The Closing; Closing Deliveries Sample Clauses

The Closing; Closing Deliveries. 4.1 The closing of the transaction provided for in this Agreement (the "CLOSING") will be held at a time and place mutually agreed between the parties on the first business day following the satisfaction of the conditions set forth in Section 3.1 (the "SCHEDULED CLOSING DATE"); PROVIDED that Purchaser shall have a one-time right to schedule the Closing on a business day occurring at any time within 60 days following the Scheduled Closing Date. The date on which the Closing occurs is referred to as the "CLOSING DATE." 4.2 At the Closing, Seller shall deliver the following to Purchaser: (i) a general warranty deed duly executed and acknowledged by Seller, in proper statutory form for recording, so as to convey to Purchaser fee simple title to the Property, subject to and in accordance with the provisions of this Agreement (the "DEED"); (ii) [Intentionally Omitted] (iii) an instrument (the "ASSIGNMENT") duly executed and acknowledged by Seller, in which Seller assigns to Purchaser all of Seller's right, title and interest as landlord in, to and under the leases or tenancies of all tenants and other occupants of the Property (the "LEASES") and the security deposits with interest to the extent provided in such Leases (which security deposits and interest amounts shall be paid over to Purchaser at the Closing or credited against other amounts payable by Seller to Purchaser at the Closing); (iv) a list of the current rents now being collected on each of the apartment units in the Property which includes: apartment number, unit type, tenant name, commencement and termination dates, lease rent and security deposits (including parking deposits and last month's rent, if any); (v) an instrument duly executed and acknowledged by Seller in which Seller assigns to Purchaser all of Seller's right, title and interest in and to the utility deposits, if any, described in Section 4.5 hereof; (vi) all other instruments and documents, including a statement of adjustments, provided for herein; Seller shall also make any other payments required by this Agreement to be paid by Seller; (vii) an affidavit executed by or on behalf of Seller providing Seller's taxpayer identification number and a statement that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code, as amended and the regulations promulgated thereunder; (viii) the keys to the Property; (ix) an instrument duly executed and acknowledged by Seller in which Seller assigns to P...
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The Closing; Closing Deliveries. (a) The closing of the transactions contemplated hereby (collectively, the “Closing”) shall take place at the offices of Seyfarth Xxxx LLP, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (or remotely by electronic mail or facsimile exchange of documents and signatures), at 10:00 A.M. CST on the date hereof, with such Closing effective as of 12:01 a.m. CST on such date. The date of the Closing is referred to as the “Closing Date.” (b) At the Closing, Sellers shall deliver (duly and fully executed, acknowledged and notarized, as appropriate) to Purchaser the following: (i) a counterpart to the Xxxx of Sale and Assignment and Assumption Agreement in the form set forth on Annex B-1 and Annex B-2 attached hereto (together, the “Bills of Sale and Assignment and Assumption Agreements”); (ii) a counterpart to the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (together, the “Trademark Assignment Agreements”); (iii) a counterpart to the Domain Name Assignment Agreement in the form set forth on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”); (iv) a counterpart to the Transition Services Agreement in the form set forth on Annex F attached hereto (the “Transition Services Agreement”); (v) a power of attorney in the form set forth on Annex G attached hereto; (vi) acknowledgement of receipt of the Cash Consideration (less the Working Capital Holdback); (vii) a certificate of the secretary of each Seller, dated as of the Closing Date, certifying: (A) that such Seller is in good standing in its jurisdiction of formation and each jurisdiction in which it is qualified to conduct business (and including therewith a good standing or similar certificate issued by the Secretary of State of each such jurisdiction no earlier than five (5) Business Days prior to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Seller authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of such Seller executing this Ag...
