Deliverables by Purchaser Clause Samples

Deliverables by Purchaser. At Closing, Purchaser (or Holdings as the case may be) will execute and/or deliver all of the following ("Purchaser Closing Deliverables"): (a) cash funds in accordance with Section 2.1; (b) the Assignment and Assumption Agreement; (c) the Shares; (d) the Registration Rights Agreement in the form attached hereto as Exhibit 3.3(d) (the "Registration Rights Agreement"); (e) the Option Agreement in the form attached hereto as Exhibit 3.2(e); (f) the Lock-Up Agreement executed by Holdings in the form attached hereto as Exhibit 3.2(g) ; (g) Purchaser's signature to all SNDAs provided by Seller; (h) certified copies of resolutions evidencing Purchaser's and Holdings' authority to enter into this Agreement and to execute and deliver the items specified in this Agreement (collectively the "Purchaser Resolutions"); (i) the Escrow Agreement; and (j) the Closing Statement in a form reasonably agreed to by Seller and Purchaser.
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Deliverables by Purchaser. At the time of closing on the Closing Date, the Purchasers shall: a) deliver to the Selling Party the Sale Price, subject to section 7.7; b) deliver to the Selling Party and its Principal, as the case may be, a release by the Purchasers and their Principals, as the case may be, of all claims against each of the Selling Party and its Principal in its capacity as a Shareholder and his capacity as an officer. director and employee of the Corporation, with respect to those matters which any of the Purchasers or their Principals knew or ought to have known in their capacity as Shareholders , Directors, or officers of the Corporation, or as a Party to this Agreement , except for any claims which may arise out of the transactions of purchase and sale herein contemplated ; c) cause the Corporation to deliver to each of the Selling Party and its Principal as the case may be, a release by the Corporation of all its claims against the Selling Party and its Principal with respect to any matter or thing which the books and records of the Corporation reflect or which was done in the ordinary course of the Corporation's business and arising as a result of the Selling Party being a Shareholder, or its Principal being a Director, officer or employee of the Corporation, as the case may be; and, d) utilize their reasonable best efforts themselves , or through the Corporation or the remaining Shareholders to attempt to secure and deliver to the Selling Party and its Principal and any Person related thereto who has guaranteed or assumed any obligation whatsoever in respect of the Corporation, a full release from all such guarantees and obligations in a form reasonably satisfactory to the Selling Party's counsel, and the Purchasers shall provide such personal undertakings and other security as may reasonably be required to secure such release. In the event the Purchasers are unable to so secure such release, they shall provide the Selling Party, its Principal or such other Person with their joint and several indemnity in respect of the outstanding guarantee and/or obligations, together with security for such indemnity in a form suitable to the Selling Party.
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Deliverables by Purchaser. Purchaser shall have complied in all respects with the provisions of Section 2.8(b).
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Deliverables by Purchaser. At the Settlement Closing, Purchaser will deliver or cause to be delivered the following documents and deliverables (the “Purchaser Deliverables”): (a) the Assignment and Assumption Agreements duly executed by Purchaser; (b) payment of the Alterna Purchase Price to Alterna; (c) payment of the LDVF1 Purchase Price to LDVF1; (d) evidence, in form reasonably satisfactory to Sellers, of Purchaser’s receipt of all approvals from Governmental Authorities required to be obtained by Purchaser in connection with the transactions contemplated hereby; (e) certificates signed by the secretary of Purchaser (i) attaching all resolutions of the governing body of Purchaser relating to the sale of the Beneficial Interests and the transactions contemplated hereby and (ii) certifying as to the incumbency of the person or persons authorized to execute and deliver such documents as will be executed and delivered on behalf of Purchaser at the Settlement Closing; (f) certificates from a duly authorized representative of Purchaser certifying that each representation and warranty of Purchaser contained in this Agreement, in the Exhibits attached hereto, and in all certificates and documents delivered by Purchaser to Sellers pursuant to this Agreement are true and accurate in all material respects on and as of the Settlement Closing Date; and (g) such certificates, other documents and instruments as Sellers or their counsel may reasonably require in connection with, and to effect, the transactions contemplated by this Agreement and the documents to be executed in connection herewith.
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Related to Deliverables by Purchaser

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • Deliveries by Seller At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer, duly and properly executed, the following: (a) Good and sufficient General Conveyance, Assignment and ▇▇▇▇ of Sale, which shall be in the form attached hereto as EXHIBIT C, conveying, selling, transferring and assigning to Buyer title to all of the Property, free and clear of all security interests, liens, charges, encumbrances or equities whatsoever, except for those assumed by Buyer pursuant to this Agreement or approved in writing by Buyer prior to the Closing. (b) Assignments and Assumptions of the Assumed Liabilities, which shall be in form and substance satisfactory to Buyer and shall include, to the extent obtained, the written consents of all parties necessary in order to duly transfer all of Seller's rights thereunder to Buyer (the "Assignment and Assumption Agreements") together with the consents (or notations) required pursuant to SECTION 7.1(H). (c) A certificate of the President and Secretary of Seller in accordance with Section 7.1(d). (d) Resolutions of the directors and stockholders of Seller authorizing the execution and delivery of this Agreement by Seller and the performance of its obligations hereunder, certified by the Secretary of Seller. (e) The Articles of Incorporation of Seller, certified as of a recent date by the Secretary of State of New York. (f) A certificate of the Secretary of State of New York dated as of a recent date as to the good standing of Seller in such state, along with telephonic confirmation of such good standing on the date of the Closing. (g) A certificate of the Secretary of State of each state listed on SCHEDULE 4.2(A), dated as of a recent date as to the good standing of Seller in each such state, along with telephonic confirmation of such good standing on the date of the Closing. (h) The legal opinion referred to in Section 7.1(e). (i) The employment agreement between Buyer and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT D. (j) The employment agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT E. (k) The employment agreement between Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT F. (l) The consulting agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT G. (m) The Assignment of the real estate lease for the premises (the "Premises") located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in the form attached hereto as EXHIBIT 7.1(I) (the "Lease"). (n) Except as provided herein, Seller shall pay any federal, state or local sales or transfer taxes related to the transactions contemplated by this Agreement. (o) Such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Property.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; and (ii) the certificates and other documents required to be delivered pursuant to Section 6.02.

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Seller Deliverables Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, any other named Parties) and acknowledged or notarized: (1) One (1) original of the Deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) two (2) originals of the ▇▇▇▇ of Sale in the form of Exhibit D attached hereto from Seller to Buyer conveying the Personal Property and Property Diligence Materials to Buyer; (4) one (1) copy of the approval from the Seller’s Board of Directors, or other approval authority, of the transaction contemplated herein; (5) two (2) originals of the Closing Statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (6) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the Deed; (7) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or control, originals of the Due Diligence Materials, copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; (8) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (9) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (10) such original documentation from Broker’s as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Broker’s may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims; (11) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (12) An original written waiver of rights, in form and substance reasonably acceptable to Buyer, from each Party having a right or option to purchase the Property (or any portion thereof) from Seller; (13) a certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant and the Operating Subtenants are maintaining policies of insurance of the types and in the amounts required by the Master Lease, in the form required by the Master Lease; and (14) such other instruments as are reasonably required by Title Insurer to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof.