Closing Obligations of Purchaser Sample Clauses

The 'Closing Obligations of Purchaser' clause defines the specific actions and responsibilities that the buyer must fulfill at the closing of a transaction. This typically includes delivering payment, signing necessary documents, and providing any required certifications or approvals. By clearly outlining these requirements, the clause ensures that the purchaser is fully prepared to complete the transaction, thereby facilitating a smooth and enforceable closing process.
Closing Obligations of Purchaser. The obligations of the Stockholder and the Subsidiaries hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Stockholder in its sole discretion):
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Closing Obligations of Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) the Purchase Price (provided that, the Purchaser may deliver stock certificates for the Acquisition Shares within 5 business days of the Closing) and the payments to be made for the pro-rated month of July, 2012 pursuant to the Lease and the Transition Services Agreement, by check or wire transfer to the account designated by Seller, in immediately available funds; (b) an instrument evidencing Purchaser's undertaking and assumption of the Assumed Liabilities executed by Purchaser; (c) the License Agreement executed by Purchaser; (d) the Non-Competition and Non-Solicitation Agreement executed by Purchaser; (e) the Lease executed by Purchaser; (f) the Transition Services Agreement executed by Purchaser; (g) the Employment Agreements executed by Purchaser; (h) such other certificates and documents as may be called for under this Agreement.
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Closing Obligations of Purchaser. At the Closing, Purchaser shall deliver: (a) To Seller, the Escrow Agent and the Persons described in Section 2.2, as applicable, the portion of the Purchase Price (subject to the matters described in Sections 2.1 and 2.3) required to be paid at the Closing pursuant to Section 2.2, by wire transfer in immediately available funds; (b) To Seller, the Escrow Agreement duly executed by Purchaser and the Escrow Agent; (c) The Consulting Agreement, duly executed by Purchaser; and (d) Such other certificates and documents as may be called for under this Agreement or as Seller shall reasonably request.
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Closing Obligations of Purchaser. At the Closing, Purchaser shall deliver to Seller [i] the Purchase Price and [ii] one or more instruments reasonably satisfactory with the Seller assuming the Assumed Liabilities, including, without limitation, an instrument of assignment and assumption of each of the Contracts (the "Assignment and Assumption Agreement").
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Closing Obligations of Purchaser. On or before Closing the City shall deliver to the Escrow Agent the following: 4.4.1 The Purchase Price, in all cash. [Seller shall receive net proceeds in the amount of $162,000]. 4.4.2 A Closing Statement in form and content reasonably satisfactory to the parties. 4.4.3 Buyer shall prepare a deed restriction (in substantially the form attached hereto as Exhibit B). 4.4.4 Any other documents necessary to effect the transaction contemplated in this Agreement. 463473.11363944'0002 -3-
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Closing Obligations of Purchaser. At or prior to Closing: (a) The Deposit shall have been wired into the Attorney Client Trust Account of ▇▇▇▇▇ ▇▇▇▇▇▇ & Partners LLP, to be held in trust for Seller Company. In the event the Agreement is terminated by either Purchaser or Company Parties on or prior to the Closing Date, such Deposit shall be refunded to Purchaser within seven (7) days of termination of the Agreement. On the Closing Date, if this Agreement has not been terminated by either Purchaser or Company Parties, such Deposit shall become the first installment of the Purchase Price, with the balance to be paid in five (5) quarterly installments of $25,000.00 (“Installment Payments”) due on April 1, 2015, July 1, 2015, October 1, 2015, January 1, 2016 and April 1, 2016. Notwithstanding anything to the contrary, such Installment Payments shall be accelerated by the amount of administrative fees paid by any EB-5 investor(s) until the remaining balance is paid in full. (b) Resolutions duly adopted by the Board of Directors of Purchaser approving the execution, delivery and performance of this Agreement and Transaction Documents; and (c) Such other documentation as Company Parties may reasonably request in connection with the transaction contemplated hereby.
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Closing Obligations of Purchaser. On the Closing Date, Purchaser shall deliver to Selling Parent the following: (a) a certificate evidencing the shares of Purchaser Common Stock that Selling Parent is entitled to receive in accordance with Section 2.1 (bearing the legend referred to in Section 3.14); (b) [omitted]; (c) [omitted]; (d) a certificate of Purchaser certifying the accuracy of its warranties and representations as of the Closing Date and that they have performed and complied with all of the terms, conditions, and provisions to be performed and complied with by them pursuant to this Agreement, and certifying certain corporate matters, together with the attachments referred to in the certificate; and (e) such other matters that Selling Parent reasonably requests.
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Related to Closing Obligations of Purchaser

  • Obligations of Purchaser The obligations of the Purchaser under this Receivables Purchase Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Closing Obligations At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, B▇▇▇ of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

  • Purchaser’s Closing Obligations On the Closing Date, Purchaser, at its sole cost and expense, will deliver the following items to Seller at Closing as provided herein: (a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3; (b) A counterpart original of the Assignment of Leases, duly executed by Purchaser; (c) A counterpart original of the Assignment, duly executed by Purchaser; (d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so; (e) Written notice, in the form of Exhibit K, executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the "Tenant Notice Letters"); (f) A counterpart original of the Closing Statement, duly executed by Purchaser; (g) Counterpart originals of the transfer tax declarations, each duly executed by Purchaser; (h) A certificate, dated as of the date of Closing, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein) or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.2(c). If, despite changes or other matters described in such 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 such certificate; (i) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

  • Obligations of Buyer In connection with the registration of the Registrable Securities, Buyer shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company, Buyer shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

  • Conditions to Obligations of Purchaser The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):