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The Closing; Closing Deliveries. The closing of the transactions under this Agreement (the “Closing”) will take place on the Effective Date (the “Closing Date”). At the Closing: 11 (i) Seller shall deliver to Buyer, accompanied by a duly executed stock power or other instrument of transfer, the certificate(s) representing the Shares. (ii) Seller shall enter into a transition services agreement with Buyer, or an Affiliate of Buyer, in the form agreed to by the Parties and attached hereto as Exhibit B (the “Transition Services Agreement”). (iii) Seller shall deliver to the Buyer a counterpart of the Escrow Agreement, duly executed by the Seller and the Escrow Agent. (iv) Seller shall deliver to Buyer all check books and credit/debit cards of the Company. (v) Seller shall deliver to Buyer (in each case to the extent not accessible by Buyer automatically as a result of the Closing) all tangible assets and all contracts, books and records of the Company and the Business. (vi) Seller shall deliver to Buyer resignations, effective as of the Closing, of each director and officer of the Company. (vii) Seller shall deliver to Buyer a certificate signed by the Secretary of the Company and the Secretary of Seller, dated as of the Effective Date, attaching and certifying as to the following: (i) in the case of the Seller, the certificate of incorporation and bylaws of the Company and Seller and any amendments thereto, (ii) in the case of the Company, the certificate of amalgamation, the notice of articles and the articles of the Company, (iii) the resolutions of the Company’s and Seller’s boards of directors approving the execution, delivery, performance and consummation by the Company and Seller of this Agreement and any other agreement, certificate or instrument entered into or delivered by the Parties in connection with this Agreement (the “Ancillary Agreements”), and (iv) certificates of good standing of the Company and Seller from the British Columbia Registry Services and the Secretary of State of Delaware, respectively, dated May 8, 2018. (viii) Seller shall deliver to Buyer a certificate of the Secretary of Seller, dated as of the Effective Date, certifying the names and signatures of the officers of the Seller authorized to sign this Agreement, the Ancillary Agreements and the other documents to be delivered hereunder and thereunder. (ix) Buyer shall pay to Seller the Estimated Closing Payment less (A) the estimated amount of Cash set forth in Exhibit A (the “Estimated Cash”), which shall be ...
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The Closing; Closing Deliveries. If Waterton timely exercises the Option, the closing of the exercise of the Option (the “Closing”) shall take place within fifteen (15) days after the written notice of election to exercise the Option is delivered by Waterton to Grantor, at a time and place mutually agreeable to Waterton and Grantor. At the Closing, Grantor shall: (a) deliver to Waterton all share certificates, membership certificates or other documents or instruments evidencing Grantor’s ownership of Mineral Ridge and otherwise evidencing Grantor’s Mineral Ridge Interest, together with a duly executed instrument of transfer or assignment or such other instruments or notations necessary to transfer such membership interest; (b) make or cause to be made all necessary and appropriate entries, notations, and written descriptions in the books and records of Grantor and in the books, records and share registry of Mineral Ridge necessary or desirable to record and evidence the transfer of the interest in Mineral Ridge to Waterton; (c) execute and deliver to Waterton an assignment agreement on terms and conditions, and containing representations and warranties, acceptable to Waterton; and (d) execute, acknowledge and deliver to Waterton such other and further deeds, assignments, stock transfers, documents and instruments as may be necessary or advisable to consummate the exercise of the Option. At the Closing, Waterton shall: (x) pay to Grantor the full amount of the Purchase Price by wire transfer in accordance with written instructions, which instructions shall be delivered by Grantor to Waterton at least five (5) days prior to the date of the Closing; and (y) sign and deliver a document or instrument whereby Waterton agrees to assume and be bound by the Company Agreements. In addition, each of the Parties will deliver such other closing certificates, documents and instruments as are reasonably requested by the other Party.
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The Closing; Closing Deliveries. (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place electronically through the exchange of documents via e-mail concurrently with the execution and delivery of this Agreement on the date hereof (the “Closing Date”). The Closing shall be deemed to have been consummated at 12:01 a.m. New York, New York local time on the Closing Date, and all actions required to be taken pursuant hereto at the Closing (including the delivery of all Closing deliveries pursuant to Section 2.02(b) and Section 2.02(c)) shall occur and shall be deemed to take place simultaneously. (b) At the Closing, the SEACOR Marine Group Parties shall deliver, or cause to be delivered, to the OTM Group Parties: (i) an executed counterpart for each Transaction Document to which each of the SEACOR Marine Group Parties (or any member of the SEACOR Marine Group) is specified to be a party, duly executed by an authorized Representative of such SEACOR Marine Group Party or the applicable member of the SEACOR Marine Group; (ii) resignation letters of Xxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xx., Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxx as officers and members of the Board of Directors (or equivalent governing body), as applicable, of SEACOR Marine International, InfraMar and the JV Entities (other than XXXXXX Xxxxxx); (iii) an executed counterpart of the joint unanimous written consent of the members and the Board of Managers of XXXXXX Xxxxxx, on which it is resolved to (A) authorize the transfer of the OTM Transferred Equity Interests to SEACOR Offshore, and waive all restrictions on transfer of the OTM Transferred Equity Interests to SEACOR Offshore, (B) accept the resignations delivered by the members of the Board of Directors of XXXXXX Xxxxxx pursuant to Section 2.02(c)(iii), and approve a full release of such Persons from any Liability related to their actions as members of the Board of Directors of XXXXXX Xxxxxx, and (C) revoke all powers of attorney granted to any attorney in fact appointed by members of the OTM Group; (iv) an executed counterpart of the joint unanimous written consent of the sole member and the Board of Directors of SEACOR Marine LLC, on which it is resolved to (A) authorize the transfer of the SEACOR Marine Transferred Equity Interests to OTM, and waive all restrictions on transfer of the SEACOR Marine Transferred Equity Interests to OT...
