Xxxxx’s Deliveries at Closing Sample Clauses

Xxxxx’s Deliveries at Closing. At the Closing, Xxxxx shall deliver to Seller the Purchase Price, less credits and prorations provided for in this Agreement, and a closing statement duly executed by Xxxxx, setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by Xxxxx and Seller.
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Xxxxx’s Deliveries at Closing. At the Closing, Xxxxx shall deliver to Title Company for delivery to Seller, the following:
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Xxxxx’s Deliveries at Closing. At Closing, Donee shall deliver any documents required by this Agreement or reasonably requested by Title Company.
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Xxxxx’s Deliveries at Closing. At Closing, Donor shall: Execute and deliver a Limited Warranty Deed for the Property (the “Deed”) conveying marketable fee title to the Property to Donee, subject to the following exceptions: ‐ Real estate taxes not yet due and payable; ‐ Drainage and utility easements as shown on the recorded plat of FIVE AND TWO EIGHTY FOUR BUSINESS PARK; and ‐ Permanent Right‐of‐Way Easement filed April 6, 2015 as Document No. 607954. The Deed shall also certify Donor does not know of any xxxxx on the Property. Execute and deliver an appropriate Minnesota Uniform Conveyancing Form Affidavit (Form 50.1.2 / 50.1.3) to Title Company and Donor. Execute and deliver a non‐foreign affidavit pursuant to Section 1445(b)(2) of the Internal Revenue Code to Title Company and Donor. Execute and deliver appropriate federal income tax reporting forms and standard closing assurances to Title Company. Deliver any other documents required by this Agreement or reasonably requested by Title Company.
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Xxxxx’s Deliveries at Closing. At closing Buyer shall deliver or cause to be delivered to Seller:
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Xxxxx’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Sellers: (i) the first installment of the Cash Payment as described in Section 1.2(a)(i) above; (ii) share certificate(s) for the transfer of the first installment of Consideration Shares as described in Section 1.2(b)(i); (iii) the Buyer’s Closing Certificate duly executed by the Buyer and (iv) Such other documents and instruments as Sellers shall deem reasonably necessary to effect the transactions contemplated hereby.
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Xxxxx’s Deliveries at Closing. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller: (i) the First Cash Payment, as described in Section 1.2(a)(i); (ii) the Promissory Note, duly executed by the Buyer; (iii) share certificate(s) or other instrument(s) for the issuance of the Consideration Shares as described in Section 1.2(b); (iv) the Buyer’s Closing Certificate duly executed by the Buyer; (v) a duly-executed Xxxxxxx Consulting Agreement, if entered into with the Buyer; (vi) duly-executed Service Provider Agreements, if entered into with the Buyer; (vii) such other documents and instruments as the Seller shall deem reasonably necessary to effect the transactions contemplated hereby.
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Xxxxx’s Deliveries at Closing. On the date of Closing, Buyer shall: (i) deliver at the Closing the Purchase Price for the Property (plus any additional funds necessary to pay Buyers’ share of closing costs and prorations, minus any credits granted to Buyer as set forth herein) in immediately available funds; and (ii) sign the Closing Statement.
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Related to Xxxxx’s Deliveries at Closing

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Closing Deliveries (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

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