Items Delivered Sample Clauses

Items Delivered. A. At the Closing, Sellers shall: 1. Deliver to Purchaser an Assignment and Acceptance Agreement (the “Assignment”) in the form annexed hereto as Exhibit B; 2. Deliver to Purchaser the originals, if any, of the Loan Documents identified on Exhibit A (collectively, the “Loan Documents”); 3. Deliver to Purchaser evidence that Agent resigned as Agent under the Credit Agreement effective as of the Closing Date, and designated Purchaser as successor agent, and with such notice to have been delivered to Borrower and Lenders in compliance with all contractual obligations or legally waived; and 4. Execute and deliver to Purchaser a Registration Rights Agreement (the “Registration Rights Agreement”) in the form annexed hereto as Exhibit F B. At the Closing, Purchaser shall: 1. Be authorized to file a UCC Financing Statement Amendment (assignment), assigning to Purchaser UCC Financing Statement #2022-1933415 filed in favor of Seller (as successor by assignment to SWK) with the Delaware Secretary of State and covering the Collateral; 2. Pay to Sellers, via wire transfer as per wire transfer instructions set forth in Exhibit D annexed hereto, the Cash Consideration; 3. Deliver to Seller a copy of the duly executed irrevocable instructions to Computershare Trust Company, N.A. (the “Transfer Agent”), instructing the Transfer Agent to issue to Seller, in book-entry form, a number of shares of Common Stock equal to the aggregate number of Initial Consideration Shares that Seller is acquiring on the Closing Date; 4. Execute and deliver to Agent (for the benefit of Sellers) the Seller Note; and 5. Deliver to Sellers a duplicate original of the Assignment, counter-executed by ▇▇▇▇▇▇▇▇▇. C. On or before the fifteenth (15th) day following the execution of this Agreement, Sellers and Purchaser shall enter into and deliver to the counterparties thereto a stockholders agreement in a form mutually agreed by Sellers and Purchaser.

Items Delivered. Seller has delivered or will deliver to Purchaser, within ten (10) days following opening of escrow with the Escrow Agent, all pertinent property documentation and information with respect to the Property, but only to the extent Seller has reasonable access to and possession of such information (the “Due Diligence Material”), which may include, without limitation, the following materials: (i) Copies of the Golf Store Lease, licenses, options to purchase, occupancy agreements or reciprocal easement agreements with respect to the Property; (ii) Copies of all contracts to which Seller is a party pertaining to the Property including governmental submittals, agreements and matters of record; (iii) Copies of all notices of violations of any statutes, rules or regulations of any governmental agencies concerning the Property; (iv) Copies of all architectural plans and documents, technical studies, soils reports and engineering documentation concerning the Property; (v) Copies of all environmental assessments concerning the Property; and (vi) Copies of all surveys, tax bills and other documents reasonably requested by Purchaser affecting the Property.

Items Delivered. At Option Closing, HP shall deliver to WILCO an Assignment of Mitigation Credits that is substantially similar to Exhibit F of the Conservation Bank Agreement as shown on Exhibit A attached to the Agreement and any other instruments reasonably requested by WILCO to effectively vest in WILCO all of HP’s right, title, and interest in and to the Optional Mitigation Credits. At Option Closing, WILCO shall wire the Optional Purchase Price to HP’s bank account as instructed by HP.

Items Delivered. Seller from time to time after the date hereof, at Purchaser's request, will execute, acknowledge and deliver to Purchaser such other instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications and further assurances as Purchaser may reasonably request in order to vest more effectively in Purchaser, or to put Purchaser more fully in possession of, any of the Assets, or to better enable Purchaser to complete, perform or discharge any of the Assumed Liabilities. Each of the parties hereto will cooperate with the other and execute and deliver to the other such other instruments and documents and take such other actions as may be reasonably requested from time to time by any party hereto as necessary to carry out, evidence and confirm the intended purposes of this Agreement.

Items Delivered