Buyer’s Obligations at Closing. At Closing, Buyer shall:
Buyer’s Obligations at Closing. Buyer shall deliver to Seller at closing: (i) a certified or cashier's check for the cash portion of the purchase price provided for in Section 2.3; (ii) the Note and security Agreement provided for in Section 2.3; and (iii) evidence of the shares of Common Stock provided for in Section 2.3.
Buyer’s Obligations at Closing. At Closing, Buyer shall deliver to Seller (or to the Title Company acting as the closing escrow agent) the balance of the Purchase Price subject to the adjustments and prorations set forth in this Agreement, together with counterpart executed originals of any Seller’s Closing Documents that may require Buyer’s signature, as applicable.
Buyer’s Obligations at Closing. At Closing, Buyer shall deliver to Seller the Purchase Price in cash or other immediately available funds, all Xxxxxxx Money being credited thereto. Buyer shall also execute and deliver to Seller the closing settlement statement and other instruments as Title Company may reasonably require to evidence Buyer’s authority for the consummation of the transactions contemplated hereby.
Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller or cause to be delivered to Seller, unless waived by Seller, the following:
16.3.1 The Closing Purchase Price owed by Buyer, by wire transfer of immediately available funds to the account designated pursuant to Section 16.1;
16.3.2 four (4) originals of the Assignment and Xxxx of Sale referred to in Section 16.2.1 executed by an Authorized Officer of Buyer, and acknowledged;
16.3.3 four (4) originals of the Deed, executed by an Authorized Officer of Buyer, and acknowledged;
16.3.4 four (4) originals of the Transition Services Agreement executed by an Authorized Officer of Buyer or its Affiliate;
16.3.5 four (4) originals of an assignment of the contracts, if any, listed on Schedule 16.2.4 that are held in the name of an Affiliate of Seller executed by an Authorized Officer of such Affiliate;
16.3.6 four (4) originals of the Certificate executed by an authorized officer or an Authorized Officer of Buyer;
16.3.7 four (4) originals of certificates of the Secretary or Assistant Secretary of Buyer, dated on the Closing Date, certifying (i) that a true and correct copy HOUSTON 1139976v.13 of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in full force and effect; (ii) that true and correct copies of the articles of incorporation, bylaws or other governing documents of Buyer and all amendments thereto are attached thereto; and (iii) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewith;
16.3.8 if Buyer qualifies for any exemptions described in Section 6.3.2, four (4) originals of an exemption certificate, if required by state law, releasing Seller from collecting Sales Tax on otherwise taxable items; and
16.3.9 such other instruments and agreements (including any required ratification or joinder instruments required to transfer the Properties from Seller to Buyer) as necessary or appropriate to comply with Buyer’s obligations under this Agreement.
Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller :
(a) certificates representing the Shares as specified in paragraph 2;
(b) certified resolutions of Buyer’s board of directors authorizing the execution and performance of this Agreement and all actions to be taken by Buyer under this Agreement.
Buyer’s Obligations at Closing. At or prior to the Closing, Buyer shall deliver to Sellers or Title Company, as the case may be, the following items (“Buyer’s Closing Items”), in form and substance reasonably satisfactory to Sellers:
(A) Subject to the adjustments provided for in this Contract, the balance of the Purchase Price;
Buyer’s Obligations at Closing. At the Closing, Buyer shall:
(a) pay to the Seller the amount of the Base Cash Amount and the Adjusted Cash Amount in the manner set forth in Section 1.3, plus any other fees, costs, expenses and amounts set forth as Buyer’s obligations in Section 4.4 and Section 4.5;
(b) join Seller in the execution of the Assignment and Assumption of Leases;
(c) join Seller in the execution of the Assignment and Assumption of Contracts;
(d) join Seller in the execution of the Assignment and Assumption of Warranties and Guaranties;
(e) join Seller in the execution of the Assignment of Licenses and Permits;
(f) deliver to the Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer;
(g) deliver certificates in the names of the Electing Members to the Seller representing the OP Units; and
(h) deliver such additional documents as shall be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement.
(i) deliver such documents as may be reasonably required by the Lender in issuing its approval of Buyer’s assumption of the Existing Indebtedness.
Buyer’s Obligations at Closing. At, or prior to Closing, Buyer shall:
(a) pay to Seller through Escrow the full amount of the Purchase Price (due credit shall be given for the Deposit as provided herein), as increased or decreased by prorations and adjustments as herein provided in immediately available wire transferred funds pursuant to Section 1.4 hereof;
(b) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Contracts and Intangibles;
(c) if any representation or warranty of Buyer needs to be modified due to changes since the Effective Date, deliver to Seller a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”), dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.3 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty set forth in Section 5.3 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing, and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty shall, if materially adverse to Seller, as determined by Seller in Seller’s reasonable good faith business judgment, constitute the non-fulfillment of the conditions set forth in Section 4.9(c) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Buyer’s Closing Certificate, the Closing occurs, Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate;
(d) deliver to the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer;
(e) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Leases;
(f) execute and deliver a closing statement acceptable to Buyer through Escrow;
(g) perform and satisfy a...
Buyer’s Obligations at Closing. Contemporaneously with the performance by Seller of its obligations at Closing, Buyer shall:
(1) Execute and deliver to Seller a closing statement setting forth the Purchase Price, adjustments, proration’s and closing costs as set forth herein; and
(2) Execute and deliver such other documents as may be required by this Agreement.
