Buyer's Deliveries to Seller. At the Closing, Buyer shall deliver to Seller, in addition to any and all other instruments required hereunder to be so delivered to Seller by Buyer, the following:
8.2.1. The Purchase Price by wire transfer to an account specified by Seller;
8.2.2. Copies of the charter and bylaws of Buyer and of resolutions adopted by the Board of Directors of Buyer authorizing execution and performance by Buyer of this Agreement and all other agreements contemplated by this Agreement and the purchase of the Shares, all as certified by appropriate officers of Buyer as of the Closing Date;
8.2.3. A certificate as to the incumbency of each person executing this Agreement and all other agreements contemplated by this Agreement on behalf of Buyer;
8.2.4. Current certificates of corporate good standing and qualification to do business of Buyer as certified by the Secretary of State or other appropriate officer of the State of Tennessee;
8.2.5. The opinion of Buyer's Counsel referred to in Section 7.2.5;
8.2.6. The certificate of Buyer required by Section 7.2.8;
8.2.7. Termination agreement, in form and substance satisfactory to Seller, duly executed by Xxxxx X. Xxxx, Xx. ("Long"), evidencing the termination of a certain Management Retention Agreement dated as of June 21, 2000 by and between Seller and Long, and providing a general release by Long of any and all claims that he then has or thereafter may have against Seller for compensation or benefits arising out of the course and scope of his employment with either Seller or the Company;
8.2.8. Termination agreement, in form and substance satisfactory to Seller, duly executed by Xxxxx X. Xxxxxxxxx, Xx. ("Xxxxxxxxx"), evidencing the termination of a certain Agreement dated as of July 15, 1997 by and between Seller and Xxxxxxxxx relating to Xxxxxxxxx'x rights upon a change in control of Seller, and providing a general release by Xxxxxxxxx of any and all claims that he then has or thereafter may have against Seller for compensation or benefits arising out of the course and scope of his employment with either Seller or the Company;
Buyer's Deliveries to Seller. At Closing Buyer shall deliver, or cause to be delivered, to Seller:
(A) the Purchase Price, as adjusted by all credits and prorations as determined under this Agreement, payable in cash or immediately available wire transferred funds; and
(B) an Assumption Agreement of the Leases described in Exhibit "2.05
(A) hereto and the Contracts described in Exhibit "2.05
(B) hereto in a form mutually agreed to by the parties in their reasonable discretion.
Buyer's Deliveries to Seller. At the Closing, subject to the provisions hereof, Buyer will deliver to Seller:
(1) The Purchase Price payable under Section 2.1;
(2) A certificate of an authorized officer of the Buyer, dated the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 8.2(a) and (b); and
Buyer's Deliveries to Seller. Buyer shall, at or before the Closing, deliver to Seller each of the following:
3.2.1 In the event that any representation or warranty of Buyer set forth in Section 6.3 needs to be modified due to changes since the Effective Date, a certificate, dated as of the Closing Date, identifying any such representation or warranty which is no longer true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of a representation or warranty set forth in Section 6.3 which results from any change that (i) occurs between the Effective Date and the Closing Date and is expressly permitted under the terms hereof, or (ii) occurs between the Effective Date and the Closing Date and is beyond the reasonable control of Buyer to prevent; provided, however, that the occurrence of a change which is beyond the reasonable control of Buyer to prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 2.2.2. In the event that, despite changes or other matters described in such certificate, the Closing occurs, Buyer's representations and warranties set forth herein shall be deemed to have been modified by all statements made in such certificate.
3.2.2 Evidence reasonably satisfactory to Seller that the managers, directors, officers, and springing members listed on Schedule 1 hereto have been removed from such positions with respect to the applicable entities set forth on Schedule 1.
Buyer's Deliveries to Seller. Buyer will deliver to Seller:
(i) The Closing Date Amount, less the MCEC Payment Amount, in cash, by wire transfer of immediately available funds to an account designated by Seller at least three days prior to the Closing Date;
(ii) The Transition Services Agreement, duly executed on behalf of the Company and Buyer;
(iii) An Officer’s Certificate, substantially in the form of Exhibit J, duly executed on behalf of Buyer, as to whether each condition specified in Section 9 has been satisfied in all respects; and
(iv) A Secretary’s Certificate, substantially in the form of Exhibit K, duly executed on behalf of Buyer.
Buyer's Deliveries to Seller. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following, in form and substance reasonably acceptable to Seller:
(a) the Estimated Purchase Price;
(b) the Lease Deposits;
(c) a copy of the resolutions duly adopted by the Board of Directors of Buyer evidencing its authorization of the execution and delivery of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Transactions, certified by the corporate secretary of Buyer;
Buyer's Deliveries to Seller. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following, in form and substance reasonably acceptable to Seller:
(a) the Estimated Purchase Price;
(b) the Lease Deposits;
(c) a copy of the resolutions duly adopted by the Board of Directors of Buyer evidencing its authorization of the execution and delivery of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Transactions, certified by the corporate secretary of Buyer;
(d) each Assignment and Assumption Agreement duly executed by Buyer or the applicable member of the Buyer Group;
(e) each Bxxx of Sale duly executed by Buyer or the applicable member of the Buyer Group;
(f) the Employee Matters Agreement duly executed by Buyer;
(g) the Transition Services Agreement duly executed by Buyer;
(h) the Transition License Agreement duly executed by Buyer;
(i) valid and effective sales Tax exemption certificates for all Inventories included in the Transferred Assets; and
(j) a certificate of an officer of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the Ancillary Agreements to which it is a party.
Buyer's Deliveries to Seller. Buyer will deliver to Seller:
(i) The Closing Date Amount less any amounts paid to Seller by the Companies pursuant to Section 3.1(b)(i), in cash, via wire transfer;
(ii) An Officers’ Certificate, in the form mutually agreed by Buyer and Seller, duly executed on Buyer’s behalf, as to whether each condition specified in Section 9 has been satisfied in all respects;
(iii) A Secretary’s Certificate, in the form mutually agreed by Buyer and Seller, duly executed on Buyer’s behalf; and
(iv) A counterpart of the Escrow Agreement duly executed by Buyer.
Buyer's Deliveries to Seller. At the Closing, Buyer shall deliver to Seller, in addition to any and all other instruments required hereunder to be so delivered to Seller by Buyer, the following:
(1) The Purchase Price;
(2) Copies of the charter and bylaws of Buyer and of resolutions adopted by the board of directors of Buyer authorizing Buyer's execution and performance of this Agreement and the other agreements contemplated by this Agreement and the purchase of the Shares, all as certified by an appropriate officer of Buyer as of the Closing Date;
(3) A certificate as to the incumbency of each person executing this Agreement and the other agreements contemplated by this Agreement on behalf of Buyer;
(4) Certificates of corporate good standing (or equivalent) with respect to Buyer dated not more than seven (7) days prior to the Closing Date issued by the secretary of state or other appropriate officer of the state of New York;
(5) The Supply Agreement, duly executed by Company;
(6) The opinion of Buyer's Counsel referred to in SECTION 11.B.(5); and
(7) The certificate of Buyer required by SECTION 11.B.(8).
Buyer's Deliveries to Seller. At the Closing, subject to the provisions hereof, Buyer will deliver to Seller:
2.2.1. A certificate of the principal executive and financial officers of Buyer, dated the Closing Date, certifying as to the satisfaction of the conditions set forth in Section 9;
2.2.2. A written opinion of Artex & Xaddxx, xxunsel for Buyer, dated the Closing Date and addressed to the Seller, in form and substance reasonably satisfactory to
