The Company’s Deliveries Sample Clauses

The Company’s Deliveries. At or before the Effective Date, the Company shall deliver to the Withdrawing Member the following: (i) the Withdrawal Amendment, duly executed by the Company and the Remaining Members; and (ii) the CRA duly executed by the Remaining Members (the "CRA").

The Company’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at the Closing the Company shall deliver to Parent all of the following: (a) a copy of the Amended and Restated Articles of Incorporation of the Company (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of North Carolina; (b) a certificate of good standing of the Company and each of the Subsidiaries, issued as of a recent date by the Secretary of State of the state in which each entity is incorporated or organized; (c) a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to: (i) no amendments to the Company Charter since a specified date; (ii) the Company’s Bylaws; (iii) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby; (iv) the resolutions of the Shareholders approving the Merger and this Agreement in accordance with Section 55-11-03 of the NCBCA or the written consent of the Shareholders approving the Merger and this Agreement in accordance with Section 55-7-04 of the NCBCA; and (v) incumbency and signatures of the officers of the Company executing this Agreement and any Company Ancillary Agreement; (d) the certificates contemplated by Sections 9.1, 9.2, 9.6(a), 9.6(b) and 9.7, each duly executed by the Chief Executive Officer and Chief Financial Officer of the Company; (e) the certificate contemplated by Section 9.1, duly executed by the Shareholder Representative; (f) all consents, waivers or approvals that may have been obtained by the Company with respect to the consummation of the transactions contemplated by this Agreement; (g) duly executed resignations, effective as of the Effective Time, of each of the officers specified in Schedule 4.5(g) and the directors of the Company; (h) evidence reasonably satisfactory to Parent regarding the termination of the agreements set forth in Schedule 4.5(h); (i) an opinion of counsel to the Company, dated the Closing Date, substantially in the form of Exhibit G; and (j) the Escrow Agreement duly executed by the Shareholder Representative.

The Company’s Deliveries. At the Closing, the Company shall deliver, or cause to be delivered, to each Purchaser, as applicable: (i) A certificate or certificates representing the Shares purchased by such Purchaser; (ii) A copy of the Amended and Restated Registration Rights Agreement, duly executed by the Company; (iii) A copy of the Amended and Restated Shareholders Agreement, duly executed by the Company; (iv) An opinion of DLA Piper addressed to the Purchasers in substantially the form attached hereto as Exhibit D; and (v) A certificate of Secretary of the Company, dated the Closing Date, certifying as to: (i) the Restated Certificate; (ii) the Bylaws of the Company; and (iii) the resolutions of the board of directors of the Company authorizing the issuance of the Shares, the execution and performance of this Agreement, the Amended and Restated Registration Rights Agreement and the Amended and Restated Shareholders Agreement. Following its receipt from each Purchaser of a wire transfer in an amount equal to the applicable Aggregate Purchase Price, the Company shall promptly deliver to such Purchaser a cross-receipt executed by the Company certifying that it has received such Aggregate Purchase Price.

The Company’s Deliveries. At the Closing, the Company shall deliver, or shall cause to be delivered to Seller a copy of the resolutions of the Board of Directors of the Company (and each committee thereof, if any) authorizing the execution, delivery and performance by the Company of this Agreement and the other agreements and instruments referred to herein, certified as of the Closing by the Secretary or an Assistant Secretary of the Company.

The Company’s Deliveries. At the Closing, and at the Company's sole cost and expense, the Company shall deliver the following to the Holder:

The Company’s Deliveries. The Company shall deliver or cause to be delivered the following documents to Sub at the Closing: (i) The original, signed Leases (or copies thereof certified by the Stockholder if originals are not available) as well as the Company's tenant lease files, and a rent roll and delinquency report for the current month ("Rent Roll") certified by the Stockholder as being true and complete in all material respects, to Stockholders knowledge. (ii) A certification duly executed by the Stockholder in the form attached hereto as Exhibit R-D, stating that the Company is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (iii) Originals (or certified copies thereof if originals are not available) of the Contracts. (iv) Originals of all books and records in the Company's possession pertaining to the operation and management of the Property; provided, however, that the Stockholder may keep copies of all such books and records. (v) Estoppel certificates from tenants of the Property occupying eighty percent (80%) of the rentable square footage of the Property, dated no earlier than twenty (20) days prior to the Closing Date ("Tenant Estoppels") in the form attached hereto as Exhibit R-E (provided that if any Lease specifies the form of estoppel certificate which the tenant thereunder is obligated to deliver, such form may be delivered in lieu of the form attached hereto as Exhibit R-E). (vi) Evidence reasonably satisfactory to Sub and Title Company that all real estate taxes, sewer and water rates and charges, special assessments and betterments, and any utility charges the non-payment of which could result in a lien upon the Property, either have been paid or are included in the Closing Statement for purposes of apportionment. (vii) Any and all keys, and lock and safe combinations respecting the Improvements. (viii) If the Contracts listed in Exhibit R-C include any Contract for the construction of tenant improvements, evidence of payment by the Company of all amounts incurred thereunder through the Closing Date. (ix) Such other instruments as the Parent or the Sub may reasonably request.

The Company’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 4.1, the Company shall deliver to the Principal Stockholder the ▇▇▇▇▇▇▇ Redemption Amount by wire transfer of immediately available funds.

The Company’s Deliveries. At the Closing, the Company will deliver, or cause to be delivered, to each Purchaser, as applicable: (a) A certificate or certificates or other instruments representing the Purchased Securities of such Purchaser, free and clear of any Liens, encumbrances or interests of any party other than restrictions under any applicable securities laws; (b) A cross-receipt executed by the Company certifying that it has received a wire transfer as of the Closing Date in an amount equal to the Purchase Price of such Purchaser; (c) Opinions of counsel to the Company, addressed to each Purchaser in the form attached hereto as Exhibits B-1 and B-2 and otherwise reasonably satisfactory to such Purchaser; (d) A copy of the Registration Rights Agreement, dated as of the Closing Date and executed by the Company; (e) A certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, certifying as to (v) the amended and restated articles of incorporation of the Company; (w) the by-laws of the Company; (x) the resolutions of the board of directors of the Company authorizing the execution and performance of this Agreement and the Registration Rights Agreement; and (y) incumbency and signatures of the officers of the Company executing this Agreement and the Registration Rights Agreement; (f) A certificate dated as of a recent date of the Secretary of State of the State of South Dakota with respect to the good standing in the State of South Dakota of the Company; and (g) A certified copy of the Certificate of Incorporation for the Company as certified by the Secretary of State of the State of South Dakota within ten (10) Business Days of the Closing.

The Company’s Deliveries. At the Closing, the Company shall deliver, or shall cause to be delivered to Seller the items described below: (a) the Closing Payment; (b) the Note; (c) the Letter of Credit; and (d) a copy of the resolutions of the Board of Directors of the Company and each committee thereof authorizing the execution, delivery and performance by the Company of this Agreement and the other agreements and instruments referred to herein, certified as of the Closing by the Secretary or an Assistant Secretary of the Company.