Closing Deliveries of Purchaser Sample Clauses

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company): (a) the Cash Amount in accordance with Section 1.8; (b) the Transition Agreement, executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser; (g) a certificate of good standing of Purchaser issued by the Delaware Secretary of State; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed by Purchaser; and (l) the Intellectual Property Assignment and Assumption Agreement, executed by Purchaser.

Closing Deliveries of Purchaser. Seller will have received from Purchaser the following items: (i) the Purchase Price (after application of the Deposit as provided in Section 2.1), after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 2.4, together with any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.10); (ii) a counterpart original of the Lease Assignment, duly executed by Purchaser; (iii) a counterpart original of the Contract Assignment, duly executed by Purchaser; (iv) a counterpart original of the Intellectual Property Assignment, duly executed by Purchaser; (v) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease Assignment, duly executed by Purchaser; (vii) a counterpart original of the ▇▇▇▇▇▇▇ Assignment, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c); (viii) any certificates or similar documents, if any, required by a Governmental Entity in connection with the sale of the Properties; (ix) a counterpart original of the Closing Statement duly executed by Purchaser; and (x) a counterpart original of the Billboard Assignment, duly executed by Purchaser.

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated in writing by Seller.

Closing Deliveries of Purchaser. The obligations of Seller to effect the Share Purchase and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Seller, at or prior to the Closing, of each of the following conditions:

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver (or cause to be delivered) to Seller all of the following: (a) the Purchase Price by wire transfer of immediately available funds to an account designated by Seller; (b) two (2) originals of the Delivery Certificate duly executed by Purchaser; (c) a certificate of an executive officer of Purchaser, dated the Closing Date, certifying as to the fulfillment of the conditions specified in Sections 9.1 and 9.2; and (d) a certificate of the Secretary of Purchaser, dated the Closing Date, setting forth the resolutions of the Board of Directors of Purchaser approving this Agreement, the Ancillary Agreements and all other documents contemplated hereby and thereby, and authorizing the transactions contemplated hereby and thereby.

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Sellers: 9.3.1 a b▇▇▇ of sale, for the Target Assets, duly executed by Purchaser and any other documents, instruments and writings (either executed counterparts or otherwise) required or reasonably requested by Sellers to be delivered by Purchaser pursuant to this Agreement for Sellers to transfer and assign the Target Assets and Assumed Liabilities to Purchaser and for Purchaser to assume the Target Assets and Assumed Liabilities, each in form and substance reasonably satisfactory to Sellers and Purchaser; 9.3.2 a copy, certified by an authorized officer of Purchaser to be true, complete and correct as of the Closing Date, of the resolutions of Purchaser, authorizing and approving the transactions contemplated hereby; 9.3.3 the certificate required by Section 8.1, duly executed by an officer of Purchaser; 9.3.4 the Transition Services Agreement, duly executed by Purchaser; and 9.3.5 the Closing Payment and, to the extent not already paid, the Assumed Cure Amounts.

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller the following: (a) A certificate of a duly authorized officer of the Purchaser, certifying (i) that attached copies of Purchaser’s charter documents and by-laws are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of this Agreement and the other Transaction Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Agreement and the Transaction, and (iii) to the title, name and signature of each Person authorized to sign this Agreement and any Transaction Document. Seller may conclusively rely on this certificate until it is otherwise notified by the Seller in writing. (b) An executed Assignment and Assumption Agreement. (c) Executed other Transaction Documents to which Purchaser is a party. (d) The Purchase Price, as adjusted in accordance with Section 2.3 hereof, and net of any amounts owed to Purchaser by Seller as provided herein.

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) Promissory Note. The Promissory Note as set forth in Section 2; (b) ▇▇▇▇ of Sale. The ▇▇▇▇ of Sale, duly executed by Purchaser; and (c) Other Documents. Such other documents or instruments as Seller may reasonably request.

Closing Deliveries of Purchaser. The obligation of Purchaser and HC to consummate the transactions contemplated by this Agreement shall be subject to the delivery, prior to or at Closing, of each of the following by Purchaser (the delivery of any or all of which may be waived by HC in its sole discretion): a. The first payment of the Purchase Price as described in Section 6 of this Agreement; and b. Documentation evidencing closing on the ▇▇▇▇▇ Cultivation.