Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by Sellers, Buyer shall deliver:
(a) to Sellers the Cash Consideration and the Share Consideration, less the Indemnity Deposit and the LC Deposit;
(b) to the Escrow Agent the Indemnity Deposit and the LC Deposit in accordance with the Indemnity Escrow Agreement;
(c) to the extent applicable, to an account under the control of the Massachusetts Court, the Litigation Deposit;
(d) to Sellers an assumption agreement, fully executed by Buyer, in form and substance reasonably acceptable to Sellers, pursuant to which Buyer shall assume the future payment and performance of the Assumed Liabilities;
(e) to Sellers the Indemnity Escrow Agreement, fully executed by Buyer;
(f) to Sellers the Registration Rights Agreement, fully executed by Buyer;
(g) to Sellers the Time & Material Agreement, fully executed by Buyer;
(h) to Sellers copies of resolutions duly adopted by the board of directors of Buyer authorizing and approving Buyer's execution and delivery of this Agreement and the Transaction, certified as true and in full force and effect as of the Closing Date by an appropriate officer of Buyer;
(i) to Sellers certificates of the duly authorized President or a Vice President of Buyer certifying that, except as expressly limited to a specific date, each of the representations and warranties of Buyer contained in this Agreement is true and correct on and as of the Closing Date in all material respects, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the Closing Date have been complied with and performed in all material respects;
(j) to Sellers certificates of incumbency for the officers of Buyer executing this Agreement and other Closing documents, dated as of the Closing Date;
(k) to Sellers certificates of existence and good standing of Buyer from the jurisdiction in which it is incorporated, dated within ten business days date prior to Closing; and
(l) to Sellers such other agreements, instruments and documents as Sellers reasonably deem necessary to effect the transactions contemplated hereby.
Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver or cause to be delivered to Seller:
(a) an amount equal to the Initial Payment;
(b) the Stakeholders’ Agreement, properly executed by Buyer and dated as of the Closing Date;
(c) a certificate of an officer of each of Nucor and Buyer regarding the authority and incumbency of those officers of Nucor or Buyer, as applicable, executing this Agreement and any other agreements or instruments delivered at Closing;
(d) copies of resolutions or equivalent instruments duly adopted by each of Buyer and Nucor authorizing and approving the execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in full force and effect as of the Closing Date by an officer of Buyer or Nucor, as applicable;
(e) a certificate of a duly authorized officer of Buyer certifying that the conditions in Section 6.01 have been fulfilled; and
(f) such other instruments, agreements, certificates and documents as Seller reasonably deems necessary to effect the Transaction. All actions and transactions constituting the Closing (including all the deeds and documents to be executed on Closing pursuant to this Agreement) shall be regarded for the purpose of the Closing as a single transaction and shall constitute a condition to the effectiveness of the Closing so that, at the option of the Party having an interest in carrying out the relevant action, no action or transaction shall be deemed to have taken place, unless and until all the other actions and transactions constituting the Closing shall have taken place as provided in this Agreement.
Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by Columbia, Buyer, shall deliver to Columbia the following:
(A) The Purchase Price, minus the principal amount of the note described in Section 2.1(a), in immediately available funds;
(B) The Loan Documents;
(C) Copies of resolutions duly adopted by the board of directors of Buyer authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of Closing by the appropriate officer of Buyer;
(D) Certificates of the President or a Vice President of Buyer certifying that each covenant and agreement of Buyer to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects;
(E) Certificates of the President or a Vice President of Buyer certifying that each of the representations and warranties of Buyer set forth herein is true and correct in all material respects as of the Closing Date;
(F) Certificates of incumbency for the respective officers of Buyer executing this Agreement or making certifications for Closing dated as of Closing;
(G) Certificates of existence and good standing of Buyer from the state in which it is incorporated, dated the most recent practical date prior to Closing; and
(H) An opinion of counsel to Buyer, reasonably satisfactory to Columbia, as to Buyer's due existence and authority.
Action of Buyer at Closing. At the Closing, Buyer shall deliver to Seller the following:
(a) payment in cash or immediately available funds of an amount equal to (i) the Purchase Price (less the amount of the Earnest Money Xxxxxxt as the same may be increased by the terms of the Earnest Money Xxxxxxt Agreement ), plus (ii) Working Capital;
(b) the Assignment and Undertaking;
(c) copies of corporate resolutions duly adopted by the Board of Directors of Buyer authorizing and approving Buyer's performance of the transactions contemplated hereby and the execution and delivery of the documents described herein, certified as true and of full force as of Closing by appropriate officers of Buyer;
(d) certificates, dated as of the Closing Date, of appropriate officers of Buyer certifying that, to the best of such officers' knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of the Buyer contained in this Agreement are true and correct and all respective covenants and agreements of Buyer to be performed prior to or as of Closing pursuant to this Agreement have been performed;
(e) a certificate of incumbency, dated as of the Closing Date, for the officers of Buyer making certifications for Closing or executing the Assignment and Undertaking, the Information Systems Agreement, or this Agreement;
(f) a certificate of corporate existence of Buyer from the State of California, dated the most recent practical date prior to Closing; and
(g) the Information Systems Agreement.
