Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Xxxxxx, Xxxxx shall deliver to Seller the following:
(a) An amount equal to the Purchase Price in immediately available funds;
(b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement;
(c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement;
(d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity authorizing and approving their respective 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 Buyer and each Buyer Entity;
(e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement;
(f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date;
(g) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing;
(h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable;
(i) The Transition Services Agreement, fully executed by Buyer or its Affiliates, as applicable;
(j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable;
(k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and
(l) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.
Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:
(a) The Purchase Price in accordance with Section 1.5 hereof;
(b) The Assignment and Assumption Agreement(s), fully executed by Buyer, pursuant to which Buyer shall assume the future performance of the Contracts as herein provided;
(c) Copies of resolutions duly adopted by the Board of Buyer, 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 in full force as of the Closing, by the appropriate officers of Buyer;
(d) Certificates of the Chairman or Vice Chairman 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;
(e) Such other instruments and documents as Seller shall reasonably request which are necessary to effect the transactions contemplated hereby.
Actions of Buyer at Closing. At the Closing and unless otherwise waived by Seller, Buyer shall have delivered to Seller those deliveries set forth in Section 2.3.
Actions of Buyer at Closing. At the Closing, Buyer shall:
(a) deliver to Seller the Adjusted Purchase Price, less the Deposit, by wire transfer as set forth in Section 3.01;
(b) deliver to Seller counterparts of the Assignments executed by Buyer; and
(c) execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.
Actions of Buyer at Closing. At the closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:
(a) Copy of the resolutions duly adopted by the board of directors of Buyer, authorizing and approving Buyer's execution, delivery and performance of this Agreement arid the transactions contemplated hereby, certified as true and in full force as of Closing by an appropriate officer of Buyer;
(b) Certificate of a duly authorized officer of Buyer certifying that each covenant and agreement of Buyer to be performed prior to Closing pursuant to this Agreement has been performed in all material respects;
(c) Certificate of a duly authorized officer of Buyer certifying that each representation and warranty of Buyer as set forth herein, is true and complete as of the date of the Agreement and as of the Closing Date; and
(d) Certificate of Good Standing of Buyer from the State of Delaware dated shortly before the Closing Date.
Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:
(a) An amount equal to the Interim Cash Purchase Price by wire transfer of immediately available funds to an account designated by Seller;
(b) One or more Assignments of Contracts and Assumption of Liabilities duly executed by Buyer, pursuant to which Buyer shall assume the future payment and performance of the Assumed Contracts and the Assumed Liabilities;
(c) Copies of resolutions duly adopted by the governing board of Buyer, 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 and effect as of Closing, by the appropriate officers of Buyer;
(d) A certificate of Buyer certifying that the conditions set forth in Sections 8.1 and 8.3 have been satisfied;
(e) Certificates of incumbency for the respective officers of Buyer executing this Agreement and any other document contemplated herein dated as of the Closing Date;
(f) Certificates of existence and good standing of Buyer from its state of organization dated the most recent practical date prior to Closing;
(g) The Transition Services Agreement, duly executed by Buyer; and
(h) Such other instruments and documents Seller reasonably deems necessary to effect the transactions contemplated hereby.
Actions of Buyer at Closing. At the Closing, Buyer shall:
(a) execute and acknowledge the Assignment and such Additional Assignments (in form and substance mutually agreed upon by Buyer and Seller) as may be necessary or desirable to convey the Assets and any Third Party Seismic Data to Buyer;
(b) deliver to Seller the Adjusted Purchase Price less the Deposit by wire transfer as set forth in Section 3.01;
(c) execute and deliver to Seller the certificate described in Section 8.01(f); and
(d) execute, acknowledge and deliver any other agreements provided for under this Agreement or necessary or desirable to effectuate the transactions contemplated by this Agreement.
Actions of Buyer at Closing. (a) At the Closing, Buyer shall pay Sellers the Cash Closing Amount, deposit the Escrow Amount in accordance with the Escrow Agreement and pay Sellers the Medical Plan Payment, and Buyer shall assume the Assumed Liabilities; and
(b) At the Closing and unless otherwise waived in writing by Nextera, Buyer shall deliver the documents and instruments required by Article X hereof.
Actions of Buyer at Closing. At the Closing and unless otherwise waived in writing by Sellers, Buyer shall deliver to Sellers the following:
(a) An amount equal to the Purchase Price in immediately available funds;
(b) Copies of resolutions duly adopted by the board of directors of Buyer authorizing and approving Buyer's performance of the transactions contemplated hereby and the Related Agreements to which it is a party and the execution and delivery of this Agreement and the Related Agreements to which it is a party and the documents described herein and therein, certified as true and of full force and effect as of Closing, by appropriate officers of Buyer;
(c) A certificate of incumbency for the officers of Buyer executing this Agreement and any other agreements or instruments contemplated herein dated as of the Closing Date;
(d) A certificate of good standing of Buyer from its state of incorporation; and
(e) The opinions, certificates, consents and other documents referred to herein as then deliverable by Buyer.
