Closing Deliverables of Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following:
(a) the Xxxx of Sale executed by Purchaser; and
(b) payment of the Purchase Price in accordance with Section 2.3.
Closing Deliverables of Purchaser. At the Closing, in addition to the Closing Payment, Purchaser shall deliver to Sellers the following:
(a) A duly executed copy of this Agreement; and
(b) Duly executed copies of each other Transaction Document to be executed and delivered by the Purchaser.
Closing Deliverables of Purchaser. At the Closing, (i) Purchaser shall pay to Representative the Closing Cash Consideration and shall deliver or cause to be delivered to Representative the following, which shall be deemed to be executed and delivered simultaneously with the Closing:
Closing Deliverables of Purchaser. On or prior to the Closing, Purchaser shall deliver, or cause to be delivered, the following to the Company and the Securityholders:
(a) a certificate, dated as of the Closing Date and executed on behalf of Purchaser by one of its officers, certifying (A) the certificate of incorporation and bylaws of Purchaser and (B) the resolutions of Purchaser (i) declaring this Agreement and the Transactions upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and (ii) approving this Agreement in accordance with the provisions of applicable law;
(b) all certificates, agreements, instruments, documents and any other items required to be delivered by Purchaser to consummate the Transactions as may be reasonably required by the Company;
(c) minutes of a general shareholders’ meeting of the Company effective immediately after Closing signed by Purchaser granting all members of the board of directors (including the members of the board of directors who resigned as of the Closing Date) and all executive officers of the Company and its predecessors (including those who resigned as of the Closing Date) full ratification and unconditional discharge for any and all action in their corporate functions; and
(d) a notice of beneficial ownership of the Shares, with first name, surname and the address of the natural person for whom it is ultimately acting, in accordance with art. 697j Swiss Code of Obligations, duly executed by Purchaser’s representatives.
Closing Deliverables of Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following:
(a) the Bill of Sale executed by Xxxxxxxxx;
(b) the Escrow Agreement executed by Xxxxxxxxx and the Escrow Agent;
(c) an Applicable Withholding Certificate, duly executed by Xxxxxxxxx; and
(d) payment of the Closing Payment in accordance with Section 2.2.
Closing Deliverables of Purchaser. At the Closing, Purchaser shall deliver to Seller the following:
(a) the Closing Payment set forth in Section 2.6(a), paid to Seller in accordance with Section 2.6(a) by wire transfer(s) of immediately available funds pursuant to the wire instructions provided by Seller; and
(b) copies of each Ancillary Document duly executed and delivered by the Purchaser.
Closing Deliverables of Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller:
(a) The payments to be delivered by Purchaser to Seller (or on behalf of Seller) pursuant to Section 1.4;
(b) A certificate of the Secretary of Purchaser certifying as to: (i) the Organizational Documents of Purchaser; and (ii) resolutions of the board of directors, board of managers or other appropriate governing body of Purchaser authorizing and approving the execution, delivery and performance by such Person of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement;
(c) A certificate of the Secretary of State of Delaware, as of a date not earlier than five (5) days prior to the Closing Date, as to the good standing of Purchaser in the State of Delaware;
(d) A counterpart of the Escrow Agreement, duly executed by Purchaser;
(e) A copy of the R&W Policy, which R&W Policy shall be in full force and effect;
(f) Subject to Section 2.5, a counterpart of the PPP Escrow Agreement, duly executed by Purchaser; and
(g) Such other documents and instruments as Seller may reasonably request, at least five (5) Business Days prior to Closing, that are reasonably necessary to consummate the transactions contemplated hereby.
Closing Deliverables of Purchaser. At the Closing, Purchaser shall pay to Seller the Closing Payment and shall deliver or cause to be delivered to Seller the following, which shall be deemed to be executed and delivered simultaneously with the Closing:
(a) a certificate validly executed by an officer of Purchaser, to the effect that, as of the Closing, the conditions to the obligations of Seller set forth in Section 5.1 and Section 5.2 have been satisfied (unless otherwise waived in accordance with the terms hereof);
(b) a certificate executed by the secretary or another officer of Purchaser, dated as of the Closing Date, certifying as to (i) copies of Purchaser’s certificate of organization and bylaws, as amended and in effect on the Closing Date; and (ii) resolutions of applicable governing bodies of the Purchaser consenting to the transactions contemplated hereby;
(c) the Note;
(d) a membership interest assignment, in a form reasonably satisfactory to Seller, conveying the HPN Interests to Seller, and any certificate(s) evidencing the HPN Interests;
(e) the Assignment and Assumption of Xxxxx, executed by Xxxxxxxxx;
(f) the Post-Closing Trademark License Agreement; and
(g) such other documents and/or instruments as may be reasonably requested by Seller, in form and substance reasonably acceptable to Seller.
Closing Deliverables of Purchaser. At the Closing, Purchaser shall duly execute (where appropriate) and deliver to the Representative the following, which shall be deemed to be executed simultaneously with the Closing:
(a) the Note, executed by Purchaser;
(b) a counterpart to the Security Agreement, executed by Purchaser;
(c) a counterpart to the Amended and Restated Operating Agreement of the Company, executed by Purchaser;
(d) a certificate validly executed by an officer of Purchaser, to the effect that, as of the Closing, the conditions to the obligations of the Sellers set forth in Section 5.1, Section 5.2, and Section 5.3 (solely with respect to Purchaser) have been satisfied (unless otherwise waived in accordance with the terms hereof); and
(e) a certificate executed by the secretary or another officer of Purchaser, dated as of the Closing Date, certifying as to (i) the incumbency of the officers of Purchaser executing the Transaction Agreements, and (ii) copies of Purchaser’s Certificate of Formation and governing documents, as amended and in effect on the Closing Date.
Closing Deliverables of Purchaser. At or prior to the Closing, Purchaser shall have delivered all of the following:
(a) certified copies of the resolutions of Purchaser’s managing member authorizing the execution and delivery of this Agreement and the consummation of the Transactions;
(b) a certificate of good standing of Purchaser issued by the Secretary of State of the State of Delaware;
(c) the Closing Purchase Price to the Representative, for the benefit of the Sellers, and the Escrow Amount to the Escrow Agent;
(d) to the extent the PPP Loan has not been forgiven, the PPP Escrow Amount to the PPP Escrow Agent;
(e) the Escrow Agreement, executed by each of Purchaser and the Escrow Agent;
(f) an assignment and assumption agreement in the form attached hereto as Exhibit B, executed by Purchaser;
(g) a xxxx of sale in the form attached hereto as Exhibit C, executed by Purchaser;
(h) a trademark assignment agreement in the form attached hereto as Exhibit D, executed by Purchaser;
(i) employment and restrictive covenant agreements, in form and substance satisfactory to Purchaser, with each of Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxxxxxxx, Xxxxxx Xx and Xxxxxxx Xxxxx, executed by Purchaser; and
(j) restrictive covenant agreements, in form and substance satisfactory to Purchaser, with each of Xxxxxxxxxxx Xxxxxxx, Xxxx Xxxxxxxxxxx and Xxxx Xxxxxxxx executed by Purchaser. Any deliverable specified in this Section 3 may be waived by the Sellers or the Representative; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Representative or unless the Representative agrees in writing to consummate the Transactions without such deliverable.
