Buyer’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Sellers, the Buyer shall deliver to the Sellers the following, each of which shall be in a form reasonably acceptable to the Sellers (the "Buyer's Closing Documents"):
(a) Stock certificates legended as provided herein representing the shares of Buyer's Class A Common Stock included in the Purchase Price.
(b) The Instruments of Assignment and Assumption duly executed by the Buyer.
(c) A "lock-up" agreement of Gary Valinoti, Chief Executive Officer of the Buyer, in which he agrexx xxx xx xxxl 50% of all shares of the Buyer owned by him (including any shares purchasable by him under currently exercisable, in the money options or warrants owned by him) as of the Closing Date for a period of six (6) months thereafter.
(d) Resignations of each of the Management Stockholders covering their position as directors and executives of the Buyer but not their positions with JAG Media LLC.
(e) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, the Buyer's Closing Documents and of all of the other documents to be executed and performed by the Buyer in connection with the Contemplated Transaction.
(f) The duly executed opinion of the Buyer's counsel, dated as of the Closing Date and addressed to the Sellers ("Buyer's Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit D and subject to the standard exceptions set forth in Buyer's Opinion. In rendering Buyer's Opinion, Buyer's counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Buyer.
(g) Such other certificates, instruments and documents as the Sellers and the Sellers' counsel reasonably deem necessary or desirable to consummate the Contemplated Transaction, including without limitation evidence of the Buyer having taken all steps required to be taken by it prior to or at Closing under Article VI and Article VII hereof.
Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to or for the benefit of Seller the following instruments:
(a) A wire transfer to be delivered to Seller in the total amount of the Estimated Closing Amount;
(b) Resolutions from the Buyer and Issuer authorizing consummation of the transactions contemplated by the Agreement in the form attached as Exhibit G-1 and G-2, respectively;
(c) evidence of book-entry delivery of the Closing Shares and Additional Consideration;
(d) A counterpart signature to each of the Employment Agreements executed by Buyer;
(e) A counterpart signature to the IP Assignment executed by Buyer;
(f) A counterpart signature to the Funds Flow executed by Buyer;
(g) An executed Escrow Agreement executed by Buyer; and
(h) Such other documents and instruments as may be reasonably requested to effect the transactions contemplated hereby.
Buyer’s Deliveries at Closing. At Closing, Buyer shall deliver or cause to be delivered to Buyer the following:
(a) A Certificate, dated as of the Closing Date and signed by an executive officer of Buyer, to the effect that (i) all representations and warranties of the Buyer contained in this Agreement, or in any exhibit, schedule, certificate or other document delivered pursuant hereto, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of that date, and (ii) all of the terms, covenants and conditions to be complied with and performed by Buyer on or prior to the Closing Date shall have been complied with or performed in all material respects;
(b) The purchase price as provided in Section 2 hereof by wire transfer of immediately available funds; and
Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver or cause the Escrow Agent to deliver to Seller the following:
(a) The sums required under Section 2;
(b) The net amounts, if any, credited to Seller from the prorations pursuant to the settlement statement approved by Buyer and Seller;
(c) Such evidence as may be reasonably requested by Escrow Agent evidencing the status and capacity of Buyer and the authority of the persons who are executing the various closing documents on behalf of Buyer in connection with the Agreement; and
(d) Such other documents and instruments as may be required for the Closing. All agreements and instruments to be delivered to Seller shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Buyer under this Agreement.
Buyer’s Deliveries at Closing. On or before the Closing Date, Buyer shall deliver to Escrow Holder the Purchase Price for the Property as provided in Section 2. On or prior to the Closing Date, Buyer shall deliver to Escrow Holder two (2) duly executed counterparts of each Assignment of Leases, each Assignment of Contracts (if any Approved Contracts exist), the ROFR Agreement, the Anti-Poaching Agreement and the Closing Statement and such other documents as the Title Company may reasonably require including evidence confirming the due authorization, execution and delivery of this Agreement and the other documents to be executed in connection herewith by Buyer.
Buyer’s Deliveries at Closing. On or before the Closing Date, Buyer shall deliver to Escrow Holder the Purchase Price for the Property as provided in Section 2. On or prior to the Closing Date, Buyer shall deliver to Escrow Holder two (2) duly executed counterparts of the Assignment of Leases, Assignment of Contracts and the Closing Statement and such other documents as the Title Company may reasonably require including evidence confirming the due authorization, execution and delivery of this Agreement and the other documents to be executed in connection herewith by Buyer.
Buyer’s Deliveries at Closing. 11.5.1. At or prior to the Closing, GM Buyers and Old GM (solely with respect to Clause A below) will deliver or cause to be delivered the following:
A. The waiver by Old GM and GM of their respective pre-petition Claims, Administrative Claims, and future Claims in the Bankruptcy Cases including without limitation any such Claims pursuant to the Global Settlement Agreement, as amended, effective as of September 29, 2008, between Delphi and Old GM and the waiver by GM and Old GM of their respective Claims with under each of the GM-Delphi Liquidity Agreements;
B. The payment to the DIP Agent of the DIP Payment;
C. The assumption or payment of the applicable Cure Amounts for the GM Business that are GM Assumed Liabilities;
D. The payment to Delphi of certain expenses of Delphi and its Filing Affiliates following the Closing as set forth on Exhibit 3.1.1.
Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver, or cause to be delivered, the following:
(a) the Closing Date Cash Payment to Seller by wire transfer of immediately available funds in accordance with Section 1.04 hereto;
(b) each of the Ancillary Agreements, in each case executed by a duly authorized officer of Buyer that is a party thereto (or by a duly authorized officer of any direct or indirect subsidiary of Buyer Guarantor to which a Transferred Agreement is assigned) and delivered to Seller;
(c) the Escrow Amount to the Escrow Agent; and
(d) such other duly executed documents and certificates to Seller as may be required to be delivered by Buyer pursuant to the terms of this Agreement.
