Purchaser’s Deliveries Sample Clauses
The "Purchaser’s Deliveries" clause outlines the specific documents, payments, or other items that the purchaser is required to provide to the seller at closing or at other designated times under the agreement. Typically, this may include the delivery of executed contracts, payment of the purchase price, proof of authority to enter into the transaction, or any other documentation necessary to complete the deal. The core function of this clause is to clearly define the purchaser’s obligations regarding what must be delivered and when, thereby ensuring a smooth and enforceable transaction process.
Purchaser’s Deliveries. At or before the Closing, the Purchaser shall deliver or cause to be delivered the following items and documents to the Sellers, with each such document to be effective as of the Closing:
(a) a certificate executed on behalf of the Purchaser representing and certifying that the conditions set forth in Section 6.2 have been fulfilled;
(b) an assignment and assumption of the Retail Master Lease and the Retail Leaseback to and by the Purchaser, duly executed by the Purchaser (unless the Sellers make the Section 2.2(b) Election);
(c) the Assignment and Assumption Agreement, duly executed by the Purchaser;
(d) an assignment of intangible property to transfer the Purchased Assets which are intangible property to the Purchaser (or its permitted assign(s)) free and clear of all Encumbrances, other than Permitted Encumbrances, duly executed by the Purchaser;
(e) an assignment of each of the transferable Permits in favor of the Purchaser or its designee, duly executed by the Purchaser, together with any other additional documents or instruments required to effect, record or consummate such transfer of each such Permit;
(f) the Closing Cash Payment pursuant to Section 2.4(b)(ii), by wire transfer of immediately available funds, to one or more bank accounts designated in the direction delivered pursuant to Section 7.2(l);
(g) evidence that the Purchaser has obtained the approval of its Board of Directors (or similar governing body) and of its equityholders in respect of the transactions contemplated by this Agreement, in each case to the extent such approval required;
(h) a letter from Purchaser, in its capacity as “Administrative Agent” (as defined in the DIP Facility), confirming that the Sellers have been released from the Obligations as contemplated by Section 2.4(b)(iii); and
(i) all other documents which are required or which the Sellers have reasonably requested before the Closing to give effect to the transactions contemplated by this Agreement, including the proper assumption of the Assumed Liabilities by the Purchaser.
Purchaser’s Deliveries. Purchaser shall have delivered to or for the benefit of Seller, on or before the Closing Date, all of the documents and payments required of Purchaser pursuant to Sections 7.3 and 7.4 hereof.
Purchaser’s Deliveries. At the Closing, Purchaser shall deliver the following to Seller:
Purchaser’s Deliveries. All of the Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller at Closing.
Purchaser’s Deliveries. At closing and contemporaneously with the Seller's compliance with the provisions of Section 7.2, Purchaser shall:
(A) Pay to Seller the cash portion of the purchase price, adjusted for the prorations herein provided for in Article IV.
(B) Execute and deliver an assumption of obligations under leases, securities, any contracts which may be accepted by the Purchaser and any other obligations specifically set forth herein.
(C) Deliver to the Seller a resolution of the Purchaser that:
(i) This Agreement has been duly authorized, executed and delivered by the Purchaser and is a valid and binding agreement of Purchaser, and
(ii) Purchaser has complete unrestricted power to buy the Property from the Seller and to execute any documents required to effectuate the transfer.
Purchaser’s Deliveries. Purchaser shall, at or before the Closing, deliver to Escrow Agent each of the following:
Purchaser’s Deliveries. At Closing, the Purchaser shall pay, deliver or cause to be delivered to the Seller, as appropriate, the following:
(a) The Purchase Price in the manner set forth in Section 2.5 hereof.
(b) The Assignment and Assumption Agreement.
(c) Any other document or instrument reasonably requested by the Seller or required hereby.
Purchaser’s Deliveries. At or prior to the Closing, Purchaser shall deliver the following items pursuant to customary closing escrow arrangements reasonably satisfactory to Seller and Purchaser:
8.3.1 By wire transfer of immediately available federal funds, the Adjusted Purchase Price, less the outstanding balance (including accrued and unpaid interest) of the Assumed Loans;
8.3.2 Duly executed counterparts of each of the Assignments of Intangibles, Assignments of Leases and Bills of Sale (and Tenant Notices where required);
8.3.3 Such evidence or documents as may reasonably be required by Title Company evidencing the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the purchase of the Properties, and in any event copies of Purchaser's legal existence certificate from the State of Delaware and appropriate votes and authorizations to enter into and close the transactions contemplated in this Agreement;
8.3.4 A duly executed original counterpart of a closing statement in accordance herewith;
8.3.5 Duly executed counterparts of the Assumed Loan Lender Consent Documents required to be signed by Purchaser;
8.3.6 Duly executed counterparts of the Assignment and Assumption of Interests Agreement; and
8.3.7 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Purchaser’s Deliveries. At the Closing on the Closing Date, subject to the terms and conditions set forth in this Agreement, Purchaser shall make the following deliveries to Seller and the Owners:
(a) Evidence of written authorization to Purchaser’s transfer agent to issue certificates representing the Merger Shares to the Owners pursuant to this Agreement;
(b) A certificate, dated as of the Closing Date, executed by the President of Purchaser, certifying to resolutions of the Board of Directors and stockholders of Purchaser approving and authorizing the execution, delivery and performance by Purchaser of this Agreement and each of the agreements to be executed and delivered by Purchaser at the Closing and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing any document or instrument on behalf of Purchaser).
(c) A certificate, dated as of the Closing Date, executed by the President of Merger Sub, certifying to resolutions of the Board of Directors and stockholder of Merger Sub approving and authorizing the execution, delivery and performance by Merger Sub of this Agreement and each of the agreements to be executed and delivered by Merger Sub at the Closing and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing any document or instrument on behalf of Merger Sub).
(d) A Certificate of Good Standing for Purchaser and each Subsidiary from the secretary of state of the state of its organization, dated as of a date not earlier than 30 days prior to the Closing Date;
(e) A certificate, dated as of the Closing Date, executed by the President of Purchaser, to the effect that the representations and warranties made by Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as such date, and that Purchaser has performed and complied in all material respects with all of the terms, covenants and conditions set forth in this Agreement that are to be performed or complied with by it before or as of the Closing Date;
(f) The Indemnification Agreements, duly executed by Purchaser;
(g) An opinion of Purchaser’s counsel substantially in the form of Exhibit E; and
(h) All other items or documents reasonably necessary or appropriate under this Agreement.
Purchaser’s Deliveries. Purchaser shall have delivered to Seller or deposited with Escrow Agent in the Closing Escrow for the benefit of Seller, all of the Closing Documents and other items set forth in Section 9.4.