Deliverables by Purchaser Clause Samples

Deliverables by Purchaser. At the time of closing on the Closing Date, the Purchasers shall: a) deliver to the Selling Party the Sale Price, subject to section 7.7; b) deliver to the Selling Party and its Principal, as the case may be, a release by the Purchasers and their Principals, as the case may be, of all claims against each of the Selling Party and its Principal in its capacity as a Shareholder and his capacity as an officer. director and employee of the Corporation, with respect to those matters which any of the Purchasers or their Principals knew or ought to have known in their capacity as Shareholders , Directors, or officers of the Corporation, or as a Party to this Agreement , except for any claims which may arise out of the transactions of purchase and sale herein contemplated ; c) cause the Corporation to deliver to each of the Selling Party and its Principal as the case may be, a release by the Corporation of all its claims against the Selling Party and its Principal with respect to any matter or thing which the books and records of the Corporation reflect or which was done in the ordinary course of the Corporation's business and arising as a result of the Selling Party being a Shareholder, or its Principal being a Director, officer or employee of the Corporation, as the case may be; and, d) utilize their reasonable best efforts themselves , or through the Corporation or the remaining Shareholders to attempt to secure and deliver to the Selling Party and its Principal and any Person related thereto who has guaranteed or assumed any obligation whatsoever in respect of the Corporation, a full release from all such guarantees and obligations in a form reasonably satisfactory to the Selling Party's counsel, and the Purchasers shall provide such personal undertakings and other security as may reasonably be required to secure such release. In the event the Purchasers are unable to so secure such release, they shall provide the Selling Party, its Principal or such other Person with their joint and several indemnity in respect of the outstanding guarantee and/or obligations, together with security for such indemnity in a form suitable to the Selling Party.

Deliverables by Purchaser. Purchaser shall have complied in all respects with the provisions of Section 2.8(b).

Deliverables by Purchaser. At the Settlement Closing, Purchaser will deliver or cause to be delivered the following documents and deliverables (the “Purchaser Deliverables”): (a) the Assignment and Assumption Agreements duly executed by Purchaser; (b) payment of the Alterna Purchase Price to Alterna; (c) payment of the LDVF1 Purchase Price to LDVF1; (d) evidence, in form reasonably satisfactory to Sellers, of Purchaser’s receipt of all approvals from Governmental Authorities required to be obtained by Purchaser in connection with the transactions contemplated hereby; (e) certificates signed by the secretary of Purchaser (i) attaching all resolutions of the governing body of Purchaser relating to the sale of the Beneficial Interests and the transactions contemplated hereby and (ii) certifying as to the incumbency of the person or persons authorized to execute and deliver such documents as will be executed and delivered on behalf of Purchaser at the Settlement Closing; (f) certificates from a duly authorized representative of Purchaser certifying that each representation and warranty of Purchaser contained in this Agreement, in the Exhibits attached hereto, and in all certificates and documents delivered by Purchaser to Sellers pursuant to this Agreement are true and accurate in all material respects on and as of the Settlement Closing Date; and (g) such certificates, other documents and instruments as Sellers or their counsel may reasonably require in connection with, and to effect, the transactions contemplated by this Agreement and the documents to be executed in connection herewith.