Closing Deliverables and Actions. At the Closing:
(a) Seller shall execute and deliver to DDGG a certificate dated as of the Closing Date, executed on behalf of Seller by its President, to the effect that (i) the condition set forth in Section 4.2(c)(i) has been satisfied, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date;
(b) DDGG shall execute and deliver to Seller a certificate dated as of the Closing Date, executed on behalf of DDGG by its President, to the effect that the condition set forth in Section 4.2(b)(i) has been satisfied;
(c) Each Party shall execute and deliver to the other Party a signature page to each of the Transaction Agreements to which such Party is a party;
(d) Seller shall deliver to DDGG evidence that all required Consents, if any, have been obtained;
(e) Seller shall pay to Purchaser cash in an amount equal to the Player Deposits, together with written evidence of the amount of the Player Deposits and non-cash items such as bonus funds existing as of the Closing Date;
(f) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the source code underpinning the Website, player data and user mailing lists;
(g) Seller shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book and records solely related to the Purchased Assets;
(h) Viggle shall deliver to Seller a Promissory Note representing the 30 Day Note;
(i) Viggle shall deliver to Seller a Promissory Note representing the Six Month Note;
(j) Viggle shall deliver to its transfer agent, American Stock Transfer, instructions to deliver Seller a certificate representing the VGGL Common Stock;
(k) DDGG shall issue to Seller a certificate of Common Stock representing the DDGG Shares;
(l) DDGG shall execute and deliver that certain Management Services Agreement by and between DDGG and Sportech Racing, LLC,
(m) Purchaser and Seller shall have each executed a Stockholders Agreement in the form on Exhibit C attached hereto;
(n) Seller and MGT Parent shall execute and deliver a xxxx of sale in form and substance reasonably satisfactory to Purchaser (the "Xxxx of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer;
(o) Seller shall deliver an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser (the "Assignment and Assumption Agreement") and...
Closing Deliverables and Actions. The Purchaser shall have delivered or caused to be delivered to the Seller the deliverables set forth in Section 2.2(b), and the Purchaser shall have made (or caused to be made) the payments set forth in Section 2.3.
Closing Deliverables and Actions. (i) On the Closing Date, Hyperion shall contribute the Company Paid Amount and pay to each Member its Pro Rata Share of the Member Paid Amount, in accordance with clause 2(c)(i);
(ii) On or before the Closing Date, Blacksand must hold a meeting of the Members pursuant to Blacksand’s Organizational Documents and applicable law to approve, and provide Hyperion reasonably satisfactory written resolutions and/or duly executed minutes of each such meeting relating to, the following matters:
(1) transfer of the Blacksand Membership Interests to Hyperion and the documenting of Hyperion as the sole legal and beneficial owner of the Blacksand Membership Interests to the extent legally permissible and otherwise in such form as approved by Hyperion;
(2) issuance of written confirmation of Hyperion as the sole owner of the Blacksand Membership Interests;
(3) resignation of all managers and officers of Blacksand and appointment of Hyperion’s nominees as managers and officers of Blacksand (in the manner specified by Hyperion in writing prior to Closing);
(4) revocation of each existing authority to operate any bank account of Blacksand and approval of such new authority as may be requested by Hyperion before Closing;
(5) revocation of any existing powers of attorney granted by Blacksand; and
(6) any other reasonable business of which Hyperion has given notice to Blacksand prior to Closing.
(iii) Blacksand and the Members must deliver to Hyperion:
(1) completed transfers of the Blacksand Membership Interests in favor of Hyperion as transferee duly executed by each Member as transferor, to the extent legally permissible and otherwise in such form as approved by Hyperion;
(2) all registers, resolutions, minute books and other record books and financial records of Blacksand, including asset registers, management accounts, budgets, ledgers, journals, books of account and other records of Blacksand, and the common seal, if any, of Blacksand;
(3) possession of all title documents relating to the Blacksand Real Property and other documents held by Blacksand in connection with the Blacksand Real Property; and
(4) if requested by Hyperion, executed escrow agreements (in the form provided by Hyperion) to give effect to any ASX-imposed escrow in relation to the Members HYM Shares.
