Purchaser’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.2, Purchaser shall execute and/or deliver to Seller at the Closing all of the following:
(a) an amount equal to the sum of One Million Seventy-Five Thousand Dollars ($1,075,000) by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;
(b) the Note;
(c) an amount equal to the Inventory Amount by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;
(d) an amount equal to the face value of the Accounts Receivable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser, or by delivery of a certified check or bank check payable to the order of Seller;
(e) the employment agreement between Purchaser and Xxxxx X. Xxxxx, III in the form annexed hereto as Exhibit E (the "Employment Agreement");
(f) a certified copy of Purchaser's Certificate of Incorporation and Bylaws;
(g) a certificate of good standing of Purchaser, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of New York;
(h) 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;
(i) 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;
(j) a closing certificate executed by an 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Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the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 Seller 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 e...
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, subject to the terms and conditions hereof, each Purchaser shall:
(a) have delivered, or cause to have been delivered, one (1) Business Day in advance of the Closing Date, payment of such Purchaser’s Purchase Price by wire transfer of immediately available funds to an account designated by CPLP in writing at least three (3) Business Days prior to the Closing Date;
(b) deliver or cause to be delivered to CPLP:
(i) A cross-receipt executed by each Purchaser and delivered to CPLP certifying that it has received its respective Purchased Units as of the Closing Date;
(ii) A certificate from each Purchaser, dated the Closing Date and signed by an appropriate officer of such Purchaser, in their capacities as such, stating that:
(A) Such Purchaser has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Purchaser on or prior to the Closing Date;
(B) The representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of such Purchaser are true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); and
(iii) The Registration Rights Agreement relating to the Purchased Units, which shall have been duly executed by each Purchaser.
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.