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The Closing; Closing Deliveries. 59 11.1 The Closing..................................................... 59 11.2
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The Closing; Closing Deliveries. 5.1. Subject to the terms and conditions hereof, the closing of the transactions contemplated hereby (the "Closing") will be held immediately following the closing of the Merger at the time, date and location determined in accordance with Section 1.2
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The Closing; Closing Deliveries. The closing (the "Closing") of the transactions contemplated hereby and by the Articles of Merger shall occur concurrently with the execution of this Agreement. The date upon which the Closing occurs is sometimes hereinafter referred to as the "Closing Date". 1.2.1 At the Closing, Seller and the Company shall deliver or cause to be delivered to Purchaser all of the following: (a) This Agreement, duly executed by each of Seller and the Company; (b) The Articles of Merger, duly executed by the Company; (c) All certificates representing the Company Shares, endorsed in blank; (d) The certification required by Section 5.1 hereof, duly executed by Seller; and (e) All such other documents, instruments or certificates which Purchaser or Merger Sub reasonably request for the purpose of effecting the transactions contemplated hereby. 1.2.2 At the Closing, Purchaser and Merger Sub shall deliver or cause to be delivered to Seller all of the following: (a) This Agreement, duly executed by each of Purchaser and Merger Sub; (b) The Articles of Merger, duly executed by Merger Sub; (c) Certificates duly registered in the name of Seller representing 2,000,000 Purchaser Common Shares, determined pursuant to section 1.4; and (d) All such other documents, instruments or certificates which Seller or the Company reasonably request for the purpose of effecting the transactions contemplated hereby.
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The Closing; Closing Deliveries 
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Related to The Closing; Closing Deliveries

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Buyer Closing Deliveries Buyer shall deliver the following documents to the Escrow Agent on or before the date which is (i) one (1) Business Day prior to the Closing Date if the Loan Assumption is to occur at the Closing with respect to all Assets, or (ii) two (2) Business Days prior to the Closing Date if the Loan Assumption is not to occur at the Closing with respect to any Asset (i.e., there will be no Loan Assumption at all): (a) With respect to the Assets: (i) an assignment and assumption of Crown Ridge Seller’s interest in the Crown Ridge Space Leases (the “Crown Ridge Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (ii) an assignment and assumption of Canyon Springs Seller’s interest in the Canyon Springs Space Leases (the “Canyon Springs Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (iii) an assignment and assumption of Cascades I Seller’s interest in the Cascades I Space Leases (the “Cascades I Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (iv) an assignment and assumption of Cascades II Seller’s interest in the Cascades II Space Leases (the “Cascades II Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (v) an assignment and assumption of Cibolo Canyon Seller’s interest in the Cibolo Canyon Space Leases (the “Cibolo Canyon Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (vi) an assignment and assumption of the Crown Ridge Contracts (the “Crown Ridge Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (vii) an assignment and assumption of the Canyon Springs Contracts (the “Canyon Springs Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (viii) an assignment and assumption of the Cascades I Contracts (the “Cascades I Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (ix) an assignment and assumption of the Cascades II Contracts (the “Cascades II Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (x) an assignment and assumption of the Cibolo Canyon Contracts (the “Cibolo Canyon Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (xi) notice letters to the tenants at the Real Property (the “Tenant Notices”) duly executed by Buyer, in substantially the form of Exhibit C attached hereto. Buyer shall promptly deliver the same to all tenants following the Closing and shall provide Sellers with confirmation of such delivery upon Sellers’ request; (xii) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Crown Ridge Real Property to the extent assignable (but excluding any Excluded Assets) (a “Crown Ridge Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xiii) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Canyon Springs Real Property to the extent assignable (but excluding any Excluded Assets) (a “Canyon