Closing Deliverables and Actions. At the Closing:
(a) Gixxx xhall execute and deliver to MGT and the Company a certificate dated as of the date hereof, executed on behalf of Gixxx xy its President, to the effect that (i) the representations and warranties of Gixxx xrovided in Article 6 are true and correct;
(b) Gixxx xhall execute and deliver to the Company the Patent Assignment and evidence that all required Consents, if any, have been obtained;
(c) MGT shall deliver to Gixxx x certificate of formation from the Secretary of State of the State of Delaware evidencing the legal existence of the Company;
(d) Gixxx xhall deliver, cause to be delivered, or make available in a manner satisfactory to the Company, the Prosecution History Files to the Company.
Closing Deliverables and Actions. Purchaser shall have delivered or caused to be delivered to the Unitholders and such other Persons referred to in Section 2.2(c) the deliverables set forth in such Section 2.2(c).
Closing Deliverables and Actions. At the Closing:
(a) J&S shall execute and deliver to MGT a certificate dated as of the Closing Date, executed on behalf of J&S by its President, to the effect that (i) the representations and warranties of J&S provided in Article 6 are true and correct as of the Closing Date, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Patent Rights since the Agreement Date.
(b) J&S shall execute and deliver to the Company the Patent Assignment and evidence that all required Consents, if any, have been obtained.
(c) MGT shall (i) pay the Cash Payment to J&S by wire transfer of immediately available funds to an account designated in writing by J&S to MGT and (ii) issue the MGT Warrant to J&S.
(d) The Company shall issue to J&S and MGT certificates of Common Stock representing the J&S Shares and the MGT Company Shares, respectively.
(e) MGT shall deliver to J&S a certificate of incorporation from the Secretary of State of the State of Delaware evidencing the legal existence of the Company.
(f) J&S shall deliver, cause to be delivered, or make available in a manner satisfactory to the Company, the Prosecution History Files to the Company.
(g) The Company, J&S and MGT shall execute and deliver the Stockholder Agreement.
Closing Deliverables and Actions. The Purchaser shall have delivered or caused to be delivered to the Company the deliverables set forth in Section 1.8(d).
Closing Deliverables and Actions. (a) At or prior to the Closing, the US Company shall deliver or cause to be delivered to Purchaser the following:
Closing Deliverables and Actions. At the Closing:
(a) DIGA shall execute and deliver to MGT a certificate dated as of the Closing Date, executed on behalf of DIGA by its Chairman, to the effect that (i) the representations and warranties of DIGA provided in Article 6 are true and correct as of the Closing Date, and (ii) there shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date;
(b) DIGA shall execute and deliver to MGT a signature page to each of the Transaction Agreements to which DIGA is a party;
(c) DIGA shall deliver to MGT evidence that all required Consents, if any, have been obtained;
(d) DIGA shall deliver to MGT a fully executed mutual release between DIGA and Mxxxxxx Xxxxxx in form satisfactory to MGT;
(e) The Purchaser shall pay the Cash Payment to DIGA;
(f) MGT shall issue to DIGA certificates of Common Stock representing the MGT Shares;
(g) DIGA shall deliver, cause to be delivered, or make available in a manner satisfactory to the Purchaser, the book and records related to the Purchased Assets; and
(h) All other previously undelivered items required to be delivered at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith shall have been delivered, unless delivery has been waived in writing by the intended recipient thereof.
Closing Deliverables and Actions. Subject to the terms and conditions in this Agreement, (a) at the Closing, the Company shall deliver all documents and certificates to be delivered pursuant to Section 5.03 and (b) Parent shall (i) pay, by wire transfer of immediately available funds to the account specified by the Company to Parent at least three Business Days before the scheduled Closing Date, the Contribution; and (ii) at the Closing, deliver all documents and certificates to be delivered pursuant to Section 5.02.
