Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver the following to Seller:
7.3.1 In accordance with and subject to the adjustments provided in this Agreement, the balance of the Initial Purchase Price as provided in Section 2.2;
7.3.2 Written confirmation from the Escrow Agent under the Escrow Agreement that Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow Account;
7.3.3 The Ground Lease Assignment, duly executed by Purchaser;
7.3.4 The Assignment and Assumption of Space Leases, duly executed by Purchaser;
7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser;
7.3.6 The TP-584 Form, the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation of the transaction contemplated hereby, each duly executed by Purchaser;
7.3.7 Intentionally Omitted;
7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date (“Purchaser’s Update Certificate”);
7.3.9 The New Seller Space Lease, duly executed by Purchaser;
7.3.10 A subordination, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto);
7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement and the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement and such documents have been duly executed and delivered by Purchaser;
7.3.12 If Purchaser has purchased the Fee Interest prior to the Closing Date, a modification to the Ground Lease in the form attached hereto as Schedule T duly executed by Purchaser; and
7.3.13 Such other documents contemplated to be delivered pursuant to this Agreement or reasonably required to consummate the transactions contemplated by this Agreement.
Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver the following documents to Seller all of which shall be in a form reasonably acceptable to Seller and their counsel:
Purchaser’s Deliveries at Closing. Purchaser shall deliver to the Sellers at Closing:
8.2.1 . All other agreements, certificates, instruments and documents reasonably requested by any Seller in order to fully consummate the transactions contemplated by this Agreement and carry out the purposes and intent of this Agreement.
Purchaser’s Deliveries at Closing. At Closing, Purchaser shall deliver the following to Seller:
Purchaser’s Deliveries at Closing. In addition to the other things required to be done hereby, at the Closing, the Purchaser shall deliver, or cause to be delivered, to the Sellers the following:
(a) a certificate dated the Closing Date and validly executed on behalf of the Purchaser to the effect that the conditions set forth in Section 7.2(a) have been satisfied;
(b) a copy of the resolutions of the Board of Directors of the Purchaser, or similar enabling document, authorizing the execution, delivery, and performance hereof by the Purchaser, and a certificate of its secretary or assistant secretary, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect; and
(c) a duly executed Assignment and Assumption Agreement, in customary form mutually agreeable to the parties.
Purchaser’s Deliveries at Closing. At the Closing, Purchaser and NYHC shall deliver the following documents to Seller all of which shall be in a form reasonably acceptable to Seller and its counsel:
(a) Satisfaction of Purchaser's purchase price obligations by payment of the cash portion of the Purchase Price, and the issuance of the Note.
(b) All consents, approvals and authorizations, all notices and all registrations and filings required to be obtained, given or made under any law, statute, rule, regulation, judgment, order, injunction, contract, agreement or other instrument to which the Purchaser or NYHC is a party, or by which either of them or any of their respective properties is bound or subject, in each case which is required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by the Purchaser or NYHC of any of the terms thereof.
(c) An opinion from counsel to the Purchaser and NYHC, dated the Closing Date, in the form described elsewhere in this Agreement.
(d) Certificates of good standing, dated as of a date reasonably prior to the date of Closing, from the Secretary of State of the State of New York as to the good standing of the Purchaser and NYHC.
(e) An assumption agreement pursuant to what the Purchaser assumes the Assumed Liabilities.
(f) Certified copy of resolutions of the Board of Directors of Purchaser and NYHC authorizing, inter alia, the execution and delivery of this Agreement and in the case of Purchaser, the Note, and in both cases, the purchase of the Assets, and the other transactions contemplated hereby.
(g) Officer's Certificate in the form described elsewhere in this Agreement.
(h) Such other documents, instruments, certificates and agreements including without limitation, if assumed, the assumption of the lease, as Seller and its counsel may reasonably request.
Purchaser’s Deliveries at Closing. Subject to the terms and conditions hereof, at the time of Closing, Purchaser shall deliver the following to Seller:
(i) The Purchase Price for each Aircraft in the amount specified in Section 2(b) hereof in the manner specified thereby;
(ii) Cross Receipt and Acceptance Certificate in respect to each Aircraft in the form of Exhibit B, duly executed by Purchaser;
(iii) the Lease, together with all documents required to be executed and delivered to Seller thereunder and hereunder, all duly executed by Purchaser;
(iv) such other instruments, certificates and documents as needed, in the reasonable opinion of Seller, to be executed and delivered in order to consummate the transactions contemplated hereby and meet the conditions set forth in Sections 3 (a) and (b) above.
Purchaser’s Deliveries at Closing. In addition to this Agreement, the Development Agreement and the Note, Purchaser shall cause AH Subordinate and AH CGP to deliver to Seller the Guaranty and the pledge agreement or pledge agreements contemplated by Section 2 hereof, and shall deliver, or cause to be delivered to Seller at the Closing such other documents which are necessary to complete and perfect the conveyance of Property to Purchaser as contemplated by this Agreement, including, without limitation, any transfer declarations, owner's affidavits and undertakings required by the title company and similar items required by local law or the title company.
Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver to Parent, on behalf of Sellers, or at Parent's request, to Sellers directly (in each case consistent with Section 3.2):
(a) cash in an amount equal to the Cash Consideration to be paid by Purchaser by federal funds wire transfer of immediately available funds to the account or accounts designated pursuant to Section 3.2;
(b) one or more stock certificates representing the Stock Consideration, registered in accordance with the instructions provided pursuant to Section 3.2;
(c) the Distribution Agreements and the selling agreements contemplated thereby, duly executed;
(d) the Licensing Agreement, duly executed;
(e) the Transition Services Agreement, duly executed;
(f) the Investor Rights Agreement, duly executed;
(g) the Investment Management Agreement, duly executed;
(h) the officer's certificate required pursuant to Section 7.3(e);
(i) copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Authorities required to be obtained, filed or made by Purchaser in satisfaction of Section 7.1(b);
(j) all such additional instruments, documents and certificates provided for by this Agreement or as may be reasonably requested by Parent on behalf of in connection with the Closing of the transactions contemplated by this Agreement and the Related Agreements; and
(k) executed and completed copies of Internal Revenues Form 8023 as provided in Section 8.4.
