Common use of Delivery at Closing Clause in Contracts

Delivery at Closing. At the Closing, the parties hereto shall take such actions and execute and deliver, or cause to be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including, the following: (i) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter in the form of Exhibit C; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D; (iii) each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); (iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary of the Company shall deliver to SST: (A) an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board of Directors of the Company authorizing and approving the Transactions contemplated by this Agreement; (ii) a true and correct copy of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and (vii) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effect. (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a).

Delivery at Closing. At To effect the Closingpurchase and sale of Series B Convertible Preferred Stock pursuant to this Agreement and the delivery of the consideration for such purchase and sale, the parties hereto shall take such actions and execute and deliver, or cause to be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its termswill, includingon the Closing Date, deliver the following: 2.5.1 The Company will deliver to Purchaser: (i) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter one or more stock certificates representing the appropriate number of shares of Series B Convertible Preferred Stock, registered in the form of Exhibit Cnames Purchaser shall specify; (ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit DClosing Warrant; (iii) each a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed on behalf of SST, the Escrow Agent, Company (a) certifying as to the Shareholders' Representative fulfillment of the conditions set forth in Article 5 hereof applicable to such Closing and (b) certifying as to the Shareholders shall have entered into an Escrow Agreement amounts payable to fund the redemption of the outstanding shares of Series A Convertible Preferred Stock in accordance with the form Notice of Exhibit E (the "Escrow Agreement")Redemption; (iv) each a certificate of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary of the Company shall deliver Company, certifying as to SST: (A) an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted adoption by the Board of Directors of the Company authorizing Company, dated the Closing Date and approving the Transactions contemplated by this Agreement; in form and substance reasonably satisfactory to Purchaser; (iiv) a true and correct copy of cross-receipt for the Articles of Incorporation of purchase price paid for the Company; and (iii) a true and correct copy of shares purchased at the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this AgreementClosing; (vi) The Chief Executive Officer a certificate of good standing with respect to the Company issued by the Secretary of the Company shall execute and deliver to SST a certificate setting forth that (A) each Commonwealth of the representations and warranties made by the Company in this Agreement are true and correct in all respects Massachusetts dated as of the a date of this Agreement and are true and correct in all respects as of the Closing Date, not more than five (B5) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or Business Days prior to the Closing has been duly complied with and performed in all respectsDate; and (vii) the officers and directors an opinion of Good▇▇▇, ▇▇octer & Hoar ▇▇▇, counsel to the Company shall resign from their positions as officers addressed to the Purchaser, dated the Closing Date, and directors of the Company in form and shall substance reasonably satisfactory to Purchaser. 2.5.2 Purchaser will deliver to SST letters to such effect.the Company: (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing payment of the Securities Transfer Agent's Medallion Program, or aggregate purchase price for the Series B Convertible Preferred Stock to be purchased by Purchaser at the Closing by wire transfer of immediately available funds to an account designated by the Company; and (ii) otherwise notorized by a Notary Public, and cross-receipt for the respective spouses of stock certificate(s) for the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of shares purchased at the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a)Closing.

Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the parties hereto shall take such actions following with respect to each Property (the "Closing Documents"): (i) A bargain and execute sale deed with covenants against grantor's acts (short form), in substantially the same form as set forth in Exhibit E annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and deliverthose exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cause cured by Seller (herein individually referred to as the "Deed" and collectively as the "Deeds"); (ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit F annexed hereto; (iii) The Tenant Leases; (iv) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for the security deposits at Closing; (v) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer; (vi) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980; (vii) Original executed counterpart of an Assignment and deliveredAssumption of all Service Contracts; (viii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, such agreements where necessary, and other documents and instruments as are necessary or appropriate to effect deliver all of the transactions contemplated by this Agreement Closing Documents referenced herein to Buyer in accordance with its termsthe terms and provisions of this Contract; (ix) Properly executed transfer and gains tax returns, includingto the extent required; (x) Keys to the Property; (xi) A current "Rent Roll" (as hereinafter defined); and (xii) Certificates of Occupancy with respect to the Properties, if available. (b) At the Closing, Buyer shall deliver to Seller all of the following: (i) each Shareholder shall execute Payment of the Purchase Price as required by and deliver as adjusted pursuant to SST a Shareholder Representation Letter in the form terms and provisions of Exhibit Cthis Contract; (ii) each Shareholder shall execute An affidavit of the party executing this Contract on behalf of Buyer and deliver an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to SST a Purchaser Questionnaire in the form Seller, stating that Buyer and any persons acting for or on behalf of Exhibit DBuyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder; (iii) each of SST, Original executed and acknowledged assumption agreement duly executed by Buyer with respect to the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement"); Loan Documents as required by paragraph 2(c) hereof; (iv) each Original executed counterpart of SST Assignment and Assumption of all Tenant Leases and security deposits made under the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F; (v) the Secretary of the Company shall deliver Tenant Leases if Seller has not elected to SST: (A) make an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board of Directors of the Company authorizing and approving the Transactions contemplated by this Agreement; (ii) a true and correct copy of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement adjustment for security deposits at or prior to the Closing has been duly complied with and performed in all respectsClosing; and (vii) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effect. (viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program, or (ii) otherwise notorized by a Notary Public, and the respective spouses of the Shareholders shall deliver any required Spousal Consents; and SST shall deliver within thirty (30) days of the Closing Date the SST Common Stock in accordance with Section 1.2 and shall make the cash payments specified in Section 1.2(a).

Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the parties hereto shall take such actions following with respect to the Property (the "Closing Documents"): (i) A special warranty deed, in substantially the same form as set forth in Exhibit D annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and execute those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and delivereither been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cause cured by Seller (herein referred to as the "Deed"); (ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto; (iii) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closing; (iv) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer; (v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980; (vi) Original executed counterpart of an Assignment and deliveredAssumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto; (vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, such agreements where necessary, and other documents and instruments as are necessary or appropriate to effect deliver all of the transactions contemplated by this Agreement Closing Documents referenced herein to Buyer in accordance with its termsthe terms and provisions of this Contract; (viii) Properly executed transfer tax returns, includingto the extent required; (ix) Keys to the Property; (x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and (xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer at the Property. (b) At the Closing, Buyer shall deliver to Seller all of the following: (i) each Shareholder shall execute Payment of the Purchase Price as required by and deliver as adjusted pursuant to SST a Shareholder Representation Letter in the form terms and provisions of Exhibit Cthis Contract; (ii) each Shareholder shall execute An affidavit of the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver to SST a Purchaser Questionnaire all of the Closing Documents referenced herein in accordance with the form terms and provisions of Exhibit Dthis Contract; (iii) each Original executed counterpart of SST, Assignment and Assumption of all Tenant Leases and security deposits made under the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into Tenant Leases if Seller has not elected to make an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement");adjustment for security deposits at Closing; and (iv) each Original executed counterpart of SST Assignment and the Shareholders shall have entered into a Registration Rights Agreement in the Form Assumption of Exhibit F;all Service Contracts. (vc) It is understood and agreed that the Secretary of the Company Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall deliver to SST: (A) contain an executed certificate indemnity provision pursuant to which the Secretary represents Seller will agree to indemnify Buyer and warrants hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to SST that attached to such certificate are (i) resolutions duly adopted by the Board any claims arising out of Directors any of the Company authorizing and approving Tenant Leases pertaining to any period prior to the Transactions contemplated by this Agreement; Closing Date or (ii) a true and correct copy any claims arising out of any of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as Service Contracts pertaining to the incumbency of the officers of the Company authorized any period prior to execute this Agreement; (vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and (vii) the officers and directors condition of the Company shall resign from their positions as officers and directors Property (including without limitation, the environmental condition of the Company Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall deliver to SST letters to such effectnot have any claim against Seller in connection therewith. (viiid) It is understood and agreed that the Shareholders shall deliver Assignment and Assumption Agreements referred to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stockabove in paragraphs 9(a)(iii), duly endorsed (or accompanied by duly executed stock powers9(a)(vi), 9(b)(iii) and with signatures 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing any claims arising out of any of the Securities Transfer Agent's Medallion Program, Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) otherwise notorized by a Notary Public, and the respective spouses any claims arising out of any of the Shareholders shall deliver Service Contracts pertaining to any required Spousal Consents; and SST shall deliver within thirty (30) days of period after the Closing Date commencing with the SST Common Stock in accordance with Section 1.2 Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall make indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the cash payments specified in Section 1.2(a)condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.