser, which shall also be delivered to Xxxxx and Xxxxxxxx; and (e) a Trademark Assignment in the form attached hereto as Exhibit F, --------- duly executed on behalf of Purchaser.
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Purchaser’s Deliverables at Closing. Except with respect to the Purchase Price as expressly set forth below, on or before the Pre-Closing Date, Purchaser shall deliver to Title Company the following:
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Purchaser’s Deliverables at Closing. At or before Closing, Purchaser shall deposit into escrow the following items: (a) the balance of Cash Purchase Price and cause the Escrow Agent to deliver the Cash Purchase Price to Seller as required under Section 3.1(b) hereof; (b) a duly executed counterpart of the Assignment of Leases; (c) a duly executed counterpart of the Assignment of Contracts; (d) a duly executed counterpart of the Corporate Office Lease; and (e) a duly executed counterpart of the Distribution Center Lease.
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Purchaser’s Deliverables at Closing. At the Closing, the Purchaser shall deliver or cause to be delivered to Seller: (a) the cash amount due as set forth in Section 1.5(b), by cashiers check; and (b) an executed counterpart to the Xxxx of Sale.
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Purchaser’s Deliverables at Closing. At the Closing, Purchaser shall:
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Purchaser’s Deliverables at Closing. On the Closing Date, Purchaser shall deliver the following items: (a) an executed certificate of an officer of Purchaser: (A) attaching all necessary authorizing resolutions evidencing approval of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, which resolutions shall be in full force and effect at the time of the Closing, (B) attaching the articles of incorporation of Purchaser or similar organizational documents of Purchaser, which shall be in full force and effect at the time of the Closing, and (C) certifying the incumbency and true signatures of the officers of Purchaser executing this Agreement or any Ancillary Agreement to which it is a party on behalf of Purchaser; (b) the Purchase Price in accordance with Section 1.2; (c) a counterpart of the Termination Agreement duly executed by Purchaser; (d) a counterpart of the Cross-Release duly executed by Purchaser; and (e) a counterpart of the Change Request, duly executed by Purchaser.
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Purchaser’s Deliverables at Closing. At Closing, the Purchaser shall execute or cause to be executed by the appropriate persons and deliver to Title Company: (i) an executed counterpart of Closing settlement statement; (ii) the balance of the Purchase Price together with Purchaser’s share of the Closing costs; and (iii) any other documents reasonably necessary or required by the Title Company to consummate the transaction contemplated hereby.
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Purchaser’s Deliverables at Closing. At the Closing, the Purchaser shall deliver to Seller or third parties on behalf of Seller: (a) the Cash Payment, disbursed as set forth in Section 1.3, by wire transfer in immediately available funds; (b) an executed counterpart to each Related Agreement to which Purchaser is a party; and (c) the certificates and other documents required to be delivered pursuant to Section 5.2.
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Related to Purchaser’s Deliverables at Closing

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (i) Payment of the Purchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (vi) Such other documents from Purchaser as may reasonably be required in order to effectuate the transactions contemplated (i) hereby and (ii) by the Purchaser's Ancillary Documents.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Seller’s Deliveries At Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to collectively herein as the “Seller’s Closing Items”): (a) a limited warranty deed conveying to Purchaser good and insurable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions, and easements, except for the Permitted Title Exceptions (the “Deed”); (b) a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above; (c) the Project Agreements; (d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception; (e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby; (f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1954, as amended; (g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the representations and warranties in Article 4 above are true and correct in all material respects as of the date of Closing; (h) a closing statement, itemizing and approving all receipts and disbursements made in connection with Closing; (i) a general assignment conveying to Purchaser, without representation or warranty and to the extent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and (j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the Title Company for the removal of any and all “standard exceptions” on Purchaser’s Title Policy. All of the Seller’s Closing Items shall be in a commercially reasonable form customarily utilized in the jurisdiction where the Property is located in transactions similar to the one contemplated hereby.

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • 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:

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • 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.

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

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