Buyer's Performance at Closing Sample Clauses
The "Buyer's Performance at Closing" clause defines the obligations and actions the buyer must fulfill at the closing of a transaction. Typically, this includes delivering payment, signing necessary documents, and providing any required certifications or approvals. By clearly outlining these requirements, the clause ensures that the buyer completes all essential steps for the transaction to be finalized, thereby reducing the risk of misunderstandings or delays at closing.
Buyer's Performance at Closing. At the Closing hereunder, Buyer shall ------------------------------ deliver (or cause to be delivered) the following:
(a) the amount of $5,872,416 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to ▇▇▇▇▇▇▇;
(b) the Buyer Note duly executed by Buyer;
(c) the Security Agreement duly executed by Buyer and the Company;
(d) the Pledge Agreement duly executed by Buyer;
(e) the Guaranty duly executed by the Company;
(f) the Financing Statement duly executed by Buyer;
(g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) of this Agreement, free and clear of any and all claims;
(h) a certificate or certificates evidencing ownership of one hundred percent (100%) of the issued and outstanding shares of the Company's capital stock, with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & ▇▇▇▇▇, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement, free and clear of any and all Claims;
(i) an Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Buyer and Gerrans duly executed by Buyer; ---------
(j) a certified copy of resolutions of Buyer's board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and
(k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions contemplated herein.
Buyer's Performance at Closing. At the Closing:
Buyer's Performance at Closing. At or prior to the Closing hereunder, Buyer shall deliver (or cause to be delivered) to Seller the following, each of which shall be in form and substance reasonably satisfactory to Seller and Seller’s counsel:
(a) the agreements listed in Section 8.4, duly executed; and
(b) such other documents, instruments or certificates as Seller or its counsel shall reasonably request in order to consummate the transactions contemplated herein.
Buyer's Performance at Closing. On the Closing Date at the Closing Place, Buyer shall execute and deliver or cause to be delivered to Seller, in form and substance reasonably satisfactory to Seller: (a) The purchase price as set forth in Paragraph 3 (b) Seller too as reasonably may request such other documents consummate this Agreement and the transactions contemplated hereby.
Buyer's Performance at Closing. At the closing:
Buyer's Performance at Closing. At the Closing, Buyer shall execute ------------------------------ and deliver or cause to be delivered to Seller:
Buyer's Performance at Closing. At or prior to Closing, Buyer and Renex, shall deliver or cause to be delivered to the Company the following:
(a) The cash to close as required in Section 3.1;
(b) a certificate executed by an officer of Buyer and Renex to the effect that all of the representations and warranties made by Buyer and Renex in this Agreement are true and correct as of the Closing Date;
Buyer's Performance at Closing. At or prior to Closing, Buyer shall deliver or cause to be delivered to the Shareholders, the following:
(a) the cash to close as required in Section 3.1(a) herein;
(b) the MWI Common Stock as required in Section 3.1(b);
(c) the Warrants as required in Section 3.1(c);
(d) a certificate executed by the duly authorized officer of Buyer to the effect that all of the representations and warranties made by Buyer in this Agreement are true and correct as of the Closing Date;
(e) written evidence that Buyer's board of directors approved consummation of the transaction; and
(f) an opinion of counsel in form and substance reasonably satisfactory to the Companies and the Shareholders that the representations and warranties of Buyer contained in Article VI are correct as of the Closing Date.
Buyer's Performance at Closing. At Closing, Buyer shall:
(a) Pay and deliver by wire transfer the Purchase Price as shown on the Closing Statement to be attached hereto as Schedule 2.06 (a) at Closing.
(b) Deliver to Seller a Certificate of the Secretary of Buyer stating that this Agreement and other instruments and documents executed in connection herewith have been duly authorized by the Board of Directors of Buyer and setting forth the names, titles, signatures and attesting to the incumbency of those persons authorized to execute this Agreement and the instruments and documents executed in connection herewith. Copies of all resolutions pertaining to such authorization shall be attached to the certificate.
(c) Pay and deliver by wire transfer the amount representing Seller's cost for the concession inventory (if known) located in the Theatres, the amount of security deposits and prepaid expenses (if known at Closing) for which Buyer shall benefit after Closing, and the amount of Pett▇ ▇▇▇h in the Theatres. In the event Seller's cost for the concession inventory and the amount of any prepaid expenses is not known at Closing, same shall be paid as soon as determined.
(d) Deliver to Seller the Lease and Continuing Contracts Acceptance and Assumption Agreement whereby Buyer assumes Seller's obligations under the Leases and Continuing Contracts, in form and substance substantially as set forth on Exhibit L attached hereto.
Buyer's Performance at Closing. At Closing, Buyer shall:
(a) Pay and deliver by wire transfer the Purchase Price as shown on the Closing Statement attached hereto as Schedule 2.06 (a).
(b) Deliver to Seller a Certificate of the Secretary of Buyer stating that this Agreement and other instruments and documents executed in connection herewith have been duly authorized by the Board of Directors of Buyer and setting forth the names, titles, signatures and attesting to the incumbency of those persons authorized to execute this Agreement and the instruments and documents executed in connection herewith. Copies of all resolutions pertaining to such authorization shall be attached to the certificate.