Purchaser’s Closing Deliveries Clause Samples

Purchaser’s Closing Deliveries. On or prior to the Closing Date, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the following: (a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement. (b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto. (c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer; (d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer; (e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i) (f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH. (g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease. (h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses. (i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price. (j) A letter from Purchaser acknowledging certain sales activities of Seller.

Purchaser’s Closing Deliveries. At the Closing, Purchaser shall deliver to Seller or Tenant, as applicable, the following items:

Purchaser’s Closing Deliveries. At or prior to the Closing, Purchaser shall make or cause to be made the following deliveries: (a) Purchaser shall have executed and delivered to Seller the Assignment. (b) Purchaser shall have delivered to Seller evidence as to the authority of the person or persons executing documents on behalf of Purchaser.

Purchaser’s Closing Deliveries. At Closing (or at such other times as may be specified below), Purchaser shall deliver or cause to be delivered to Seller the following:

Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents or things: (a) a bring-down certificate of a senior officer of the Purchaser dated as of the Closing Date certifying that (i) the representations and warranties of the Purchaser in Section 3.2 are true and correct in all material respects at the Closing (other than those that are qualified as to materiality, which shall be true and correct in all respects at the Closing after giving effect to such qualification) with the same force and effect as if such representations and warranties were made on and as of such date (other than those that speak only as of a specific date, which shall be true and correct as of that date); and (ii) the Purchaser has performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time; (b) certified copies of (i) the constating documents and by-laws of the Purchaser; (ii) the resolutions of the board of directors of the Purchaser approving the execution, delivery and performance of this Agreement; and (iii) a list of the directors and officers of the Purchaser authorized to sign this Agreement or other agreements and documents referred to in this Agreement to which the Purchaser is a party, together with their specimen signatures; (c) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by appropriate government officials of its jurisdiction of incorporation, continuance or creation; (d) certificates or other evidence representing the Consideration Shares deliverable at Closing in accordance with Section 2.4 registered as directed by the Vendor; (e) payment of the Estimated Cash Amount in accordance with Section 2.4; (f) evidence in form satisfactory to the Vendor, acting reasonably, that the consents of each of the third parties set forth in Schedule 4.3(f) have been obtained; (g) evidence in form satisfactory to the Vendor, acting reasonably, that the regulatory approvals listed in Schedule 4.3(g) have been obtained; (h) evidence in form satisfactory to the Vendor, acting reasonably, that the Purchaser has made arrangements for the transition and continuation of the Bond after Closing; (i) a general release and indemnity, executed by the Purchaser and the Corporation, in form satisfactory to the Purchaser and the Vendor, acting reasonably, releasing the Vendor from any and all claim...

Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor: (a) the Purchase Shares duly registered in the name of the Purchaser; and (b) all such other agreements, documents and instruments as may be reasonably required or requested by the Vendor to complete the transactions provided for in this Agreement.

Purchaser’s Closing Deliveries. Purchaser shall deliver, or cause to be delivered, at or prior to the Closing, each of the following: (a) To Seller, the Purchase Price, in cash or by wire transfer in immediately available funds. (b) To Seller, the documents referred to in subsection 4.2(c), 4.2(d) and 4.2(f); (c) To Seller, a stock certificate representing the Retained Shares; and (d) To the applicable Person, any other agreements, instruments and documents the Transaction Documents require Purchaser to execute and/or deliver at the Closing.

Purchaser’s Closing Deliveries. At the Closing (or prior to Closing, if so indicated below), the Purchaser shall deliver or cause to be delivered to the Vendor (or to the Monitor, if so indicated below), the following: (1) the payment of the Deposit required to be paid pursuant to Section 3.2(1) of this Agreement shall have been made to the Monitor; (2) the payment referred to in Section 3.2(2), which shall be made to the Monitor; (3) the payment of all Transfer Taxes (if any) required to be paid on Closing shall be made to the Monitor; (4) the ▇▇▇▇ of Sale, duly executed by the Purchaser; (5) a bring-down certificate executed by a senior officer of the Purchaser dated as of the Closing Date, in form and substance satisfactory to the Vendor, acting reasonably, certifying that (i) all of the representations and warranties of the Purchaser hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and (ii) all of the terms and conditions set out in this Agreement to be complied with or performed by the Purchaser at or prior to Closing have been complied with or performed by the Purchaser in all material respects; and (6) such other agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.

Purchaser’s Closing Deliveries. At or before the Closing Purchaser shall sign and deliver to the Title Company: (a) The Purchase Price, after all prorations provided for herein; and (b) Any other documents or instruments required or reasonably necessary to be executed to fulfill this Agreement, including, without limitation, such documents as the Title Company may require to issue the Policy provided for hereunder.