Closing Deliveries by the Purchasers. At the Closing, the Purchasers shall deliver, or cause to be delivered, to the Company:
(a) the Purchase Price by wire transfer in immediately available funds to an account designated in writing by the Company to the Purchasers prior to the Closing Date;
(b) the Ancillary Agreements executed by the Purchasers; and
(c) the certificates, opinions and other documents required to be delivered pursuant to Section 6.02 and any other certificates or documents reasonably requested by the Company.
Closing Deliveries by the Purchasers. At the Closing, each of the Purchasers shall deliver to the Company the items specified below:
(a) the respective Purchase Price to the Purchase Price Bank Account;
(b) a receipt acknowledging delivery by the Company of the stock certificates specified in Section 2.04(a);
(c) a legal opinion addressed to the Company and dated the Closing Date from counsel for the Purchasers, substantially in the form of Exhibit E hereto; and
(d) a good standing certificate for such Purchaser from the Secretary of State of the state of its organization as of a date not earlier than five Business Days prior to the Closing Date.
Closing Deliveries by the Purchasers. The obligations of the Company to sell the Shares and consummate the transactions contemplated hereby at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions unless otherwise waived by the Company (and by CD Financial and CDS Ventures in the case of Section 1.5(g)):
(a) The representations and warranties of the Purchasers contained in Section 2.2 shall be true and correct in all respects as of the Closing.
(b) Each Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by such Purchaser Company on or before the Closing.
(c) the Purchasers shall deliver or cause to be delivered to the Company the aggregate Purchase Price, as provided in Section 1.2;
(d) the Purchasers shall deliver or cause to be delivered to the Company the Investors’ Rights Agreement, duly executed by the Purchasers;
(e) the Purchasers shall deliver or cause to be delivered to the Company copies of all consents, authorizations, filings, licenses, approvals, and further assurances, if any, required or otherwise reasonably requested by the Company in connection with the execution, delivery and performance by the Purchasers or the validity and enforceability of, this Agreement and all Other Agreements to which the Purchasers are parties;
(f) the transactions contemplated by Section 1.4(q) shall be consummated concurrently with the Closing; and
(g) the Purchasers shall deliver or cause to be delivered to the Company such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.
Closing Deliveries by the Purchasers. At the Closing, each Purchaser shall deliver to the Company:
(a) the Purchase Price by wire transfer in immediately available funds in US dollars to the bank account designated by the Company and provided in Exhibit 2 attached hereto;
(b) executed counterparts of the Transaction Documents to which such Purchaser is a party (including but not limited to the Investor Questionnaire attached as Exhibit 3 to this Agreement); and
(c) if the Purchaser is an entity, a certificate of a duly authorized officer of such Purchaser certifying as to the matters set forth in Section 7.1.
Closing Deliveries by the Purchasers. (1) At the Closing, the Purchasers, as applicable, will deliver to the Corporation:
(a) a certificate of a senior officer of the advisor of the Purchasers that all of the representations and warranties of the Purchasers contained in Section 3.02, as applicable, are true and correct as of the Closing Date in all material respects, except that representations and warranties with materiality qualifiers shall be true in all respects;
(b) a duly executed counterpart copy of the Registration Rights Agreement; and
(c) a wire transfer or bank transfer, in the amount representing the Subscription Amount for the Series B Preferred Shares being issued and sold by the Corporation to the Purchasers at the Closing Time under this Agreement net of (i) the Fee, and (ii) any reimbursable expenses payable by the Corporation to the Purchasers in accordance with Section 7.09 and determinable at the Closing Time, as acknowledged in advance by the Corporation.
Closing Deliveries by the Purchasers. At the Closing, the Purchasers shall deliver to the Seller (or the Seller’s designee):
(a) an aggregate of $2,000,000 to be paid as set forth in Exhibit 2.5(c);
(b) an executed receipt in the form set forth in Exhibit 2.6(b);
(c) executed counterparts of the Ancillary Agreements; and
(d) such documents as may be reasonably requested by the Seller to effect the assumption by AGA of the Assumed Liabilities.
