Buyer’s Obligations at Closing Clause Samples

Buyer’s Obligations at Closing. Buyer shall deliver to Seller at closing: (i) a certified or cashier's check for the cash portion of the purchase price provided for in Section 2.3; (ii) the Note and security Agreement provided for in Section 2.3; and (iii) evidence of the shares of Common Stock provided for in Section 2.3.

Buyer’s Obligations at Closing. At Closing, Buyer shall deliver to Seller the Purchase Price in cash or other immediately available funds, all ▇▇▇▇▇▇▇ Money being credited thereto. Buyer shall also execute and deliver to Seller the closing settlement statement and other instruments as Title Company may reasonably require to evidence Buyer’s authority for the consummation of the transactions contemplated hereby.

Buyer’s Obligations at Closing. At Closing, Buyer shall deliver to Seller (or to the Title Company acting as the closing escrow agent) the balance of the Purchase Price subject to the adjustments and prorations set forth in this Agreement, together with counterpart executed originals of any Seller’s Closing Documents that may require Buyer’s signature, as applicable.

Buyer’s Obligations at Closing. At Closing, Buyer shall deliver to Seller, unless waived by Seller, the following: 16.3.1 if the Closing Payment is a positive number, the Closing Payment by wire transfer of immediately available funds to the account(s) designated by Seller in accordance with this Agreement; 16.3.2 the documents referred to in Articles 16.2.2, 16.2.3 16.2.6, 16.2.7 and 16.2.8, executed by an authorized officer or an Attorney-in-Fact of Buyer and acknowledged; 16.3.3 four (4) originals of the Certificate executed by an authorized officer or an Attorney-in-Fact of Buyer; 16.3.4 four (4) originals of (i) certificates of the appropriate governmental authorities, dated as of a date not earlier than two (2) Business Days prior to the Closing Date, evidencing Buyer’s existence and good standing in the States of Delaware, and (ii) certificates of the Secretary or Assistant Secretary of Buyer (and with respect to the Guaranty Agreement, Buyer’s Affiliate), dated on the Closing Date, certifying (A) that a true and correct copy of the resolutions of Buyer’s board of directors authorizing this Agreement and the transactions contemplated hereby are attached thereto have been duly adopted and are in full force and effect; (B) that true and correct copies of the certificate of formation, all amendments thereto and limited liability company agreement of Buyer are attached thereto; and (C) as to the incumbency and authorization of Buyer’s signatory executing on behalf of Buyer this Agreement and the other documents executed in connection herewith and Buyer’s Affiliate’s signatory, with respect to the Guaranty Agreement); and 16.3.5 any other instruments and agreements (including ratification or joinder instruments required to transfer the Properties from Seller to Buyer and deeds) as necessary or appropriate to comply with Buyer’s obligations under this Agreement.

Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller : (a) certificates representing the Shares as specified in paragraph 2; (b) certified resolutions of Buyer’s board of directors authorizing the execution and performance of this Agreement and all actions to be taken by Buyer under this Agreement.

Buyer’s Obligations at Closing. At the Closing, Buyer shall deliver to Seller the following:

Buyer’s Obligations at Closing. At, or prior to Closing, Buyer shall: (a) pay to Seller through Escrow the full amount of the Purchase Price (due credit shall be given for the Deposit as provided herein), as increased or decreased by prorations and adjustments as herein provided and as adjusted as a result of any Partial Termination of this Agreement in accordance with the terms herein provided in immediately available wire transferred funds pursuant to Section 1.5 hereof; (b) join Seller in execution and delivery through Escrow of the Assignment of Leases, Assignment of Ground Lease and the Assignment of Ancillary Documents; (c) if prior to Closing Buyer becomes aware of any fact or circumstance which makes any representation or warranty of Buyer in this Agreement untrue, then (i) Buyer shall promptly disclose such fact in writing to Seller, and (ii) at Closing, Buyer shall deliver to Seller a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”), dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.3, Section 11.4 and Section 12.4 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. Notwithstanding any provision in this Agreement to the contrary, in no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any such change to a representation or warranty (or the fact any such representation or warranty was incorrect prior to such change); provided, however, that the occurrence of a change in a representation or warranty shall, if materially adverse to Seller and if not cured by Buyer prior to Closing, constitute the non-fulfillment of the conditions set forth in Section 4.8(c) hereof, and entitle Seller to (among other things) execute its right under Section 1.6(b). If, despite changes or other matters described in Buyer’s Closing Certificate, the Closing occurs, Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (d) deliver to Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (e) execute and deliver a closing statement mutually acceptable to Seller and Buyer through Escrow; (f) perfor...

Buyer’s Obligations at Closing. At the Closing, Buyer shall: (a) pay to the Seller the amount of the Base Cash Amount and the Adjusted Cash Amount in the manner set forth in Section 1.3, plus any other fees, costs, expenses and amounts set forth as Buyer’s obligations in Section 4.4 and Section 4.5; (b) join Seller in the execution of the Assignment and Assumption of Leases; (c) join Seller in the execution of the Assignment and Assumption of Contracts; (d) join Seller in the execution of the Assignment and Assumption of Warranties and Guaranties; (e) join Seller in the execution of the Assignment of Licenses and Permits; (f) deliver to the Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (g) deliver certificates in the names of the Electing Members to the Seller representing the OP Units; and (h) deliver such additional documents as shall be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement. (i) deliver such documents as may be reasonably required by the Lender in issuing its approval of Buyer’s assumption of the Existing Indebtedness.

Buyer’s Obligations at Closing. Contemporaneously with the performance by Seller of its obligations at Closing, Buyer shall: (1) Execute and deliver to Seller a closing statement setting forth the Purchase Price, adjustments, proration’s and closing costs as set forth herein; and (2) Execute and deliver such other documents as may be required by this Agreement.