Closing Deliveries of Purchaser Sample Clauses

Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company): (a) the Cash Amount in accordance with Section 1.8; (b) the Transition Agreement, executed by Purchaser; (c) the License Agreement, executed by Purchaser; (d) the Non-Competition Agreement, executed by Purchaser; (e) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied; (f) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser; (g) a certificate of good standing of Purchaser issued by the Delaware Secretary of State; (h) the Lease Assignments, executed by Purchaser; (i) the Facility Use Agreements, executed by Purchaser; (j) Local Asset Transfer Agreements, executed by Purchaser; (k) the Assignment and Assumption Agreement, executed by Purchaser; and (l) the Intellectual Property Assignment and Assumption Agreement, executed by Purchaser.

Closing Deliveries of Purchaser. Subject to the conditions set forth in this Agreement, at or prior to the Closing, Purchaser shall deliver or cause to be delivered to the Seller or the Lender (as applicable): (a) payment of the Purchase Price, in the applicable manner set forth in Section 2.4; (b) payment of the AEP Deposit Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (c) payment of the MAR Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (d) the Assignment of LLC Interests, duly executed by Purchaser; (e) the Seller Lien Pledge Agreement, duly executed by Purchaser; (f) the Membership Certificate and Blank Interest Power, with the blank interest power duly executed by Purchaser; (g) the Intercreditor Agreement, duly executed by Purchaser; (h) the Loan Agreement, duly executed by Purchaser; (i) each of the Guaranties, duly executed by the Guarantors, as applicable; (j) each of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable; (l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date; (m) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable), in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf of Purchaser, this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying (i) as to the resolutions of the member(s) and manager(s) ...

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated in writing by Seller.

Closing Deliveries of Purchaser. The obligations of Seller to effect the Share Purchase and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by Seller, at or prior to the Closing, of each of the following conditions:

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver (or cause to be delivered) to Seller all of the following: (a) the Purchase Price by wire transfer of immediately available funds to an account designated by Seller; (b) two (2) originals of the Delivery Protocol duly executed by Purchaser; (c) a certificate of an executive officer of Purchaser, dated the Closing Date, certifying as to the fulfillment of the conditions specified in Sections 9.1 and 9.2; and (d) a certificate of the Secretary of Purchaser, dated the Closing Date, setting forth the resolutions of the Board of Directors of Purchaser approving this Agreement, the Ancillary Agreements and all other documents contemplated hereby and thereby, and authorizing the transactions contemplated hereby and thereby.

Closing Deliveries of Purchaser. The obligation of Purchaser and HC to consummate the transactions contemplated by this Agreement shall be subject to the delivery, prior to or at Closing, of each of the following by Purchaser (the delivery of any or all of which may be waived by HC in its sole discretion): a. The first payment of the Purchase Price as described in Section 6 of this Agreement; and b. Documentation evidencing closing on the ▇▇▇▇▇ Cultivation.

Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Sellers: 9.3.1 a b▇▇▇ of sale, for the Target Assets, duly executed by Purchaser and any other documents, instruments and writings (either executed counterparts or otherwise) required or reasonably requested by Sellers to be delivered by Purchaser pursuant to this Agreement for Sellers to transfer and assign the Target Assets and Assumed Liabilities to Purchaser and for Purchaser to assume the Target Assets and Assumed Liabilities, each in form and substance reasonably satisfactory to Sellers and Purchaser; 9.3.2 a copy, certified by an authorized officer of Purchaser to be true, complete and correct as of the Closing Date, of the resolutions of Purchaser, authorizing and approving the transactions contemplated hereby; 9.3.3 the certificate required by Section 8.1, duly executed by an officer of Purchaser; 9.3.4 the Transition Services Agreement, duly executed by Purchaser; and 9.3.5 the Closing Payment and, to the extent not already paid, the Assumed Cure Amounts.

Closing Deliveries of Purchaser. Section 2.5 is hereby amended by adding new subsection (m) as follows:

Closing Deliveries of Purchaser. In addition to the Purchase Price, at the Closing, Purchaser shall deliver to Seller the following, which shall be in a form reasonably satisfactory to Seller: (a) The Purchaser Closing Certificate. (b) Such other instruments and documents as are reasonably requested by Seller to carry out and effect the purpose and intent of this Agreement.