Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following:
(i) The Purchase Price, in cash, by wire transfer to an account or accounts designated by Purchaser prior to the Closing Date;
(ii) If Purchaser is a corporation, (1) copies of the certificate of incorporation and by-laws of Purchaser and of the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (2) a good standing certificate for Purchaser issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (3) a good standing certificate for Purchaser issued by the State of New York (if not incorporated in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein;
(iii) If Purchaser is a partnership, (1) copies of Purchaser’s partnership agreement and partnership certificate and consent of the partners of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the general partner of Purchaser, (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) with respect to the general partner of Purchaser, an incumbency certificate executed by an officer (if such general partner is a corporation) or manager(s)/managing member(s), as applicable (if such general partner is a limited liability company) of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; and
(iv) If Purchaser is a limited liability company, (1) copies of Purchaser’s articles of organization ...
Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following with respect to the Unit:
(i) payment of the Purchase Price payable in accordance with Section 4(f) at the Closing by 5:00 P.M., eastern time, on the Closing Date, in the manner required under this Agreement; and
(ii) (1) copies of the certificate of formation and internal governing documents of Purchaser, which documents may be redacted to protect confidential and proprietary information not related to Purchaser’s authority to execute and deliver this Agreement or consummate the transactions contemplated by this Agreement, and copies of the resolutions of the managers, board of directors or other internal governing authority of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (2) a good standing certificate for Purchaser issued by the jurisdiction of formation of Purchaser, dated within thirty (30) days of the Closing Date; (3) a good standing certificate for Purchaser issued by the State of New York (if not formed in the State of New York) dated within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein.
Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser, shall deliver or cause to be delivered to Seller the following:
(i) the balance of the Purchase Price payable at the Closing, as adjusted for apportionments pursuant to Section 8 hereof, in the manner required under this Agreement; and
(ii) Any other documents required in connection with the transactions contemplated by this Agreement, or reasonably required by the Title Company.
Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Escrow Agent the following:
(i) Payment of the balance of the Purchase Price payable at the Closing, as adjusted for apportionments under Section 6, in the manner required under this Agreement; hereunder.
(ii) Any other deliverables required to be delivered by Purchaser (iii) The Closing Statement, executed by Xxxxxxxxx.
Purchaser’s Documents and Deliveries. On the Closing Date (unless otherwise noted), Purchaser shall execute and deliver to Sellers the JV Assignments and deliver or cause to be delivered to Seller the Payment of the balance of the Purchase Price payable at the Closing by 2:00 p.m., eastern time, on the Closing Date (time being of the essence), as adjusted for apportionments under Section 7 and elsewhere herein, in the manner required under this Agreement.
Purchaser’s Documents and Deliveries. On the Closing Date, ------------------------------------ Purchaser, shall deliver or cause to be delivered to Seller the following:
(i) Checks or wire transfer in payment of the portion of the Purchase Price payable at Closing, as adjusted for apportionments under Section 5, in the manner required under this Agreement and any payment due --------- Seller with respect to the Reserves and any other amounts payable to Seller under this Agreement.
(ii) Duly executed and acknowledged assignment and assumption documents for the assumption of the Assumed Debt, together with a release in form and substance reasonable satisfactory to Seller, executed by Lender (and all other persons (such as loan servicers and trustees) which may be capable of asserting any claims) releasing Seller from all of the obligations and liabilities with respect to the Assumed Debt and the Assumed Debt Documents.
Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following:
(i) Payment of an amount equal to the Purchase Price in accordance with Section 4 hereof, as adjusted pursuant to the express provisions of this Agreement, payable at the Closing by 1:00 P.M., New York time, on the Closing Date in the manner required under this Agreement; and
(ii) a certificate dated as of the Closing Date, certifying that the condition set forth in Section 9(a)(i) is satisfied as of such date.
Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following:
(i) Payment of the Holdback Escrow Amount to the Escrow Agent for deposit into the Holdback Escrow Account;
(ii) Payment of an amount equal to (1) the balance of the Purchase Price (i.e., the Purchase Price less the Deposit) in accordance with Section 4(c) hereof, as adjusted pursuant to Sections 6, 7 (including Section 7(b)(ii)), 12 and 13, minus (2) the Holdback Escrow Amount, payable at the Closing by 4:00 P.M., New York time, on the Closing Date in the manner required under this Agreement; and
(iii) a certificate dated as of the Closing Date, certifying that the condition set forth in Section 10(a)(i) is satisfied as of such date.
Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following:
(i) The balance of the Purchase Price payable at the Closing, as adjusted for apportionments under Section 8, in the manner required under this Agreement;
(ii) Letter of Direction from Purchaser directing Escrow Agent to pay the Purchase Price and all other amounts due at Closing, or thereafter in accordance with the provisions of this Agreement, to Seller or any other person as Seller shall designate; and
(iii) Any other documents required in connection with the transactions contemplated by this Agreement (including but not limited to, the Assumption Documents), or reasonably required by the Title Company.
Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser, shall deliver or cause to be delivered to Seller the following:
(i) The balance of the Purchase Price (i.e., the Purchase Price less the Deposit and the Income) payable at the Closing, as adjusted for apportionments under Section 8, in the manner required under this Agreement;
(ii) Letter of Direction from Purchaser directing Escrow Agent to pay the Purchase Price and all other amounts due at Closing, or thereafter in accordance with the provisions of this Agreement, to Seller or any other person as Seller shall designate; and
(iii) A letter in the form of Exhibit 8 attached hereto duly executed by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of ERISA and, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Deposit and the Income; and
(iv) Any other documents required in connection with the transactions contemplated by this Agreement, or reasonably required by the Title Company.
