Buyer’s Deliverables. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to Buyer’s payment of the Closing Consideration as provided in Section 2.2 and delivery of the following documents by Buyer:
(a) a certificate of an officer of the Buyer dated as of the Closing Date and certifying (i) that correct and complete copies of its Organic Documents are attached thereto, (ii) that correct and complete copies of each resolution of its board of directors approving the Buyer Documents to which it is a party and authorizing the execution thereof and the consummation of the transactions contemplated thereby are attached thereto and (iii) the incumbency and signatures of the persons authorized to execute and deliver the Buyer Documents on behalf of the Buyer;
(b) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to the Sellers. The Sellers may waive any of the foregoing deliverables condition specified in this Section 6.2 if they execute a writing so stating at or prior to the Closing.
Buyer’s Deliverables. Subject to the terms and conditions of this Agreement, at the Closing, Buyer will execute and deliver (or cause to be executed and delivered) each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated):
(a) the Membership Interest Assignment, duly executed by Buyer or Buyer’s Designated Affiliate;
(b) a certificate, dated as of the Closing Date, signed by a Responsible Officer of Buyer, certifying that the conditions set forth in Section 6.2(b) and Section 6.2(c) have been satisfied;
(c) an existence and good standing certificate (or its equivalent) for Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Buyer is organized, dated no more than 10 days prior to the Closing Date;
(d) a duly executed certificate of the secretary of Buyer certifying to, and to which is attached, (i) the certificate of formation of Buyer, as amended up through the Closing Date, (ii) the resolutions of the Board of Directors of Buyer General Partner authorizing the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby, and (iii) a certificate in respect of the incumbency and true signatures of the Responsible Officers who execute this Agreement and any other Transaction Documents on behalf of Buyer;
(e) the Closing Amount by wire transfer as contemplated by Section 2.2;
(f) the Transition Services Agreement, duly executed by Buyer; and
(g) the Escrow Agreement, duly executed by Buyer.
Buyer’s Deliverables. On or before the Closing Date, Buyer shall deliver or cause to be delivered to the Title Company the following: (a) by federal wire transfer of funds to the Title Company’s escrow account an amount equal to (i) the balance of the Purchase Price due at closing, adjusted as herein provided, plus (ii) the aggregate amount of closing costs for which Buyer is responsible as provided herein, all as shown on Buyer’s closing statement; (b) and Buyer’s Closing Statement and such other documents as Title Company may require at Closing.
Buyer’s Deliverables. At the Closing, Buyer shall deliver to Seller:
(a) a cashier's check payable to Express Employment Agency Corp, Inc. in the amount of Eighty Five Thousand Dollars ($85,000);
(b) the Employment Agreement described in Section 7.6 and
(c) the Promissory Note in the form attached hereto as Exhibit “A”.
Buyer’s Deliverables. Buyer shall have delivered to Seller the agreements, documents and other items described in Section 4.3.
Buyer’s Deliverables. Buyer will have delivered to Seller the Purchase Price and Buyer’s Officer’s Certificate.
Buyer’s Deliverables. At the Closing, the Buyer shall deliver to the Seller:
(i) A certificate(s) evidencing the Seller’s IE Common Shares;
(ii) Cash Consideration;
(i) A Closing Certificate, duly executed by the appropriate officer of the Buyer, dated on the Closing Date, in form and substance reasonably satisfactory to Seller, certifying as to the fulfillment of the closing conditions set forth in Sections 3.01(a) and 3.01(b) hereof;
(ii) The Opinion of Buyer’s Counsel dated the Closing Date, substantially in the form attached hereto as Exhibit C.
Buyer’s Deliverables. The Buyers shall have performed, satisfied and complied with their obligations pursuant to Section 5.1.
Buyer’s Deliverables. At the Closing, Buyer shall deliver to Seller:
(a) the amount of the balance described in Section 3.1(b)(iv) in accordance with Section 3.1(b)(iv);
(b) the Xxxx of Sale, duly executed by Buyer;
(c) with respect to each Lease, an Assignment and Assumption of Lease, duly executed by Buyer;
(d) the Escrow Agreement, duly executed by Buyer;
(e) a certificate of the Secretary or another authorized officer of Buyer, dated as of the Closing Date, setting forth and attesting to the resolutions of the sole member of Buyer authorizing the execution, delivery and performance of this Agreement and the Buyer Closing Documents and the consummation of the Transactions;
(f) a certificate of an authorized officer of Buyer, dated as of the Closing Date, certifying as to the matters set forth in Section 7.3(a) and Section 7.3(b);
(g) evidence that Buyer has (i) assumed the lease obligations for the Purina Rail Cars consistent with those terms set forth opposite each such Purina Rail Car on Exhibit L; (ii) assumed all of Seller’s obligations related to oil and meal sales contracts under the Purina Marketing Agreements committed to by Purina and Seller prior and up to the Closing, excluding only those contracts with a shipment date prior to July 1, 2015, with less than twenty-four (24) tons for truck shipment contracts or ninety-five (95) tons for rail shipment contracts remaining as a diminishing balance, which will provide for payment to Buyer of the amounts contemplated by the Purina Marketing Agreements without any reduction for any fees or expenses, including commissions; and (iii) assumed all obligations for Seed Contracts;
(h) a properly completed certificate of exemption in accordance with the State of Minnesota’s requirements, indicating that Buyer is purchasing, as a reseller, in Minnesota; and
(i) all other Contracts, documents or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.1 and Section 7.3.
Buyer’s Deliverables. At the Closing, Buyer shall deliver the following to
(a) The Purchase Price.
(b) A certificate of the Secretary (or other officer) of Buyer certifying (i) that attached thereto are true and complete copies of all resolutions of the board of directors of Buyer authorizing the execution, delivery , and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect, and (ii) the names, titles, and signatures of the officers of Buyer authorized to sign this Agreement and the other Transaction Documents.
(c) Share certificates or a book entry statement evidencing the Payment Shares.
