Buyer Deliverables. At the Closing, subject to the terms and conditions of this Agreement, the Buyer shall deliver, or cause to be delivered to the Seller:
(a) payment of the Purchase Price in accordance with Section 2.01;
(b) a counterpart duly executed by the Buyer of the Assignment and Assumption Agreement; and
(c) a certificate duly executed by the Secretary or an Assistant Secretary of the Buyer, dated as of the Closing Date, in customary form, attesting to the resolutions of the sole and managing member of the Buyer authorizing the execution and delivery of the Transaction Documents to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date.
Buyer Deliverables. At the Closing (subject to the satisfaction of Seller’s obligations as set forth in Section 2.03(a)) or as such other time as set forth below, Buyer shall deliver to Seller or cause to be delivered:”
i. to Seller, at such as agreed to by the parties, by wire transfer of immediately available funds, the Cash Purchase price less $50,000 for Seller’s working capital deficit, which amount shall be One Hundred And Seventy Five Thousand Dollars ($175,000) (the “Cash Purchase Price Payment”) to the account designated by the Seller not less than two Business Days prior to such date of payment;
ii. at such time as agreed to by the parties, the Stock Purchase Price shall be held by Axxxxxx X. Xxxxx, the Buyer’s Senior Vice President of Corporate Development (the “Escrow Agent”) in the form of stock certificate represented the Stock Purchase Price (the “Escrow Amount”) to be held by the Escrow Agent in accordance Section 2.05;
iii. Secretary Certificate of Buyer and resolution of Board of Directors approving the transaction;
iv. at such time as agreed to by the parties, the Certificate of Designation with respect to the shares of Preferred Stock of the Company as filed with the Secretary of State of the State of organization of the Buyer; and
v. fully executed copies of the employment and consulting agreements described in Section 2.03(a)(iv) above.
5. The first sentence of Section 2.04(a)(i) of the SPA shall be amended in its entirety to read as follows:
i. In contemplation of Closing, Seller agrees to provide Buyer with an unaudited, interim balance sheet of the Company (the “Initial Balance Sheet”), which shall be dated December 4, 2015 and shall include an estimated calculation of Net Working Capital with a working capital deficit of $50,000 (the “Initial Net Working Capital”).
6. Any reference to Pre-Closing Estimated Balance Sheet and Pre-Closing Net Working Capital in the SPA shall be revised to refer to the Initial Balance Sheet and Initial Net Working Capital, respectively.
7. Section 2.04(a)(ii) shall be deleted in its entirety.
8. Section 2.04(b)(iii) of the SPA shall be amended in its entirety to read as follows:
Buyer Deliverables. Buyer shall have delivered to Seller the required deliverables under Section 1.4(d).
Buyer Deliverables. Buyer covenants and agrees to deliver to Seller at Closing: (a) the Purchase Price; (b) settlement statement; (c) any amounts owed for Change Orders; and (d) any closing expenses required by the Buyer herein.
Buyer Deliverables. At the Closing, Buyer will execute (as appropriate) and deliver, or cause to be executed and delivered, the following documents and deliverables to Seller:
(a) the Assignment;
(b) the Company Agreement;
(c) the Buyer Parent Guaranties;
(d) to the accounts as designated by Seller prior to Closing, by direct bank or wire transfer in same day funds, the Purchase Price;
(e) the certificate referenced in Section 8.2(c); and
(f) any other Transaction Documents that are required by other terms of this Agreement to be executed or delivered by Buyer at the Closing.
Buyer Deliverables. Buyer shall have delivered, or caused to have been delivered, to Seller each of the items listed in Section 2.5.
Buyer Deliverables. On Closing, the Buyer shall deliver to the Seller the following: (i) the Purchase Price in cash or immediately available funds; and (ii) such other documents, certificates and other instruments as would be usual in respect of the transaction contemplated by this Agreement, or otherwise in the reasonable opinion of counsel, are reasonably necessary for the proper consummation of this transaction to validly complete the sale and transfer to Buyer the Royalty.
Buyer Deliverables. (i) At or prior to the first Purchase Date after the effectiveness of this Agreement, each Buyer shall deliver or cause to be delivered to the Seller the following:
(A) a certificate of the principal executive officer or principal financial officer of the Buyer, dated as of such Purchase Date, certifying to the matters in Section 6(a) and Section 6(b) hereof;
(B) this Agreement, duly executed by the Buyer;
(C) the Contribution Agreement, duly executed by Whitestone REIT; and
(D) the Purchase Amount by wire transfer to the account specified in writing by the Seller.
(ii) Except as provided otherwise herein, at or prior to any Purchase Date other than the first Purchase Date, the Buyer shall issue, deliver or cause to be delivered to the Seller, the following:
(A) a certificate of the principal executive officer or principal financial officer of the Buyer, dated as of such Purchase Date, certifying to the matters in Section 6(a) and Section 6(b) hereof; and
(B) the Purchase Amount by wire transfer to the account specified in writing by the Seller
Buyer Deliverables. At the Closing, Buyer shall deliver to Seller each of the following:
(i) counterparts of the Transaction Documents to which Buyer is a party (other than this Agreement) duly executed by Buyer;
(ii) a final copy of the R&W Insurance Policy endorsed by the R&W Insurer;
(iii) a certificate signed by an executive officer of Buyer, stating that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied; and
(iv) a certificate, dated as of the Closing Date, signed by the Secretary, Assistant Secretary or corollary officer of Buyer, certifying that attached thereto are complete and correct copies of (A) Buyer’s Governing Documents and (B) all requisite resolutions adopted by Buyer’s board of directors approving this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby.
Buyer Deliverables. At the Closing, Buyer shall deliver, or cause to be delivered, the following to the Company or, with respect to subpart (e) below, the Escrow Agent:
(a) the Escrow Agreement duly executed by Buyer;
(b) the Assignment and Assumption Agreement duly executed by Buyer;
(c) the Patent Assignment Agreement duly executed by Buyer;
(d) the SK License Assumption duly executed by Buyer;
(e) the Escrow Amount to the Escrow Agent; and
(f) the Cash Payment.