Action of Buyer at Closing. At the Closing, Buyer shall deliver to Seller:
(a) The Purchase Price due to Seller as adjusted in accordance with Section
(b) Copies of resolutions duly adopted by the Board of Directors of PMH and Xxxxx authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of PMH and Xxxxx;
(c) A certificate of the President or a Vice President of Buyer certifying that each covenant and agreement of Buyer to be performed prior to or as of the Closing pursuant to this Agreement has been performed and each representation and warranty of Buyer is true and correct on the Closing Date, as if made on and as of the Closing;
(d) A certificate of incumbency for the respective officers of PMH and Xxxxx executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing, dated as of the Closing Date;
(e) Certificates of existence and good standing of Buyer from the state in which Buyer is formed or incorporated, dated the most recent practical date prior to Closing;
(f) Such other instruments and documents as Seller reasonably deems necessary to effect the transactions contemplated hereby;
(g) The Transitional Services Agreement, fully executed by Xxxxx;
(h) Final execution copy of the Transfer Act Form III and ECAF with x $3,000 initial filing fee, as more fully described in Section 5.06; and
(i) Such other Closing Documents as Seller deems reasonably necessary to consummate the transactions contemplated by this Agreement.
Action of Buyer at Closing. At the Closing, Buyer shall deliver to Seller the following:
(a) payment of the Purchase Price as determined in accordance with Section 1.5(a) hereof in cash, certified or cashier's check, wire transfer or other immediately available funds;
(b) the Assignment and Undertaking Agreement executed by duly authorized officers of Buyer and Province providing for the assumption from Seller of the Assumed Liabilities, the Assumed Leases and the Assumed Contracts;
(c) the Capital Improvements Agreement and the Employee Leasing Agreement, each executed by duly authorized officers of Province and Seller; and
(d) copies of corporate resolutions duly adopted by Buyer and Province authorizing and approving Buyer's performance of the transactions
Action of Buyer at Closing. At the Closing, Buyer shall deliver to Seller the following:
(A) The Check in the amount of the Purchase Price, payable to the order of Seller;
(B) An Assignment and Assumption Agreement, fully executed by Buyer, pursuant to which Buyer assumes the future payment and performance of the Assumed Liabilities as herein provided;
(C) The Allocation Agreement described in Section 2.2 above, fully executed by Buyer;
(D) Copies of resolutions duly adopted by Buyer's General Partner, authorizing and approving Buyer's performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of Closing by an appropriate officer of Buyer;
(E) The Promissory Note described in Section 2.1 above, fully executed by Buyer;
(F) Proof from the Secretary of State of the State of Texas that Buyer is a Texas Limited Partnership;
(G) A legal opinion of Buyer's counsel substantially in the form as attached hereto as Exhibit 3.2(f); and
(H) Such other instruments and documents as Seller reasonably deems necessary to effect the transactions contemplated hereby
Action of Buyer at Closing. At the Closing, Buyer shall deliver to Seller the following:
(a) the Purchase Price, including :
(i) the cash, (ii) Note A, (iii) Note B (iv) Security Agreement and Stock Pledge (Note A) (v) Security Agreement (Note B)
(b) copies of the Operating Agreement of Buyer showing the authority of Buyer's managing member to execute and deliver the documents described herein;
(c) certificates, dated as of the Closing Date, of appropriate officers of Buyer certifying that, to the best of such officers' knowledge and belief, as of Closing all of the respective representations and warranties by or on behalf of the Buyer contained in this Agreement are true and correct and all respective covenants and agreements of Buyer to be performed prior to or as of Closing pursuant to this Agreement have been performed;
(d) a certificate of existence of Buyer from the State of Georgia, dated the most recent practical date prior to Closing; and
(e) the Information Systems Agreement.
Action of Buyer at Closing. A. At the Closing, Buyer shall deliver to Seller the following:
(a) the Purchase Price, including : (i) $100,000 cash, (ii) Short Term Note, (ii) Note A, (iii) Note B, (iv) Security Agreement (Short Term Note), (v) Stock Pledge Agreement (Note A), (vi) Security Agreement (Note B), and (vii) a certificate of existence of Buyer from the State of Georgia, dated the most recent practical date prior to Closing
B. Buyer hereby covenants to deliver to Seller by May 15, 1999 the following:
(a) the payment of the Short Term Note;
I. Section 3 of the Stock Purchase Agreement is amended to add SECTION 3.22 to read as follows:
Action of Buyer at Closing. At the Closing, Buyer shall deliver to the Company the following:
(a) the Cash;
(b) a certificate evidencing the Stock;
