Purchaser’s Deliveries. One business day prior to the Closing, Purchaser shall execute (to the extent required) and deliver, or cause to be delivered, to Seller or the Escrow Company as appropriate, provided that the failure to deliver more than one counterpart of each of the following shall not be a breach of this Agreement:
(a) the Purchase Price required to be paid pursuant to Section 3.01 (which may be delivered on the Closing Date);
(b) four (4) original counterparts of the General Assignment;
(c) unless the Management Agreement shall have been terminated on or before the Closing Date, four (4) original counterparts of the Assignment and Assumption of the Management Agreement;
(d) four (4) originals of the Purchaser’s Closing Certificate;
(e) the documents required to be delivered by Purchaser pursuant to Section 4.07 above, provided that the purchaser’s statement shall be limited to Purchaser’s acts or the acts of those parties acting by, through or under Purchaser on or in connection with the Property;
(f) four (4) originals of the Liquor Assets Escrow Agreement;
(g) four (4) originals of the Liquor Assets Xxxx of Sale;
(h) four (4) originals of the Preliminary Closing Statement to be updated prior to Closing as necessary until final;
(i) copies of such articles of incorporation, organization, or formation; agreements or certificates of partnership; resolutions; authorizations; bylaws; certifications; or other corporate, partnership, or trust documents or agreements relating to Purchaser as the Title Company shall reasonably require in connection with this transaction; provided, however, in no event shall Purchaser be required to deliver to Seller or the Title Company a copy of its Limited Liability Company Agreement; and
(j) any required real estate transfer tax declaration or similar documentation required to evidence the payment of any tax imposed by any state, county or municipality, together with any change of ownership statements required under applicable law.
Purchaser’s Deliveries. All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller at Closing.
Purchaser’s Deliveries. At the Closing, Purchaser shall deliver the following to Seller:
Purchaser’s Deliveries. Purchaser shall have delivered to or for the benefit of Seller, on or before the Closing Date, all of the documents and payments required of Purchaser pursuant to Sections 7.3 and 7.4 hereof.
Purchaser’s Deliveries. At the Closing, Purchaser shall deliver or cause to be delivered to Seller: The Purchase Price in the form and manner provided for in Section 1.2(a) hereof; The Assumption Agreement duly executed by Purchaser; A certificate signed by a duly authorized officer of Purchaser, dated the Closing Date, confirming: (i) the truth and correctness in all material respects of all of the representations and warranties of Purchaser contained in this Agreement as of the Closing Date; (ii) that all agreements and covenants of Purchaser required to have been performed or complied with have been performed or complied with in all material respects; and (iii) that all necessary corporate action by Purchaser has been taken to authorize the consummation of the transactions contemplated by the Agreement; Resolutions, certified by Purchaser's secretary, evidencing Purchaser's authority to (i) execute and deliver this Agreement and the Purchase Documents, and (ii) consummate the transactions contemplated herein and therein; An incumbency certificate of Purchaser, certified by such Purchaser's secretary, certifying the accuracy of the specimen signature of the authorized representative of such entity executing this Agreement and the Purchase Documents; and Such other documents or instruments as Seller shall reasonably request to further evidence consummation of the transactions contemplated by this Agreement.
Purchaser’s Deliveries. At closing and contemporaneously with the Seller's compliance with the provisions of Section 7.2, Purchaser shall:
(A) Pay to Seller the cash portion of the purchase price, adjusted for the prorations herein provided for in Article IV.
(B) Execute and deliver an assumption of obligations under leases, securities, any contracts which may be accepted by the Purchaser and any other obligations specifically set forth herein.
(C) Deliver to the Seller a resolution of the Purchaser that:
(i) This Agreement has been duly authorized, executed and delivered by the Purchaser and is a valid and binding agreement of Purchaser, and
(ii) Purchaser has complete unrestricted power to buy the Property from the Seller and to execute any documents required to effectuate the transfer.
Purchaser’s Deliveries. Purchaser shall, at or before the Closing, deliver to Escrow Agent each of the following:
Purchaser’s Deliveries. At Closing, the Purchaser shall pay, deliver or cause to be delivered to the Seller, as appropriate, the following:
(a) The Purchase Price in the manner set forth in Section 2.5 hereof.
(b) The Assignment and Assumption Agreement.
(c) Any other document or instrument reasonably requested by the Seller or required hereby.
Purchaser’s Deliveries. At or prior to the Closing, Purchaser shall deliver the following items pursuant to customary closing escrow arrangements reasonably satisfactory to Seller and Purchaser:
8.3.1 By wire transfer of immediately available federal funds, the Adjusted Purchase Price, less the outstanding balance (including accrued and unpaid interest) of the Assumed Loans;
8.3.2 Duly executed counterparts of each of the Assignments of Intangibles, Assignments of Leases and Bills of Sale (and Tenant Notices where required);
8.3.3 Such evidence or documents as may reasonably be required by Title Company evidencing the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the purchase of the Properties, and in any event copies of Purchaser's legal existence certificate from the State of Delaware and appropriate votes and authorizations to enter into and close the transactions contemplated in this Agreement;
8.3.4 A duly executed original counterpart of a closing statement in accordance herewith;
8.3.5 Duly executed counterparts of the Assumed Loan Lender Consent Documents required to be signed by Purchaser;
8.3.6 Duly executed counterparts of the Assignment and Assumption of Interests Agreement; and
8.3.7 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Purchaser’s Deliveries. Purchaser shall have delivered to Seller or deposited with Escrow Agent in the Closing Escrow for the benefit of Seller, all of the Closing Documents and other items set forth in Section 9.4.
