Purchasers Deliverables Clause Samples

Purchasers Deliverables. The Purchaser shall have executed and delivered or caused to have been executed and delivered to the Vendor (or the Monitor, as applicable) at the Closing all the documents and payments contemplated in Section 7.3.

Purchasers Deliverables. At the Closing, the Purchaser shall deliver to the Seller the following items: (i) The Purchase Price owed to the Seller as described in Section 1.2; (ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto; and

Purchasers Deliverables. At the Closing, the Purchaser shall deliver to the Sellers: (a) A wire transfer of immediately available federal funds payable to CHP and/or its lenders in the aggregate amount of the Purchase Price under Section 4.1; (b) All required completed real estate transfer declarations or exemption certificates, affidavits of non-foreign status, title affidavits and other customary real estate transfer forms and certificates for exemption from sales, use or excise tax with respect to the Purchased Assets (provided that Purchaser is not required to represent or warrant more than Purchaser represents or warrants in this Agreement); (c) The executed ▇▇▇▇ of Sale and Assignment and Assumption Agreement attached hereto as Exhibit B; (d) The executed IT Transition Services Agreement attached hereto as Exhibit C; (e) The executed License attached hereto as Exhibit D; (f) The executed Limited Power of Attorney attached hereto as Exhibit E; (g) The executed Custodian of Medical Records Agreement attached as Exhibit H; (h) The executed Mission Services Agreement attached hereto as Exhibit G; (i) Copies of the resolutions and other actions of the manager and member, as applicable, of Purchaser and HMA, authorizing the execution and delivery of this Agreement and the consummation by such corporations of the Transaction, which copies have been certified by the secretary or assistant secretary of each such corporation and dated as of the Closing Date; (j) A certificate of good standing (or similar document) for Purchaser issued by the Secretary of State of Tennessee and HMA issued by the Secretary of Sate of Delaware dated within thirty (30) days prior to the Closing Date; (k) One or more certificates of incumbency of the respective officers of Purchaser and HMA, executing this Agreement and the other documents described herein, dated as of the Closing Date; (l) a certificate of a duly authorized officer of Purchaser and HMA certifying Purchaser’s and HMA’s satisfaction as of the Closing Date of the conditions provided by Section 14.2(f); (m) The executed General Transition Services Agreement attached hereto as Exhibit I; (n) The executed Accounts Receivable Support Agreement attached hereto as Exhibit J; (o) The severance agreements with each Senior Management Employee per Section 5.1.4 above in a form and substance reasonably acceptable to both Sellers and Purchaser; (p) The executed Parkside MOB Sublease; and

Purchasers Deliverables. In addition to any other documents to be delivered under other provisions of this Agreement or the Master Purchase Agreement, the Purchaser shall deliver and release, subject to and in accordance with this Section, to the Seller the following on or prior to the Closing: (a) the Group 2 Closing Payment in accordance with the Master Purchase Agreement; (b) four originals of the Assignment and Assumption Agreement executed by the Purchaser; and (c) four originals of this Agreement executed by the Purchaser.

Purchasers Deliverables. At the Closing, the Purchaser will: (a) execute and deliver Adoption Agreement in substantially the form of Exhibit C; (b) deliver an assignment document duly executed by the Purchaser evidencing the assignment of the TTAG Preferred Shares to the Company; (c) deliver a copy of the board resolution of TTAG approving the transfer of TTAG Preferred Shares and of the TTAG Loan to the Company signed by the members of the board of directors nominated by the Purchaser; (d) deliver TTAG’s share register evidencing the Company as owner of, and as a shareholder with voting rights with respect to, the TTAG Preferred Shares.

Purchasers Deliverables. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Seller of their obligations pursuant to Section 7.2, the Purchaser shall deliver or cause to be delivered the following: (a) wire transfer(s) of the Estimated Purchase Price in immediately available funds to an account (or accounts) designated by the Seller; (b) on behalf of the Company or the Subsidiary (as applicable), wire transfer(s) of immediately available funds to the account(s) in accordance with the payoff instructions indicated in the Payoff Letters delivered by the holders of the Estimated Closing Indebtedness, all amounts necessary to discharge fully the Estimated Closing Indebtedness as set forth in the Payoff Letters; (c) on behalf of the Company or the Subsidiary (as applicable), wire transfer(s) of immediately available funds all amounts necessary to discharge fully all Estimated Transaction Expenses, in the amounts and in accordance with the payment instructions set forth on the Preliminary Closing Statement; and (d) to the Seller, a certificate by an authorized officer of the Purchaser, dated as of the Closing, certifying on behalf of the Purchaser that the conditions set forth in Section 6.1(a) and Section 6.1(b) have been fulfilled.

Purchasers Deliverables. On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following: (i) the Purchase Price.

Purchasers Deliverables. At Closing, Purchaser will deliver the following items to Seller or its representatives, and the delivery of each item will be a condition to Seller’s obligations under this Agreement: (i) the Initial Payment; and (ii) an original counterpart of this Agreement duly executed by Purchaser; and (iii) one or more executed funding agreement(s) (in the form approved by Seller pursuant to paragraph 2.6(a)(ii) above) reflecting the contractual obligation of the funder to enable payment of all amounts payable pursuant to this Agreement through the period during which Further Payments are due, including, without limitation, payment of each of the Further Payments as set forth in Paragraph 2.2 (b), above, and payment of any litigation expenses; and (iv) such other documents, certificates, consents, waivers and supporting papers necessary to consummate the transactions contemplated by this Agreement.

Purchasers Deliverables. At the Closing, the Attractions Purchaser, the Ski Purchaser and the Canadian Purchaser, as applicable, shall deliver or cause to be delivered to the Company: (i) counterparts to each U.S. Asset Assignment Agreement and each Equity Assignment Agreement executed by a duly authorized representative of the applicable Purchaser or its permitted assigns; (ii) counterparts to each U.S. Ancillary Asset Sale Document executed by a duly authorized representative of the applicable Purchaser or its permitted assigns, to the extent applicable; (iii) counterparts to each Personal Property Lease Assignment executed by a duly authorized representative of the applicable Purchaser or its permitted assigns; (iv) a counterpart to the Release Agreement executed by a duly authorized representative of each Purchaser; (v) a counterpart to the flow of funds memorandum described in Section 3.1(b) below, executed by a duly authorized representative of each Purchaser; (vi) releases from each applicable Ground Lessor, in form and substance reasonably satisfactory to the Sellers, evidencing the release of the Company and all of its Subsidiaries (other than the Target Companies) from all guarantees or other obligations relating to the Ground Lease at Wild Waves; (vii) duly executed counterparts of the notice letters referenced in Section 2.11(b)(xxi) and Section 2.11(b)(xxii) above; and (viii) all other documents, instruments and writings required to be delivered by the Purchasers at or prior to the Closing Date pursuant to this Agreement and all other documents, instruments, declarations, affidavits and writings reasonably requested by the Company.