Deliveries of Sellers. Each Seller, as applicable, shall deliver or cause to be delivered to Buyer at the Closing:
Deliveries of Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Purchaser the following, all of which are in a form satisfactory to counsel to Purchaser:
Deliveries of Sellers. Upon the terms and subject to the conditions contained herein, Sellers shall deliver or cause to be delivered to Buyer the following at or prior to the Closing:
Deliveries of Sellers. (i) On or prior to October 29, 2021, (A) each Seller shall provide wire instructions to Buyers describing the account or accounts to into which its pro rata portion of the Purchase Price shall be wired pursuant to Section 2.4(b), and (B) Sellers shall complete and deliver to Buyers Exhibit A reflecting the final amount of CCP Master Fund Interests, to be transferred by each Seller to Buyers at Closing, and the pro rata portion of the Purchase Price to be paid to each Seller by the Buyers at Closing, in each case determined based on participation in each Feeder Fund Tender Offer by investors in each Seller.
Deliveries of Sellers. Sellers shall deliver all of the following documents at Closing:
Deliveries of Sellers. At the Closing, Sellers will execute and deliver or cause to be executed and delivered to Buyer simultaneously with delivery of the items referred to in Section 7.3:
Deliveries of Sellers. On the Closing Date, Sellers shall deliver, or cause to be delivered, to Buyer: (i) duly executed counterparts of each Ancillary Agreement, if any, to which Sellers are a party; (ii) copies of resolutions of Sellers’ respective board of directors authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) the Books and Records; and (iv) such other documents and instruments as Buyer reasonably requests to consummate the transactions contemplated by this Agreement. (c)
Deliveries of Sellers. (a) On the date of this Agreement, Sellers shall deliver to Purchaser the Valuation Expert Side Letter, duly executed by Sellers. (b) At the Closing, the Sellers shall deliver to Purchaser: (i) in accordance with Section 2.6(b)(ii), if the Purchase Price payable at Closing is less than the Deposit Amount, an amount equal to the Deposit Amount minus the Purchase Price payable at Closing; (ii) the Transition Services Agreement, duly executed by Sellers; (iii) the Assignment and Assumption Agreement, duly executed by Sellers; (iv) the Xxxx of Sale, duly executed by Sellers; (v) the Transferred Assets, by making such Transferred Assets available to Purchaser at their present location; (vi) the Employee Leasing Agreement, duly executed by Sellers; (vii) the DB Secured Credit Facility Closing Date Amendment, duly executed by RFC, Deutsche Bank AG, New York Branch and the other parties thereto; (viii) an assignment agreement sufficient to vest in Purchaser good title, free and clear of all Liens other than Permitted Liens, the SPE Interests; (ix) the resignations of certain of the managers and officers of Resort Funding SPE from their positions as set forth on Schedule 2.8(ix); (x) an executed certificate of non-foreign status satisfying the requirements of Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) certifying that no Seller (with the exception of RFC Canada) is a foreign person within the meaning of Treasury Regulation 1.1445-2(b)(2); (xi) all other conveyance documents reasonably requested by Purchaser to transfer to Purchaser the Transferred Assets; (xii) the Bailment Agreement, duly executed by Sellers; (xiii) the consent of GMAC, LLC and Xxxxx Fargo Bank, N.A. to the assignment to, and assumption by, Purchaser of the GMAC Secured Credit Facility hereunder;
Deliveries of Sellers. (a) On the date of this Agreement, Sellers shall deliver to Purchaser the Valuation Expert Side Letter, duly executed by Sellers.
Deliveries of Sellers. At the Closing, the applicable Seller or GFC, as applicable, shall deliver to Purchasers:
