Common use of Closing Deliveries by the Purchaser Clause in Contracts

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller: (a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; (b) counterparts of each Ancillary Agreement to which the Purchaser is a party duly executed by the Purchaser; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (d) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (e) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a).

Closing Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall deliver to the Seller: (ai) the Purchase Price and the $70,000 contemplated by Section 5.22 hereof, less the Escrow Amount, by wire transfer in immediately available funds to the Purchase Price Bank Account; (bii) executed counterparts of the Assumption Agreement, each Assignment of Lease, the Assignment of Intellectual Property and the Trademark License Agreement; (iii) executed counterparts of each Ancillary Agreement (other than the Ancillary Agreements delivered pursuant to Section 2.06(a)(ii)) to which the Purchaser is a party duly executed by the Purchaserparty; (civ) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (dv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (evi) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a).

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller: (a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; (b) executed counterparts of the Assumption Agreement, each Assignment of Lease and each Intellectual Property License Agreement; (c) executed counterparts of each Ancillary Agreement (other than the Ancillary Agreements delivered pursuant to Section 2.06(b)) to which the Purchaser is a party duly executed by the Purchaserparty; (cd) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (de) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (ef) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a).

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the SellerSellers: (a) stock certificates representing the Purchase Price by wire transfer in immediately available funds to Equity Consideration allocated among the Purchase Price Bank AccountSellers as set forth on Exhibit A hereto; (b) executed counterparts of each any Ancillary Agreement to which the Purchaser is a party duly Agreements as executed by the Purchaser; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary a duly authorized officer of the Purchaser, of the resolutions duly and validly adopted by the Board board of Directors directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (d) a certificate of the Secretary or an Assistant Secretary a duly authorized officer of the Purchaser certifying the names and signatures of the officers officer of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (e) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a)) as of the Closing Date.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the SellerSellers: (a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; (b) executed counterparts of each Ancillary Agreement the Bxxx of Sale, Assignment and Assumption Agreement, and such other instruments, in form and substance satisfactory to which the Seller Shareholder, as may be requested by the Seller Shareholder to effect the assumption by the Purchaser is a party duly executed by of the Purchaser;Assumed Liabilities and to evidence such assumption on the public records; and (c) a true and complete copy, certified certificate by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its the Purchaser’s authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party Bxxx of Sale, Assignment and Assumption Agreement and the consummation of the transactions contemplated hereby and thereby;; and (d) a certificate of a duly authorized officers certifying (i) that the Secretary or an Assistant Secretary of the Purchaser certifying the names officers signing this Agreement and signatures of the any ancillary agreement related thereto are duly elected officers of the Purchaser Purchaser, (ii) the genuineness of such executing officer’s signature, and (iii) that such officer is duly authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (e) a certificate of a duly authorized officer any ancillary agreement related thereto on behalf of the Purchaser certifying as to the matters set forth in Section 7.01(a)Purchaser.

Closing Deliveries by the Purchaser. At or prior to the Closing, the Purchaser shall deliver to the SellerCompany: (a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; (b) executed counterparts of each Ancillary Agreement to which the Purchaser is a party duly executed by the Purchaserparty; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it the Purchaser is a party and the consummation of the transactions contemplated hereby and therebyTransactions; (d) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (e) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a8.01(a).

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the SellerClosing Escrow Agent: (a) an amount equal to the Estimated Closing Purchase Price (as defined in Schedule 2.02) by wire transfer in of immediately available funds to the Purchase Price Bank Accountfunds; (b) executed counterparts by the Purchaser and the Company of each Ancillary Agreement and exhibit thereto to be executed at the Closing to which the Purchaser or the Company, as applicable, is a party duly executed by the Purchaserparty; (c) an executed copy of the amended and restated operating company agreement of the Company, substantially in the form of Exhibit E attached hereto (the “Amended Operating Agreement”); (d) a true and complete copy, certified by the Secretary or an Assistant Secretary manager of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors members of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;; and (de) a certificate of the Secretary or an Assistant Secretary manager of the Purchaser certifying the names name(s) and signatures signature(s) of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (e) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a).

Closing Deliveries by the Purchaser. (A) At the Closing, the Purchaser shall deliver to the SellerSellers: (ai) the Purchase Price less the Escrow Amount by wire transfer in immediately available funds to the Purchase Price Bank Account; (bii) executed counterparts of each Ancillary Agreement to which the Purchaser is a party duly executed by the Purchaserparty; (ciii) a true and complete copy, certified by the Secretary or an Assistant Secretary copy of the Purchaser, written consent of the resolutions duly and validly adopted by the Board board of Directors directors of the Purchaser evidencing its authorization of the execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby;; and (div) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and (e) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a).

Closing Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall deliver to the Seller: (ai) the Purchase Price less the Escrow Amount by wire transfer in immediately available funds to the Purchase Price Bank Account; (bii) executed counterparts of each Ancillary Agreement to which the Purchaser is a party duly executed by party, to the Purchaserextent not previously delivered; (ciii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (div) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and; (ev) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a); and (vi) such other certificates, instruments or documents as the Seller may reasonably request in order to effect and document the transactions contemplated by this Agreement and the Ancillary Agreements.