Buyer's Obligations at the Closing. At the Closing, the Buyer shall do the following:
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller against delivery of the items specified in Section 11.1 immediately available funds, by wire transfer, in the amount of the Base Purchase Price, and such other instruments, certificates and documents as Seller or its counsel may reasonably require to implement the terms of this Agreement; and to memorialize satisfaction of the closing conditions of Seller set forth in Article 10.
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller:
(a) The payment of the Purchase Price as provided in Section 2.2; and
(b) A certificate of the Chief Executive Officer of Buyer in form reasonably satisfactory to Seller stating that the representations and warranties of Buyer set forth in Article V are true and correct as of the Closing Date.
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller (or Inventory Escrow Agent, if applicable) the following:
(a) a wire transfer of the Purchase Price (less the Good Faith Deposit (plus any interest and income accrued thereon) and less any Lease Adjustment) to Seller;
(b) a wire transfer of $20,000 to Seller;
(c) a wire transfer of the Inventory Escrow Amount to Inventory Escrow Agent;
(d) a duly executed counterpart of the Assignment and Assumption of Valu-Bilt Agreements;
(e) a duly executed counterpart of the Good Faith Escrow Agreement;
(f) a duly executed counterpart of the Inventory Escrow Agreement;
(g) a fully executed Letter of Credit;
(h) a duly executed counterpart of the Sublease Agreement; and
(i) such other documents as may be reasonably requested by Seller.
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Sellers the following:
(a) the payment of the Purchase Price as provided in Section 5;
(b) a certificate of its Secretary setting forth the action taken by the Board of Directors to approve and authorize this Agreement and the transaction contemplated hereby;
(c) a duly executed Receivables Management Agreement and Escrow Agreement; and
(d) a certificate signed by an authorized officer of Buyer stating that the representations and warranties of Buyer set forth in Section 15 hereof are true and correct in all material respects as of the Closing Date, and that all of Buyer's obligations as set forth herein, to the extent such obligations pertain to items prior to Closing, have been fulfilled.
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller against delivery of the items specified in Section 3.2, the following:
(a) A wire transfer of immediately available funds in the amount set forth in Section 2.1(a);
(b) A certificate representing the Shares or a wire transfer of immediately available funds in the amount set forth in Section 2.1(b);
(c) Counter-signatures on the Assignment and Assumption of Real Property Leases and the Assignment and Assumption of Contracts and Other Agreements, in the forms attached hereto as Exhibit "C(1)" and "C(2)", respectively;
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller the following instruments and documents against delivery of the items specified in Section 13.1:
(a) A certified or bank cashier's check, or a wire transfer of immediately available funds, in the amount set forth in Section 2.1(a);
(b) A release from the Note Holder releasing Seller of any further obligations under the Note and releasing Xxxxxx Xxxx of any further obligation under his personal guarantee of the Note, together with a release of Xxxxxx Xxxx from any and all other obligations listed in SCHEDULE 9.3;
(c) A release from the lessor of the Real Property Lease releasing the Seller from any further obligations under that lease;
(d) A sublease agreement, signed by Buyer, between Buyer and Seller in the form of attached EXHIBIT 10.3(d); and
(e) Releases from the lessors under the Equipment Leases as required under Section 3.2.
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver, or cause to be delivered, the following to the Seller:
5.3.1 one or more wire transfers of immediately available United States federal funds in the aggregate amount of the Cash Consideration (as defined in Section 2.2), in accordance with Seller's proper instructions and as contemplated by Schedule 6.4;
5.3.2 the portion of the Share Consideration not being delivered into escrow pursuant to the Indemnification Escrow Agreement or paid to third parties as contemplated by Schedule 6.4;
5.3.3 good standing certificate for Parent, dated no earlier than fifteen (15) days before the Closing Date, from the State of Delaware ;
5.3.4 copies of the resolutions duly adopted by the board of directors of Buyer and Parent, authorizing Buyer and Parent to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, certified by officers of Buyer and Parent, respectively, as in full force and effect, without modification or rescission, on and as of the Closing Date;
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller against delivery of the items specified in Section 3.1 a certified or bank cashier's check or a wire transfer of immediately available funds in the amount of $3,000,000 payable to Seller and issuance to Seller of that number of shares of Common Stock of the Buyer more fully described in Section 2.1(b) hereof. The Common Stock issued shall be Rule 144 restricted stock with restricted legend and stop transfer instructions. Seller shall not be granted any registration rights. Such shares shall be issued to the Shareholder in the relative proportions as set forth in written instructions of Seller to Buyer at least five (5) business days prior to the Closing. In addition, Buyer shall deliver to Seller such Assignment and Assumption of Liabilities Agreements, in form reasonably satisfactory to counsel for Seller, as may be necessary to comply with Buyer's obligations under Section 2.1 (d) and Article 4 hereof.
Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Company against delivery of the items specified in Section 3.1 a certified or bank cashier's check or a wire transfer of immediately available funds in the amount of $3,200,000 payable to Company and issuance to Company of that number of shares of Common Stock of the Buyer more fully described in Section 2.1(b) hereof. The Common Stock issued shall be Rule 144 restricted stock with restricted legend and stop transfer instructions. Company shall not be granted any registration rights. Such shares shall be issued to the Shareholder and the relative proportions as set forth in written instructions of Company to Buyer at least ten (10) business days prior to the Closing.