Buyer Deliveries at Closing. At the Closing, Buyer will execute and/or deliver, or cause to be executed and delivered, to the Title Company for delivery to Seller (unless another party is otherwise indicated) each of the following agreements, instruments and other documents:
7.5.1. To the Existing Lender, three (3) original counterparts executed by Seller of the applicable Lender Approval Documents;
7.5.2. Two (2) original counterparts executed by Buyer of the Closing Statement (as defined in Section 7.9.2 below); provided, however, that such executed Closing Statement may be transmitted by facsimile and/or e-mail so long as two (2) original counterparts are deposited with Federal Express or other nationally recognized overnight courier on the Closing Date for delivery to the Title Company the next business day;
7.5.3. Such other documents as Title Company may reasonably require from Buyer in order to issue the Title Policy and to close this transaction; and
7.5.4. Any and all other instruments and documents required to be delivered by Buyer at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement, and such other documents or instruments as Seller and Title Company may reasonably request to effect the transactions contemplated hereby.
Buyer Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller:
(a) a certificate dated as of the Closing Date, which certificate shall be validly executed on behalf of Buyer by an appropriate executive officer of Buyer, certifying that the condition specified in Section 3.3(a)(i) has been satisfied:
(i) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct as of the date hereof (except that those representations and warranties that address matters only as of a particular date shall be true and correct as of such particular date), except where the failure of such representations and warranties in the aggregate to be so true and correct would not reasonably be expected to prevent, or materially impair or delay, the consummation of the transactions contemplated herein.
(b) an amount equal to the Closing Consideration by wire transfer in immediately available funds to an account or accounts designated at least three (3) Business Days prior to the Closing Date by Seller in a written notice to Buyer;
(c) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by Buyer;
(d) the Manufacturing and Supply Agreement, duly executed by Buyer;
(e) the License Agreement, duly executed by Buyer;
(f) all such additional instruments, documents and certificates provided for by this Agreement or as may reasonably be requested by Seller in order to consummate the transactions contemplated herein.
Buyer Deliveries at Closing. At the Closing, Buyer will deliver to the Sellers:
(a) the various certificates, instruments and documents referred to in Section 7.1 below; and
(b) the certificates and/or warrants representing the Closing Securities. STG_319977.13
Buyer Deliveries at Closing. At the Closing, the Buyer shall deliver (and shall have executed any deliverable as necessary) to Seller each of the following:
(a) the Purchase Price payable in accordance with Section 2.3;
(b) the Xxxx of Sale and Assignment of Purchased Assets (other than the Owned Vehicles) in the form attached hereto as Schedule 3.3(b) (“Xxxx of Sale and Assignment of Purchased Assets”);
(c) the Xxxx of Sale and Assignment of Owned Vehicles in the form attached hereto as Schedule 3.3(c) (“Xxxx of Sale and Assignment of Owned Vehicles”); and
(d) the Escrow Agreement.
Buyer Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to the Sellers the following:
(i) the Transition Services Agreement, duly executed by Buyer;
(ii) a good standing certificate for Buyer from the Secretary of State of the State of Delaware, as of a date within a reasonably current period;
(iii) copies of documentation of Buyer, in form and substance reasonably acceptable to Sellers, evidencing the appropriate approvals and authorizations of the transactions contemplated by this Agreement;
(iv) duly executed agreements between a Company or certain of its Subsidiaries and Holdings or certain of its Subsidiaries with respect to the matters set forth on Schedule 1.3(c)(xii), in form and substance reasonably satisfactory to Holdings;
(v) (A) a guaranty of JFL-NRC Partners, LLC, a Delaware limited liability company and the parent of Buyer (“Partners”), in favor of Holdings with respect to Holdings’ obligations under the Bareboat Charter Guaranty, in form and substance reasonably acceptable to Buyer and the Sellers, and (B) the Technical Management Agreement duly executed by Partners or a Subsidiary thereof, in form and substance reasonably satisfactory to Holdings;
(vi) a general release in the form attached hereto as Exhibit B, duly executed by Buyer; and
(vii) Section 1.4 the Closing Payment. Purchase Price Adjustments for Final Working Capital.
(a) No later than ten Business Days prior to the date on which the Closing is expected to occur, SEACOR Environmental Services shall furnish to Buyer a statement, prepared in reasonable detail, reflecting SEACOR Environmental Services’ good faith estimate of Working Capital of the Companies and their Subsidiaries as of the Closing Date (the "Estimated Working Capital”), which statement shall be (i) calculated in accordance with GAAP using the same practices, policies, and procedures as used in the preparation of the Annual Balance Sheet Date balance sheet, and following the Accounting Principles and (ii) signed by SEACOR Environmental Services’ chief financial officer.
(b) As promptly as practicable, but no later than 60 days after the Closing, Buyer will cause to be prepared and delivered to SEACOR Environmental Services a statement setting forth Buyer’s good faith calculation of the Working Capital of the Companies and the Subsidiaries as of the Closing Date (such statement the "Draft Closing Statement”), calculated in accordance with GAAP using the same practices, policies, and procedures as used in the pr...
Buyer Deliveries at Closing. On the Closing Date, Buyer shall deliver to Sellers, in addition to payment of the Purchase Price as provided in Section 2.3, a certificate executed by an officer of Buyer certifying that all of the representations and warranties of Buyer herein are true and correct as of the Closing Date and that Buyer has performed and satisfied all of the agreements and covenants required to be performed by it hereunder on or prior to the Closing. 3 4
Buyer Deliveries at Closing. At the Closing, Buyer is delivering or causing to be delivered to Seller the following:
(i) to Seller, cash in immediately available funds as provided in Section 2.2;
(ii) the Working Capital Escrow Agreement, duly executed by Buyer; and
(iii) copies of all permits, consents or approvals of third parties or Governmental Entities, the granting of which are necessary for the consummation of the transactions contemplated herein.
Buyer Deliveries at Closing. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller:
3.3.1. the Purchase Price by wire transfer of immediately available funds;
3.3.2. a countersigned copy of the Xxxx of Sale; and
3.3.3. a copy of the Principal Employment Agreement countersigned by Buyer.
Buyer Deliveries at Closing. Buyer shall deliver to Seller or to Escrow Agent, as the case may be, at Closing the following:
10.3.1 The Purchase Price in immediately available funds, subject to the prorations provided for in this Agreement.
10.3.2 Counterpart originals duly executed (and witnessed and/or notarized as necessary) by Bxxxx of the Assignment, the Assignment of Stock, and the Closing Statement.
Buyer Deliveries at Closing. Subject to the terms and conditions of this Agreement, on the Closing Date Buyer shall execute (as applicable) and/or deliver, or cause to be delivered, to Seller:
3.3.1. the Cash Payment;
3.3.2. the Promissory Note;
3.3.3. the Guaranty;
3.3.4. a certificate of Buyer to the effect set forth in Sections 8.2.1 and 8.2.2;
3.3.5. countersigned copies of the assignment and assumption agreements for the Assumed Contracts and real estate Leases referred to in Section 3.2.2;
3.3.6. all other certificates, instruments and documents that are expressly required pursuant to this Agreement to be delivered by Buyer to Seller at the Closing; and
3.3.7. the Offset Escrow Agreement.