Closing Deliveries by the Purchasers. At the Closing, the Purchaser shall deliver to the Sellers:
(i) the Purchase Price in accordance with Section 2.05;
(ii) the Non-Competition Purchase Price; and
(iii) executed counterparts to the Ancillary Agreements to which any of the Purchasers is a party.
Closing Deliveries by the Purchasers. At the Closing, the Purchasers shall deliver to the Seller:
(a) the Estimated Purchase Price in the manner set forth in Section 2.02;
(b) counterparts of each Ancillary Agreement, executed by an authorized representative of the Purchasers;
(c) a true and complete copy, certified by the Secretary of each Purchaser, of the resolutions duly and validly adopted by the Board of Directors of each Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby;
(d) a certificate of a duly authorized officer of each Purchaser certifying as to the matters set forth in Section 8.01(a); and
(e) a duly prepared and signed IRS Form 8023 that allows the US Purchaser to make a Section 338(h)(10) Election contemplated by Section 7.08.
Closing Deliveries by the Purchasers. At the Closing, the Purchasers shall deliver or cause to be delivered to Flow:
2.10.3.1 The payments of Immediately Available Funds pursuant to SECTION 2.4.4;
2.10.3.2 The Assignment and Assumption Agreements described in SECTION 2.10.2.2, one each executed by Spider Acquisition, Canada Acquisition, and Belgium Acquisition, as applicable;
2.10.3.3 The Assignments of Lease described in SECTION 2.10.2.3, executed by either Spider Acquisition, Canada Acquisition, or Belgium Acquisition, as applicable;
2.10.3.4 The Nihon Bisoh Assignment and Assumption Agreement described in SECTION 2.10.2.4, executed by Spider Acquisition;
2.10.3.5 The Assignments of Trademark Rights described in SECTION 2.10.2.5, executed by either Spider Acquisition, Canada Acquisition, or Belgium Acquisition, as applicable;
2.10.3.6 The Assignments of Patent Rights described in SECTION 2.10.2.6, executed by either Spider Acquisition, Canada Acquisition, or Belgium Acquisition, as applicable;
2.10.3.7 The Interim Manufacturing Agreement described in SECTION 2.10.2.8, executed by Spider Acquisition;
2.10.3.8 The Lease Agreement described in SECTION 2.10.2.10, executed by Spider Acquisition;
2.10.3.9 The ARK Agreement described in SECTION 2.10.2.11, executed by Spider Acquisition;
2.10.3.10 The Transfer of LLC Interest described in SECTION 2.9.2, executed by Spider Acquisition;
2.10.3.11 A Sublease Agreement, as described in SECTION 2.10.2.13, executed by Spider Acquisition; and
2.10.3.12 All documents required to be delivered at Closing by the Purchasers pursuant to SECTION 5.2.
Closing Deliveries by the Purchasers. At the Closing, the Purchasers shall deliver, or cause to be delivered, to the Seller[s] the following:
(a) a wire transfer from the Purchasers to the Seller[s] of immediately available funds (to such account as the Seller[s] shall have specified in a notice delivered to the Purchasers at least 24 hours prior to the time of the Closing) in the amount of the Initial Purchase Price;
(b) a wire transfer from the Partnership to X.X. Xxxxxx, as lender, in an amount equal to the Closing Credit Agreement Amount;
(c) if the Closing Intercompany Amount is a positive number, a wire transfer from the Partnership to the Seller[s] of immediately available funds (to such account as the Seller[s] shall have specified in a notice delivered to the Partnership at least 24 hours prior to the time of the Closing) in an amount equal to the Closing Intercompany Amount;
(d) a release, in the form attached as Exhibit D hereto, duly executed by each Purchaser Party and the Partnership, pursuant to which each Purchaser Party and the Partnership shall release certain Claims against the Seller[s] and [its/their] Affiliates (the “Purchaser Party Release”);
(e) should Purchasers so elect pursuant to Section 6.13, the Transition Services Agreement, duly executed by the Partnership;
(f) evidence of termination of the Credit Facility upon the receipt by JPMorgan of the Closing Credit Agreement Amount; and
(g) such other documents and instruments as are to be delivered by the Purchasers pursuant to Article VII in order to satisfy the conditions to the obligations of the Seller[s] to consummate the sale of the Subject Partnership Interests.
