Closing Deliveries by Purchaser Clause Samples

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver the Consideration to the Sellers by wire transfer of immediately available funds in United States dollars to such account or accounts as the Sellers may direct by written notice to Purchaser.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) The payments to be delivered by Purchaser pursuant to Section 2.4; (b) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to: (i) the certificate of incorporation of Purchaser (or similar organizational document), as certified by the Secretary of State of the state of organization of Purchaser not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the Board of Directors (or similar governing body) of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Purchaser; (c) A certificate of the Secretary of State of the state of organization of Purchaser, as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of Purchaser in such state; (d) The certificate, dated the Closing Date, executed by an officer of Purchaser, required by Section 10.2; (e) The Employment and Non-Compete Agreement as executed by the Company; (f) The Escrow Agreement as executed by Purchaser; (g) The Transition Services Agreement as executed by the Company; (h) The Facility Lease as executed by the Company; and (i) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement, including the documents to be delivered pursuant to Article X.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to (or at the direction of) Seller: (a) the Cash Payment; (b) the Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (c) the Trademark Assignment, duly executed by ▇▇▇▇▇▇▇▇▇; and (d) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Purchaser certifying that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.

Closing Deliveries by Purchaser. Purchaser shall deliver or cause to be delivered to Seller the following items at the Closing: (i) the Purchase Price; (ii) a certificate duly executed by a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(b) and 7.3(c); (iii) counterparts of the General Assignment and Assumption, duly executed by Purchaser and dated as of the Closing Date; (iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date; (v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date; (vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”); and (vii) all such other instruments of assumption reasonably requested by Seller or CREC, in form reasonably satisfactory to Purchaser and CREC, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with the terms hereof.

Closing Deliveries by Purchaser. Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at the Closing, Purchaser shall deliver, or cause to be delivered to Seller: (a) by wire transfer in immediately available funds to a bank account or bank accounts of Seller designated by written notice to Purchaser at least two Business Days before the Closing, an amount in U.S. dollars equal to the cash portion of the Purchase Price payable at the Closing pursuant to Section 2.2 hereunder (without reduction or setoff of any kind); (b) a receipt for the Shares; (c) the certificate required to be delivered pursuant to Section 8.1(a); (d) copies of the certificate of incorporation of Purchaser certified as of a recent date by the Secretary of State of the State of Missouri; (e) certificate of good standing of Purchaser issued as of a recent date by the Secretary of State of the State of Missouri; (f) certificate of the Secretary or Assistant Secretary of Purchaser, dated the Closing Date, as to (i) no amendments to the certificate of incorporation of Purchaser since a specified date; (ii) the by-laws of Purchaser; (iii) the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Purchaser executing this Agreement; and (g) in the event a Triggering Event (that would have the effect of requiring the full payment of the Escrow Funds had the Escrow Agreement been entered into prior to such Triggering Event) has not occurred prior to the Closing Date, the Escrow Agreement, duly executed by Purchaser.

Closing Deliveries by Purchaser. At each Closing, Purchaser shall deliver to Seller: (a) the Closing Purchase Price; (b) an assignment and assumption agreement with respect to the applicable Interest duly executed by Purchaser, substantially in the form attached hereto as Exhibit B; (c) (i) a certificate, dated as of the applicable Closing Date and executed by an authorized officer of Purchaser substantially in the form attached as Exhibit C-2, (ii) a certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit D and (iii) an incumbency certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit E; and (d) all other previously undelivered certificates, agreements and other documents required by this Agreement, including paragraph 2 of Part IV of the applicable Acquired Companies Annex, to be delivered by Purchaser at or prior to the applicable Closing.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller: (a) An amount in cash equal to the Estimated Purchase Price, in immediately available funds, to one or more accounts that have been designated by Seller at least two (2) Business Days prior to the Closing Date; (b) Duly executed counterparts of each of the Ancillary Agreements to which Purchaser or any of its Affiliates is a party; (c) The certificate to be delivered pursuant to Section 8.3(c); (d) Evidence of the Purchaser Required Governmental Approvals; and (e) Secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents, and such other customary instruments of transfer or assumption, in each case in form and substance reasonably satisfactory to Seller, as may be reasonably required to give effect to this Agreement and the Ancillary Agreements.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver: (a) a counterpart of the Assignment Agreement duly executed by Purchaser; (b) to Seller, a counterpart of the WSOP License Agreement duly executed by Playtika; (c) to Seller, a counterpart of the Patent License Agreement duly executed by Playtika; (d) to Seller, the portion of the Estimated Adjusted Purchase Price payable under Section 2.02 and allocated to Seller in the Estimated Closing Statement, by wire transfer of immediately available funds to the account or accounts designated by Seller in writing prior to the Closing; (e) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the Optionholders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Optionholder; (f) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to the RSU Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07) to each such RSU Holder; (g) to the Designated Payor(s) as determined pursuant to Section 2.07, the portion of the Estimated Adjusted Purchase Price payable directly to such Warrant Holders in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account(s) designated by Seller or such Designated Payor(s) in writing prior to the Closing for payment by the Designated Payor(s) as determined pursuant to Section 2.07 to each such Warrant Holder; (h) to the Section 102 Trustee, the portion of the Purchase Price payable under Section 2.02 and allocated to such holders of Section 102 Securities and Section 3(i) Securities in the Estimated Closing Statement, if any, by wire transfer of immediately available funds to the account designated by the Section 102 Trustee in writing prior to the Closing for payment to each such holder in accordance with applicable Laws and the Section 102 Ruling, if obtained; (i) to Seller, a true and complete copy, certified by the secretary of Purchaser, of the ...

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) an original of each Transaction Document to which Purchaser is a party, duly executed by Purchaser; (b) the payments described in Section 2.4(a)(ii), (iii), and, if applicable, (iv); and (c) the certificates and other documents required to be delivered pursuant to Section 6.1.