Closing Payment Purchase Price Closing Deliveries Sample Clauses

Closing Payment Purchase Price Closing Deliveries. 14 Section 2.04 No Assumed Obligations. 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY 15 Section 3.01 Organization. 15 Section 3.02 Authorization. 15 Section 3.03 Governmental Authorization. 16 Section 3.04 Ownership. 16 Section 3.05 Financial Statements. 17 Section 3.06 No Undisclosed Liabilities. 17 Section 3.07 Solvency. 17 Section 3.08 Litigation. 17 Section 3.09 Compliance with Laws. 17 Section 3.10 Conflicts. 18 Section 3.11 Subordination. 18 Section 3.12 Intellectual Property. 18 Section 3.13 Regulatory Approval. 20 Section 3.14 Material Contracts. 21 Section 3.15 Place of Business. 21 Section 3.16 Broker’s Fees. 21 Section 3.17 Other Information. 22 Section 3.18 Insurance. 22 Section 3.19 Taxes. 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 22 Section 4.01 Organization. 22 Section 4.02 Authorization. 23 Section 4.03 Broker’s Fees. 23 Section 4.04 Conflicts. 23 Table of Contents (continued) Page ARTICLE V COVENANTS 23
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Closing Payment Purchase Price Closing Deliveries 
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Related to Closing Payment Purchase Price Closing Deliveries

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

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