Springs Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xiv) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cascades I Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cascades I Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xv) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cascades II Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cascades II Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xvi) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cibolo Canyon Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cibolo Canyon Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xvii) all documents relating to each applicable Loan Assumption and required by Existing Lender to effectuate each applicable Loan Assumption (the “Loan Assumption Documents”), which are consistent with the provisions of this Agreement and do not impose any obligation or liability on Buyer that is not expressly contemplated by this Agreement or the applicable Existing Loan Documents, duly executed by Buyer, provided that the delivery in this subsection shall not apply to a particular Loan Assumption if the Lender Consent is not received on or prior to the Closing Date or in the event Buyer elects, in its sole discretion, to forgo the particular Loan Assumption by delivery of a Loan Assumption Rejection Notice in accordance with Section 2.3(d)(ii) or by the delivery of the New Financing Notice referenced in Section 2.3(f); (xviii) a change in responsibility form for the Exxxxxx Aquifer Protection Plan duly executed by Buyer in substantially the form of Exhibit I attached hereto (a “Change in Responsibility Form”) with respect to the Canyon Springs Asset, which Change in Responsibility Form Buyer shall deliver to the following address promptly following the Closing: Exxxxxx Aquifer Protection Plan, Attn: Mx. Xxxx Xxxxxxxxxxx, 10000 Xxxxxx Xxxx, San Antonio TX 78223; (xix) a Change in Responsibility Form with respect to the Cibolo Canyon Asset duly executed by Buyer, which Change in Responsibility Form Buyer shall deliver to the following address promptly following the Closing: Exxxxxx Aquifer Protection Plan, Attn: Mx. Xxxx Xxxxxxxxxxx, 10000 Xxxxxx Xxxx, San Antonio TX 78223; (xx) an Assignment and Amendment Agreement in substantially the form of Exhibit K attached hereto (a “Cascades Assignment and Amendment Agreement”) for the Contract for Marketing of Services for Cascades I with respect to the Cascades I Asset duly executed by Buyer; provided, however, as between Seller and Buyer, Buyer is only assuming the obligations under such Contract for Marketing of Services that arise from and after the Closing; (xxi) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Seniors with respect to the Cascades II Asset duly executed by Buyer; and (xxii) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Duplexes with respect to the Cascades II Asset duly executed by Buyer. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Sellers and Buyer and duly executed by Buyer; and (ii) a separate buyer’s closing statement for each Asset, consistent with the terms of this Agreement (the “Buyer Closing Statement”).

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Deliveries (a) At the Closing, the Blackstone Entities shall deliver or cause to be delivered to the NBCU Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the form attached hereto as Exhibit A; (ii) duly executed counterparts of the Loan Agreement, substantially in the forms attached hereto as Exhibits C-1; (iii) the certificates contemplated by Section 5.2(a)(iii); (iv) payment by wire transfer, to an account designated by NBC Universal in writing no less than three days prior to the Closing Date, of the Guarantee Fee; and (v) all other documents, instruments and writings required to be delivered by the Blackstone Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein. (b) At the Closing, the NBCU Entities shall deliver or cause to be delivered to the Blackstone Entities: (i) duly executed counterparts of the Partners’ Agreement, substantially in the forms attached hereto as Exhibit A; (ii) counterparts of the Loan Agreement, as duly executed by XX Xxxxxx, and the Guarantee Agreement, as duly executed by NBC Universal, substantially in the forms attached hereto as Exhibits C-1 and C-2; (iii) the certificates contemplated by Section 5.3(a)(iii); (iv) payment by wire transfer, to (A) accounts designated by and (B) in the proportion designated by, the Blackstone Entities in writing no less than three days prior to the Closing Date, of the Fee Loan; and (v) all other documents, instruments and writings required to be delivered by the NBCU Entities pursuant to this Agreement and such other documents, instruments and writings as counsel for the Blackstone Entities and the NBCU Entities mutually agree to be reasonably necessary to consummate the transactions described herein.

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

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