Common use of PURCHASER'S PERFORMANCE AT CLOSING Clause in Contracts

PURCHASER'S PERFORMANCE AT CLOSING. At the closing hereunder, Purchaser shall: (a) Pay by wiring immediately available funds the monies payable at the closing. (b) Deliver to Seller an executed counterpart of the General Conveyance, Xxxx of Sale, Assignment and Assumption substantially in the form of Exhibit N hereto, and such other instruments as Seller may reasonably require evidencing Purchaser's assumption and agreement to perform all of the contracts and agreements assigned to it hereunder and evidencing Purchaser's acceptance and conveyance of title to the personal property and other assets assigned and conveyed to it hereunder. (c) Deliver to Seller a certified copy of the resolutions of Purchaser's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions described herein. (d) Deliver to Seller the written opinion of [legal counsel] dated as of the Closing Date, pursuant to the provisions of this Agreement. (e) Deliver to Seller a certificate signed by a duly authorized officer of Purchaser and dated as of the Closing Date to the effect that all representations and warranties set forth in this Agreement shall be true as of and as if made on the Closing Date and that, to Purchaser's knowledge, no event of default shall have occurred and be continuing on the Closing Date which, with lapse of time or giving of notice, or both, would constitute a default by Purchaser under this Agreement. (f) Deliver to Seller such other instruments and documents as may be reasonably requested by Seller to effectuate the transactions contemplated hereby.

PURCHASER'S PERFORMANCE AT CLOSING. At the closing hereunder, Purchaser shall: (a) Pay by wiring immediately available funds the monies payable at the closing. (b) Deliver to Seller an executed counterpart of the General Conveyance, Xxxx of Sale, Assignment and Assumption substantially in the form of Exhibit N L hereto, and such other instruments as Seller may reasonably require evidencing Purchaser's assumption and agreement to perform all of the contracts and agreements assigned to it hereunder and evidencing Purchaser's acceptance and conveyance of title to the personal property and other assets assigned and conveyed to it hereunder. (c) Deliver to Seller a certified copy of the resolutions of Purchaser's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions described herein. (d) Deliver to Seller the written opinion of [legal counsel] Counsel for Purchaser dated as of the Closing Date, pursuant to the provisions of this Agreement. (e) Deliver to Seller a certificate signed by a duly authorized officer of Purchaser and dated as of the Closing Date to the effect that all representations and warranties set forth in this Agreement shall be true as of and as if made on the Closing Date and that, to Purchaser's knowledge, no event of default shall have occurred and be continuing on the Closing Date which, with lapse of time or giving of notice, or both, would constitute a default by Purchaser under this Agreement. (f) Deliver to Seller such other instruments and documents as may be reasonably requested by Seller to effectuate the transactions contemplated hereby.

PURCHASER'S PERFORMANCE AT CLOSING. At the closing Closing hereunder, Purchaser shall: (a) Pay Pay, by wiring immediately available funds funds, the monies payable at the closingPurchase Price. (b) Deliver to Seller an executed counterpart of the General Conveyance, Xxxx of Sale, Assignment and Assumption substantially in the form of Exhibit N EXHIBIT "J" hereto, and such other instruments as Seller may reasonably require evidencing Purchaser's assumption and agreement to perform all of the contracts and agreements Contracts assigned to it hereunder and evidencing Purchaser's acceptance and conveyance of title to the personal property and other assets assigned and conveyed to it hereunder. (c) Deliver to Seller a certified copy of the resolutions of Purchaser's Board of Directors duly authorizing the execution and delivery of this Agreement and the consummation of the transactions described herein. (d) Deliver to Seller the written opinion of [legal counsel] dated as of the Closing Date, pursuant to the provisions of this Agreement. (e) Deliver to Seller a certificate signed by a duly authorized officer of Purchaser and dated as of the Closing Date to the effect that all of Purchaser's representations and warranties set forth in this Agreement shall be are true and correct in all material respects as of and as if made on the Closing Date Date, and thatthat all covenants, terms and conditions to Purchaser's knowledge, no event of default shall have occurred be complied with and be continuing on the Closing Date which, with lapse of time or giving of notice, or both, would constitute a default performed by Purchaser under this Agreement. have been complied with or performed in all material respects. (fe) Deliver to Seller such other instruments and documents required pursuant to Section 9 and such other documents and instruments as may be reasonably requested by Seller to effectuate the transactions contemplated hereby. (f) Deliver to the individuals identified in Section 7(s) those consulting agreements described in Section 7(s) substantially in the form of EXHIBIT "I."