Closing Deliveries by Company. At the Closing, Company shall deliver the following items to Contributor:
Closing Deliveries by Company. At Closing or immediately thereafter, if any requests are initiated, the Company shall have approved and filed the Certificate with the State of Nevada and delivered those closing documents and instruments required by Section 10 below.
Closing Deliveries by Company. On the Closing Date, the Company will deliver to the Parent:
(i) a certificate of the Secretary of the Company in customary form (the “Company Secretary’s Certificate”), certifying that attached thereto are true and complete copies of (A) the Organizational Documents of the Company, (B) all resolutions adopted by the Company Board authorizing the execution, delivery, and performance of this Agreement and the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect, (C) an incumbency certificate certifying the signatures and incumbency of authorized signatories to this Agreement and the Transaction Documents, and (D) a good standing certificate, dated within ten (10) days prior to the Closing Date, from the Secretary of State of each state in which the Company was organized and each state in which the Company is qualified to do business, each stating that the Company is in good standing therein;
(ii) a certificate of an authorized officer of the Company substantially in customary form (the “Company Closing Certificate”), dated as of the Closing Date, stating that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;
(iii) the Certificate of Xxxxxx, duly executed by an authorized representative of the Company; and
(iv) the Debt Purchase Agreement, duly executed by the Company.
Closing Deliveries by Company. At Closing, the Company shall have approved and filed the Certificate with the State of Delaware and delivered original signed copies of those closing documents and instruments required by Section 11 below.
Closing Deliveries by Company. On the Closing Date, the Company shall have delivered or caused to be delivered to BFS, BTI and the Shareholders, the following:
(a) a certificate executed on behalf of the Company stating that the conditions set forth in Sections 7.1 (a) through (d) of this Agreement have been satisfied;
(b) certified resolutions duly adopted by the Company's and SFSI's Boards of Directors authorizing and approving the Agreement and the execution, delivery and performance of this Agreement;
(c) good standing for the Company from the Secretary of State of the State of Florida, dated not earlier than five days prior to the Closing Date; and certificate of existence for SFSI from the Secretary of State of the State of Indiana, dated not earlier than five days prior to the Closing Date;
(d) a copy of the Company's Articles of Incorporation, as amended, certified as of a recent date by the Secretary of State of the State of Florida; a copy of SFSI's Articles of Incorporation, as amended, certified as of a recent date by the Secretary of State of the State of Indiana;
(e) an incumbency certificate of the officers of the Company and of SFSI;
(f) the Note duly executed by an authorized representative of the Company as described in Section 1.2 of this Agreement together with the Letter of Credit and Security Agreement;
(g) certificates for the Shares as described in Section 1.2 of this Agreement;
(h) executed Articles of Merger, with Plan of Merger attached, for filing with the Secretary of State of the State of Indiana;
(i) executed Employment Agreement for Xxxxxxx X. Xxxxxxx; and
(j) such other documents and actions as BFS, BTI and the Shareholders may reasonably request in connection with the transactions described herein.
(k) provide for wire transfer to Shareholders, in accordance with instructions given to the Company at least five Business Days prior to the Closing Date, of $800,000.
Closing Deliveries by Company. In addition to any other document to be delivered under any other provision of this Agreement, Company shall deliver or cause to be delivered at the Closing:
(1) a letter from Buyer and Company to LaSalle, as escrow agent (the “Deposit Escrow Agent”), pursuant to Section 5(c) of the Escrow Agreement dated June 2, 2006, as amended (the “Deposit Escrow Agreement”), among Buyer, Company and the Deposit Escrow Agent, directing that the funds held in escrow by the Deposit Escrow Agent be delivered to Company as a capital contribution by Buyer (the “Escrow Payment Letter”), executed by Company;
(2) copies of all releases of all Non-Permitted Encumbrances on Company’s assets and properties, as recorded;
(3) a consulting agreement between Company and Senator Cxxxxx, in substantially the form of Exhibit 10(e)(3), executed by Company and Senator Cxxxxx;
(4) employment agreements between Company and each of Mxxxxxx X. Xxxxxx, Xx., Dxxxxxx X. Xxxxxxx, and Mxxx X. Xxxxxxxx, in substantially the form of Exhibit 10(e)(4), executed by Company and such Persons (the “Employment Agreements”);
(5) non-competition agreements among Company and each of Senator Cxxxxx and Mxxxxxx X. Xxxxxx, Xx., in substantially the form of Exhibit 10(e)(5) (the “Noncompetition Agreements”), executed by Company and such Persons;
(6) an amendment to the following Company Contract to provide that each party thereto shall have the right to terminate such Company Contract upon giving not less than 180 days prior written notice of termination to the other party, executed by Company and such other party: the Commercial Lease dated as of December 15, 2003, between Cxxxxx Group LLC, as landlord, and Company, as tenant, relating to office space in the Capital Aviation building located at 10662 Aviation Lane in Manassas, Virginia;
(7) amendments to each of the following Company Contracts to provide that each party thereto shall have the right to terminate such Company Contract upon giving not less than 90 days prior written notice of termination to the other party, executed by Company and such other parties:
(A) the Lease Agreement dated as of May 1, 2002, between Mxxxxxx X. Xxxxxx and Jxxxx X. Xxxxxx, as landlord, and Company, as tenant, relating to the training center located at 7000 Xxx Xxxxxx Xxxxx in Manassas, Virginia;
(B) the Deed of Lease dated as of October 25, 2004, between Mxxxxxx X. Xxxxxx, Xx. and Mxxxxxx X. Xxxxxx, Xx., as tenant, and Company, as landlord, relating to condominium unit #201 lo...
Closing Deliveries by Company. At the Closing, the Company shall deliver or cause to be delivered to each Purchaser certificate(s) for the Shares purchased by such Purchaser.
Closing Deliveries by Company. As soon as practicable following the Closing Date, the Company shall file an Information Statement on Form 14C with the SEC informing the holders of its Common Stock of the action taken by written consent with respect to the Amendment, and shall comply with the mailing and filing requirements of the 1934 Act with respect to such Form 14C. As soon as practicable once the requisite time frame has passed after the filing and mailing of the Definitive 14C to effect such actions, the Company shall file with the Secretary of State of the State of Nevada (i) the Amendment, and (ii) the Certificate of Designations duly adopted by the President and the Secretary of the Company. Immediately following such filings with the Secretary of State of the State of Nevada, and in any event by no later than thirty-five (35) days following the Closing Date, the Company shall deliver to the Investor a certificate representing the 4,375,000 shares of Preferred Stock purchased by the Investor pursuant to this Agreement. If such shares are not issued within the 35 day period the Company shall pay the Investor a 5% penalty in shares of Preferred Stock for every month until the Preferred Stock certificate is delivered to the Investor.
Closing Deliveries by Company. At the Closing, Company is delivering to the appropriate Shareholders:
(a) the policy of insurance owned by Company on the life of the relevant Shareholder as set forth in Schedule 2.9;
(b) the two (2) Company cars owned by Company but which are otherwise personally used by Shareholders as set forth in Schedule 2.9; and
(c) the Mutual General Releases, duly executed by Company.
Closing Deliveries by Company. On the Closing Date, the Company shall deliver the following items:
(a) a certificate of its Secretary, Assistant Secretary or other authorized officer, dated the Closing Date, certifying that (a) attached thereto are true and correct copies of its organizational documents, which are in full force and effect and have not been amended, supplemented, revoked or repealed since the date of certification; (b) attached thereto are true and correct copies of resolutions duly adopted by its board of directors or similar governing body and continuing in effect, in form and substance reasonably satisfactory to the Lender, which authorize the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby; and (c) attached thereto is an incumbency certificate executed by its Secretary, Assistant Secretary or other authorized officer, dated the Closing Date, certifying the incumbency, signatures and authority of its officers authorized to execute and deliver this Agreement and the Transaction Documents on its behalf and perform its obligations hereunder and thereunder; and
(b) a legal opinion of Loeb & Loeb LLP, counsel for the Company, dated the Closing Date, addressed to the Lender, substantially in the form attached hereto as Exhibit A.
