Closing Deliverables of Buyer. (a) At the Closing, Buyer shall deliver to Seller the following:
(i) the Purchase Price less the Escrow Amount (which Escrow Amount Buyer shall deliver to the Escrow Agent pursuant to the Escrow Agreement);
(ii) the Escrow Agreement, duly executed by Buyer;
(iii) the Employment Agreements, duly executed by Buyer;
(iv) the Assignment and Assumption Agreement, duly executed by Buyer;
(v) the Intellectual Property Assignment, duly executed by Buyer;
(vi) the Facilities Lease, duly executed by Buyer;
(vii) a certificate of the Secretary of Buyer: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer Parent as the sole member of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect; and (ii) certifying as to the incumbency of the officers of Buyer executing this Agreement and the other Transaction Documents on behalf of Buyer; and
(viii) all other agreements, certificates, instruments and documents reasonably requested by Seller in order to fully consummate the transactions contemplated by this Agreement.
(b) At the Closing, Buyer shall pay to, or for the benefit of, Banc of America Leasing & Capital, LLC, on behalf of Seller, the amounts necessary to satisfy in full and terminate the Printer Leases as of the Effective Time.
Closing Deliverables of Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, the following deliverables:
Closing Deliverables of Buyer. At the Closing, Buyer shall deliver the Payoff Amount as provided in Section 2.3(b), and shall deliver, or cause to be delivered, to the Seller Parties or any other Person designated by the Seller Parties (unless the delivery is waived in writing by the Seller Parties), the following documents, in each case duly executed or otherwise in proper form:
(a) The Revolving Note marked cancelled;
(b) A certificate signed by an officer of the Company, dated as of the Closing Date, certifying resolutions of Buyer authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby;
(c) A good standing certificate with respect to the Buyer issued by the Secretary of State of Nevada, dated as of a date not more than ten (10) Business Day prior to the Closing Date; and
(d) The Employment Agreements, duly executed by Buyer.
Closing Deliverables of Buyer. At or prior to the Closing, Buyer shall deliver or cause to be delivered to the Equityholder Representative:
(i) a certificate signed on behalf of Buyer by an authorized officer of Buyer, dated as of the Closing Date, certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; and
(ii) a counterpart signature page to the Escrow Agreement, duly executed by Buyer.
Closing Deliverables of Buyer. At the Closing, Buyer shall deliver the Net Closing Cash Purchase Price and other amounts and shall also deliver the Buyer Shares, in each case as provided in Section 2.3(b), and Buyer shall deliver, or cause to be delivered, to Seller or any other Person designated by Seller (unless the delivery is waived in writing by Seller), the following document, duly executed or otherwise in proper form:
(a) A copy of the authorizing resolutions of Buyer’s board of directors, certified by the secretary of Buyer as having been duly and validly adopted and being in full force and effect, authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby;
(b) Copies of the following for Buyer certified by an officer of Buyer: (i) Buyer’s certificate of incorporation, as amended, certified by the Secretary of State of Delaware as of a recent date; (ii) a certificate of the Secretary of State of Delaware as of a recent date as to the legal existence and good standing of Buyer; and (iii) Buyer’s by-laws, as amended;
(c) A representation and warranty insurance policy to provide coverage for potential claims by Buyer hereunder in the form attached as Exhibit E (the “R&W Insurance Policy”);
(d) The Escrow Agreement, duly executed by Buyer and the Escrow Agent; and
(e) The Registration Rights Agreement, duly executed by Buyer.
Closing Deliverables of Buyer. At the Closing, Buyer shall deliver to Seller the following:
A. The Purchase Price;
B. A certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder;
C. Such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement; and
Closing Deliverables of Buyer. At the Closing, Buyer shall: (a) deliver to the Company and the Sellers a certificate executed by the Secretary of Buyer certifying the resolutions duly adopted by the Board of Directors of Buyer authorizing this Agreement and the transactions contemplated hereby; (b) have paid for the benefit of the Company and the Sellers the invoice from Vintage Filings LLC in connection with SEC filings in the amount of approximately $1,100; (c) shall have effected its reverse stock split as described in its preliminary information statement on Schedule 14C filed with the SEC on December 28, 2005 (the "Reverse Stock Split"); and (d) shall have issued an irrevocable instruction to Buyer's transfer agent to issue the shares of Buyer common stock pursuant to Section 1.1. The delivery of any of Buyer's closing deliverables pursuant to this Section 6.2 may be waived in whole or in part by the Company and the Sellers.
Closing Deliverables of Buyer. At the Closing, Buyer shall deliver to Seller:
(a) the Purchase Price set forth in and payable in accordance with Section 2.1 (as may be adjusted pursuant to Section 2.2);
(b) a counterpart to the Xxxx of Sale, duly executed on behalf of Buyer;
(c) a counterpart to the Assignment and Assumption Agreement, duly executed on behalf of Buyer;
(d) a counterpart to the Intellectual Property Assignments, duly executed on behalf of Buyer;
(e) a certificate from the corporate secretary of Buyer, certifying as to: (i) the resolutions adopted or other written records of the actions taken by the Board of Directors of Buyer, approving the transactions contemplated by this Agreement, and (ii) the incumbency of each individual signing this Agreement or any of the documents required by this Agreement to be signed by Buyer;
(f) a certificate from the Secretary of State of the State of Delaware, dated as of a recent date prior to Closing, certifying as to Buyer's good standing in the State of Delaware as of the date thereof;
(g) a counterpart to the Escrow Agreement, duly executed on behalf of Buyer;
(h) a counterpart to the Site Access Agreement, duly executed on behalf of Buyer;
(i) a counterpart to the Transition Services Agreement, duly executed on behalf of Buyer; and
(j) the certificate required by Section 6.2(c).
Closing Deliverables of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller a certificate signed on behalf of Buyer to the effect that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.
