Delivery of Documents at Closing Clause Samples

Delivery of Documents at Closing. (a) At or prior to the Closing, Seller or the Members, as applicable, shall deliver to Buyer the following: (i) a ▇▇▇▇ of sale and assignment and assumption in the form set forth on Exhibit B (the “▇▇▇▇ of Sale and Assignment”), duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities (as defined below) to Buyer; (ii) the Escrow Agreement, duly executed by Seller; (iii) the Security Agreement, duly executed by Seller; (iv) written approvals of the MED Approval, the Local Authority Approvals, and all required Governmental Authorities to the assignment of all permits, licenses, approvals, authorizations, registrations, certificates, variances and similar rights obtained from Governmental Authorities required for the operation of the Regulatory Licenses by Buyer at the applicable Premises; (v) certificates from the Colorado Department of Revenue and any city in which Seller is engaged in the Business, which ordinarily provides such certificates on a timely basis and to the extent available, dated within thirty (30) days of Closing, showing that Seller has no outstanding Colorado or city Tax Liabilities; (vi) at least five (5) Business Days before Closing, the Pre-Closing Statement in accordance with Section 3.4; (vii) the officer’s certificate described in Section 9.2(d) in a form reasonably acceptable to Buyer, duly executed by an officer of Seller; (viii) IRS Forms W-9 completed and duly executed by Seller and each Member; (ix) the Audited Financial Statements, prepared and audited by a qualified PCAOB accountant at the expense of Buyer, contemplated to be delivered in Section 6.4(a); (x) the various certificates, instruments and documents (and shall take the required actions) referred to in ARTICLE IX herein and such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; (xi) a payoff letter in form reasonably satisfactory to Buyer, issued and executed by each holder of Financial Debt not earlier than three (3) Business Days before the Closing Date, which sets forth (A) the amounts required to repay in full all Indebtedness owed to such holder as of the Closing (but after giving effect to the Closing), (B) the wire transfer instructions for the repayment of such Indebtedness to such holder and (C) a release of all Encumbrances and termination of all obligations granted by Seller to such holder or otherwi...

Delivery of Documents at Closing. (a) At Closing, Seller shall: (i) Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture. (ii) Execute, cause to be acknowledged and deliver to Purchaser a certificate confirming the matters set forth in Sections 7.02(a) and (b) with respect to Seller as of the Closing Date, such certificate to be signed by a duly authorized officer of Seller (or its controlling Affiliate). (iii) Provide to Purchaser (A) a copy of the Charter Documents of Seller certified by a duly authorized officer of Seller and (B) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement). (v) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”). (vi) Execute, cause to be acknowledged and deliver to Purchaser one or more non-foreign status affidavits in the form of Exhibit E, as required by Section 1445 of the Code. (vii) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with Closing. (viii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms reasonably requested by Purchaser in connection with the transfer of Seller’s Interests or the indirect interests in the Facility Owners to Purchaser (or its designee) as contemplated hereunder. (b) At Closing, Purchaser shall: (i) Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder. (ii) Execute and deliver the Assignment and Assumption of Interest Agreement. (iii) Execute, cause to be acknowledged as appropriat...

Delivery of Documents at Closing. At the Closing: (a) the Seller will deliver to the Purchaser: (i) a b▇▇▇ of sale, in a form agreed to by the Parties, executed by the Seller; (ii) an assignment and assumption agreement, in a form agreed to by the Parties (the “Assignment and Assumption Agreement”), executed by the Seller; (iii) a non-compete agreement, in a form agreed to by the Parties (the “Non-Compete Agreement”), executed by T▇▇▇ ▇▇▇▇▇▇ (“L▇▇▇▇▇”); (iv) a lock-up/leak-out agreement, in a form agreed to by the Parties (a “Lock-up/Leak-Out Agreement”), executed by HWL, Family Dog, and each equity owner of Family Dog who will receive 12,000 or more Rick’s Shares (each, a “Shareholder”); (v) either: (1) an executed assignment of the Existing Lease (defined in Section 5.16) consistent with Section 9.16, with the consent of the owner and lessor of the Premises, in a form agreed to by the Parties; or (2) in the event of a New Lease (defined in Section 9.16), an agreement terminating the Existing Lease, in a form agreed to by the Parties, executed by the Seller and owner and lessor of the Premises; (vi) a security agreement, in a form agreed to by the Parties (the “Security Agreement”), executed by HWL and Family Dog; and (vii) the various certificates, instruments, and documents (and will take the required actions) referred to in Article IX; and (b) the Purchaser will deliver to the Seller: (i) the Assignment and Assumption Agreement executed by Purchaser; (ii) the Non-Compete Agreement executed by Rick’s; (iii) the Lock-up/Leak-Out Agreement executed by Rick’s; (iv) the Purchase Price in accordance with Article III, including the Club Notes and issuance and delivery of the Rick’s Shares; (v) the executed Guaranty Agreement of Rick’s of the Club Notes (the “Rick’s Guaranty”); (vi) the Security Agreement executed by the Purchaser; and (vii) the various certificates, instruments, and documents (and will take the required actions) referred to in Article VIII.

Delivery of Documents at Closing. At the Closing, subject to satisfaction of the conditions set forth in Article VI, the Purchaser shall execute and deliver to the Sellers the documents contemplated to be delivered pursuant to Section 6.2.

Delivery of Documents at Closing. At the Closing, subject to satisfaction of the conditions set forth in Article VII, BHI shall execute and deliver to the Company the documents contemplated to be delivered by BHI pursuant to Section 7.2.

Delivery of Documents at Closing. Delivery of the following documents, duly executed by authorized officers of Buyer: (i) The Assignment and Assumption Agreements; (ii) The Primary Escrow Agreement and the ▇▇▇▇▇▇ Escrow Agreement in substantially the forms attached hereto as Exhibit 4.10(a) and Exhibit 4.10(b), respectively.

Delivery of Documents at Closing. At the Closing: (a) the Seller shall deliver to Purchaser certificates evidencing the Shares of the Company, free and clear of any liens, claims, equities, charges, options, rights of first refusal or encumbrances, duly endorsed to Purchaser or accompanied by duly executed stock powers in form and substance satisfactory to Purchaser against delivery by Purchaser to the Seller of certificates evidencing the TRCH Shares, free and clear of any liens, claims, equities, charges, options, rights of first refusal or encumbrances, duly endorsed to Seller or accompanied by duly executed stock powers in form and substance satisfactory to Seller; and (b) the Related Transactions (as defined below) shall be consummated concurrently with the Closing.

Delivery of Documents at Closing. Delivery of the following documents, duly executed by authorized officers of Seller: (i) Bills of sale in favor of Buyer and, at the direction of Buyer in such form as shall be mutually agreed to by the Parties for the transfer of the Assets, and all such other endorsements, assignments and other instruments as Buyer may reasonably request and are reasonably necessary to transfer to Buyer good and marketable title to the Assets (the “Conveyance Documents”); (ii) Assignment and assumption agreements in favor of Buyer in such form as shall be mutually agreed to by the Parties, for the Assumed Liabilities (the “Assignment and Assumption Agreements”); (iii) The Primary Escrow Agreement and the ▇▇▇▇▇▇ Escrow Agreement substantially in the forms attached hereto as Exhibit 4.10(a) and Exhibit 4.10(b), respectively; and

Delivery of Documents at Closing. Delivery of the following documents, duly executed by authorized officers of Parent or Merger Sub where applicable: (i) The Escrow Agreement substantially in the form attached hereto as Exhibit 3.02; and (ii) The Effective Time Merger Consideration Certificate.