Purchaser Closing Deliveries Sample Clauses
The 'Purchaser Closing Deliveries' clause outlines the specific documents, payments, and other items that the purchaser is required to provide at the closing of a transaction. Typically, this includes executed agreements, proof of payment, certificates, and any other deliverables stipulated in the contract. By clearly listing these obligations, the clause ensures that all necessary materials are exchanged to complete the transaction, thereby reducing the risk of misunderstandings or delays at closing.
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Purchaser Closing Deliveries. At least one (1) Business Day prior to the scheduled Closing Date (except as set forth below), Purchaser agrees to deliver the following items (fully executed and notarized by Purchaser as appropriate) to the Title Company:
(i) the Purchase Price (in accordance with Section 1.02), subject to the prorations, credits and adjustments contemplated by or specifically provided for in this Agreement, on or before 1:00 p.m., local time on the Closing Date where the Real Property is located;
(ii) a closing settlement statement reflecting the prorations, credits and adjustments contemplated by or specifically provided for in this Agreement; and
(iii) such further funds, documents, instruments and certificates as reasonably may be required by the Title Company or Seller in order to fully and legally close the Transaction.
Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing:
(a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement;
(b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property;
(c) A closing statement executed by Purchaser;
(d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable;
(e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable;
(f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing;
(g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and
(h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.
Purchaser Closing Deliveries. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Stockholders’ Representative the deliverables, agreements and documents required by Section 7.4, each of which shall be in full force and effect.
Purchaser Closing Deliveries. Except for: (i) the closing statement which shall be delivered on or before the Closing Date, and (ii) the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.3, Purchaser shall deliver to Escrow Agent, each of the following items no later than 1 Business Day prior to the Closing Date:
5.3.1. The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract.
5.3.2. Purchaser’s counterpart signature to the closing statement prepared by Title Insurer.
5.3.3. A countersigned counterpart of the General Assignment.
5.3.4. A countersigned counterpart of the Leases Assignment.
5.3.5. Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Purchaser immediately after Closing.
5.3.6. Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof.
5.3.7. Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction.
5.3.8. An Affidavit of Property Value, signed by Purchaser.
5.3.9. Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by Purchaser or otherwise reasonably necessary in order to consummate the transactions contemplated under this Contract.
Purchaser Closing Deliveries. No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.3), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items:
5.3.1 The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract.
5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser's activity on the Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.
5.3.3 Any declaration or other statement which may be required to be submitted to the local assessor.
5.3.4 Purchaser's closing statement.
5.3.5 Two (2) countersigned counterparts of the General Assignment.
5.3.6 Two (2) countersigned counterparts of the Leases Assignment.
5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G.
Purchaser Closing Deliveries. At the Closing, the Purchaser will deliver to the Company the following:
(i) a certificate of the Managing Member of the Purchaser certifying as to the adoption and effect of resolutions of the Purchaser authorizing the execution, delivery and performance of this Agreement; and
(ii) payment of the purchase price provided by Section 1.2.
Purchaser Closing Deliveries. On the Closing, Purchaser will deliver, or cause to be delivered to Seller the following:
Purchaser Closing Deliveries. On the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller (or other applicable recipient) the following:
(a) The Initial Purchase Price (shares of common stock of Parent Company), Escrow Amount and other payments to be made by the Purchaser at the Closing pursuant Article III;
(b) a certificate of an officer of the Purchaser as to compliance with the conditions set forth in Section 7.3(a) and Section 7.3(b);
(c) the Escrow Agreement, duly executed by the Purchaser.
Purchaser Closing Deliveries. At or prior to the Closing, Purchasers will deliver to the Company:
(i) against delivery of a certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), by a cashier's or certified check, or by wire transfer of immediately available funds to an account designated by the Company no later than two Business Days prior to the Closing Date, an amount equal to the aggregate Purchase Price of such Purchased Shares;
(ii) a duly executed copy of the Registration Rights Agreement;
(iii) a duly executed copy of the Stockholders' Agreement; and
(iv) an officer's certificate of the Purchasers to the effect that each of the conditions specified in Sections 8(ii) and (iii) has been satisfied;.
Purchaser Closing Deliveries. No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.3), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items:
5.3.1 The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract.
5.3.2 A title affidavit (or at Purchaser's option an indemnity) pertaining to Purchaser's activity on the Property prior to Closing, in the customary form to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract.
5.3.3 Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property.
5.3.4 A closing statement executed by Purchaser.
5.3.5 A countersigned counterpart of the General Assignment.
5.3.6 A countersigned counterpart of the Leases Assignment.
5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof.
5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction.