Closing Deliveries by the Buyer. At the Closing, the Buyer shall deliver to the Sellers:
(a) an amount in cash (the “Closing Cash Payment”) equal to (i) the Purchase Price, minus (ii) the amount of the Estimated Net Working Capital Deficit, if any, plus (iii) the amount of the Estimated Net Working Capital Surplus, if any, minus (iv) the amount of the Estimated Other Third-Party Brand Deficit, if any, plus (v) the amount of the Estimated Other Third-Party Brand Surplus, if any, minus (vi) the amount of the Estimated DP Deficit, if any, plus (vii) the amount of the Estimated DP Surplus, if any, minus (viii) the amount of the Estimated Residual Transferred Assets Deficit, if any, plus (ix) the amount of the Estimated Residual Transferred Assets Surplus, if any, minus (x) the amount of the Estimated Other Assets and Liabilities Deficit, if any, plus (xi) the amount of the Estimated Other Assets and Liabilities Surplus, if any, minus (xii) the Estimated Retained Assets Amount, plus (xiii) the Estimated Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Closing Date;
(b) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer;
(c) with respect to each Leased Real Property, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and
(d) the other documents and certificates required to be delivered pursuant to Section 7.02.
Closing Deliveries by the Buyer. To effect the transfer referred to in Section 2.1 hereof and the delivery of the Purchase Price, the Buyer shall direct the Escrow Agent to deliver the following to the Seller at the Closing:
(a) One or more stock certificates representing the Purchase Price;
(b) A copy of this Agreement and the Escrow Agreement both duly executed by the Buyer;
(c) A duly signed copy of a letter of resignation of each and every officer and director of the Buyer with each such resignation to take effect at Closing together with a resolution, as duly adopted by the Buyer’s Board of Directors, electing the Seller’s nominees to the Buyer’s Board of Directors.
(d) Buyer shall cause Stockholder to deliver one or more stock certificates representing the Shares to be Cancelled.
(e) The original copy of all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, XXXXX filing agent, a listing of the XXXXX filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officers and directors to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission; Bio-Matrix-Tasco Agrmt. Ver8:06-09-06
(f) A copy of all contracts, agreements, and commitments, leases, and all other documents relating to all real and personal property owned or leased by the Acquired Company together with such other documents as may be reasonably necessary to allow the Acquired Company to take full possession of all assets owned, leased, or used by it in connection with the conduct of its current business activity.
(g) all other documents required to be delivered to the Seller pursuant to this Agreement not specifically mentioned above in this Section 2.7. All instruments and documents executed and delivered to the Escrow Agent pursuant hereto shall be in form and substance, and shall be executed in a manner, satisfactory to the Seller and its counsel.
Closing Deliveries by the Buyer. At the Closing, the Buyer will deliver or cause to be delivered to the Sellers:
(i) the Purchase Price in immediately available funds by wire transfer to an account or accounts that shall have been designated by the Sellers not less than two Business Days prior to the Closing Date;
(ii) original signature pages to the Fittings Facility Sublease and the Trademark Assignment executed by Buyer or a Subsidiary of Buyer;
(iii) the Officer's Certificate described in Section 8.3(a)(iii); and
Closing Deliveries by the Buyer. To effect the transfer referred to in Section 2.1 hereof and the delivery of the Purchase Price, the Buyer shall deliver the following to the Escrow Agent at the Closing:
(a) a wire transfer delivered to and payable to the Escrow Agent in an amount equal to the Escrowed Funds;
(b) a duly executed copy of the Escrow Agreement as executed by the Buyer; and
(c) all other documents required to be delivered to the Seller pursuant to Article VII hereof not specifically mentioned above in this Section 2.6, All instruments and documents executed and delivered to the Seller pursuant hereto shall be in form and substance, and shall be executed in a manner, satisfactory to the Seller and his counsel.
Closing Deliveries by the Buyer. On the Closing Date, the Buyer shall ------------------------------- deliver or cause to be delivered to the Seller the amount of CA$10.00.
Closing Deliveries by the Buyer. At the Closing, Buyer shall deliver or cause to be delivered the following:
(a) a certificate from a duly authorized officer of Buyer, dated as of the Closing, (i) certifying and attaching true and complete copies of the resolutions duly and validly adopted by the managers (or its equivalent) of Buyer authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; and (ii) certifying that the conditions set forth in Article VI have been satisfied and that the statements therein are true and correct in all material respects;
(b) an Estoppel Certificate in the form required by the Nevada Department of Taxation; and
(c) such other certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing together with such other items as may be reasonably requested by Buyer in order to effectuate or evidence the transactions contemplated hereby.
Closing Deliveries by the Buyer. At the Closing, the Buyer shall deliver to the Seller:
(a) the Purchase Price; and
(b) the opinions, certificates and other documents required to be delivered pursuant to Section 8.01.
Closing Deliveries by the Buyer. At the Closing, the Buyer shall deliver to the Sellers:
(a) The Closing Cash Amount, by wire transfer in immediately available funds, to an account or accounts as directed by GE in the Closing Notice;
(b) the Xxxx of Sale, Assignment and Assumption Agreement, executed by the Buyer;
(c) any required transfer Tax stamps (except any UK Stamp Duty Land Tax Land Transaction Returns);
(d) a receipt for the Shares;
(e) a certificate of the Buyer, evidencing the authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Buyer is a party and such other documents as may be reasonably necessary to consummate the other transactions contemplated by this Agreement and the Ancillary Agreements;
(f) the Transition Services Agreement, the Transitional Trademark License Agreement, the Intellectual Property Cross License and other documents required to be delivered pursuant to Section 8.01;
(g) a release of claims of, and covenant not to xxx by, Altair U.S. with respect to the Sellers and their Affiliates in respect of events prior to the Closing that is reasonably acceptable to GE and Buyer; provided, however, that such release and covenant not to xxx shall not cover any claims against the Sellers or their Affiliates arising under this Agreement or any of the Ancillary Agreements or any trade accounts receivable;
(h) the NPI Agreement, executed by GE; and
(i) the Employee Services Agreement, executed by the Buyer.
Closing Deliveries by the Buyer. At the Closing, the Buyer will execute and deliver, or cause to be delivered to the Seller:
(a) The Preliminary Purchase Price pursuant to Section 2.3(a) hereof.
(b) The Assignment and Assumption Agreement executed by a duly authorized officer of the Buyer.
(c) A Certificate issued as of a recent date by the Secretary of State of the State of Delaware certifying as to the legal existence and good standing of the Buyer.
(d) A Certificate of the Secretary of the Buyer, in form reasonably satisfactory to the Seller, dated the Closing Date and certifying as to (i) the incumbency and genuine signature of each of the officers of the Buyer who executed the Operative Documents, and (ii) the resolutions of the Buyer's Board of Directors, authorizing the Buyer to undertake the transactions contemplated hereunder and authorizing the Buyer's signatories to execute and deliver this Agreement and all other documents and instruments required to effect such transactions, such resolutions having been duly adopted and being in full force and effect on the Closing Date.
(e) A Certificate of the President of the Buyer dated the Closing Date and certifying that the representations and warranties of the Buyer contained in Article 4 are true and correct on and as of the Closing Date with the same force and effect as though made on such date.
Closing Deliveries by the Buyer. On the Closing Date, the Buyer will deliver the following to or for the account of the Seller:
(a) The Employment Agreement required by Section 6.3 above;
(b) The Non-Competition Agreement required by Section 6.4 above;
(c) The Registration Rights Agreement required by Section 6.5 above;
(d) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct, and complete copy of the Certificate of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; (iv) Certificate of Good Standing from the Delaware Secretary of State; and (v) the incumbency of the duly authorized officers of the Buyer; and
(e) All other documents, instruments and writings required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.
