Purchaser’s Obligations at Closing. At Closing, Purchaser shall:
(a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein;
(b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests;
(c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate;
(d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser;
(e) deliver an executed counterpart to the Closing Statement; and
(f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
Purchaser’s Obligations at Closing. At Closing, Purchaser shall deliver to Seller the following:
Purchaser’s Obligations at Closing. At the closing, Purchaser shall deliver to Seller the purchase price in cash.
Purchaser’s Obligations at Closing. At the Time of Closing, the Purchaser shall:
(a) deliver to the Vendor and the Vendor’s nominees a release by the Purchaser and the Purchaser’s nominees in their respective capacities as a director, officer and shareholder of the Corporation of their respective claims against the Vendor and the Vendor’s nominees in their respective capacities as a shareholder, director or officer of the Corporation, except for any claims which may arise out of the transaction of purchase and sale herein contemplated; and
(b) cause the Corporation to deliver to the Vendor and the Vendor’s nominees a release by the Corporation of all its claims against the Vendor or the Vendor’s nominees with respect to any matter or thing arising as a result of the Vendor or the Vendor’s nominees being a shareholder, director, officer or employee of the Corporation, as the case may be.
Purchaser’s Obligations at Closing. At Closing, Purchaser shall:
(a) pay to Seller the full amount of the Purchase Price as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”;
(b) deliver to Seller a duly executed original counterpart of the Conveyance Document;
(c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable;
(d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and
(e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
Purchaser’s Obligations at Closing. Except as set forth to the contrary in Section 1.5 above, not later than one (1) business day prior to Closing, Purchaser shall deliver to Title Company:
(a) the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, in immediately available wire transferred funds pursuant to Section 1.5 hereof, it being agreed that at Closing the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price;
(b) four (4) duly executed counterparts of the instruments described in Sections 4.2(b), 4.2(c) and 4.2(d) hereof and one (1) duly executed counterpart of each of the instruments described in Section 4.2(f) hereof;
(c) such evidence as Seller’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and
(d) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
Purchaser’s Obligations at Closing. Subject to the terms, conditions, and provisions hereof, and contemporaneously with the performance by Seller of its obligations under Section 10 above, Purchaser shall:
Purchaser’s Obligations at Closing. Contemporaneously with the performance by Seller of its obligations set forth in Section 3.02 above, Purchaser shall do the following at the Closing:
a. Pay to Seller (or cause the Title Company to pay to Seller) the Purchase Price as provided in Section 1.02 above.
b. Deliver such organizational and authority documents of Purchaser as the Title Company may reasonably require in connection with the Closing.
c. Execute and deliver such other documents as the Title Company may reasonably require in connection with the Closing including, without limitation, a closing statement.
Purchaser’s Obligations at Closing. At Closing, Purchaser shall:
(a) pay to Seller the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof;
(b) join Seller in execution of the Assignment of Leases, Assignment of Contracts and Lease Termination;
(c) deliver to Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser;
(d) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser;
(e) execute a closing statement acceptable to Purchaser; and
(f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
Purchaser’s Obligations at Closing. In addition to delivery of the balance of the Purchase Price as described in Section 2.2., Purchaser shall execute and deliver the following to Seller at Closing:
(a) Such affidavits, instruments or agreements that may be required by the Title Company in its issuance of the policy of title insurance pursuant to the Title Commitment.
