Closing Deliveries of Buyer. On the Closing Date, in exchange for the transfer, assignment, conveyance and delivery of Subject Assets by Sellers to Buyer, Buyer shall execute and deliver the following to Sellers: (a) a certificate evidencing resolutions (or commensurate authority) of the Board of Directors of Buyer, certified by the Secretary or other appropriate officer or agent of Buyer, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents; (b) an amount equal to (i) the Purchase Price less the Security Deposit plus any interest or other amounts accrued thereon, plus (ii) the Cure Payment, payable by wire transfer to an account specified in writing by Sellers; (c) for each Vessel, a counterpart executed by Buyer of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from Seller to Buyer; and (d) an assignment and assumption agreement in the form of Exhibit D hereto.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Cal Dive International Inc), Asset Purchase Agreement (Cal Dive International Inc), Asset Purchase Agreement (Cal Dive International Inc)
Closing Deliveries of Buyer. On the Closing Date, in exchange for the transfer, assignment, conveyance and delivery of Subject Assets by Sellers to Buyer, Buyer shall execute and deliver the following to Sellers:
(a) a certificate evidencing resolutions (or commensurate authority) of the Board of Directors of Buyer, certified by the Secretary or other appropriate officer or agent of Buyer, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents;
(b) an amount equal to (i) the Purchase Price less the Security Deposit plus any interest or other amounts accrued thereon, plus (ii) the Cure Payment, payable by wire transfer to an account specified in writing by Sellers;
(c) for each Vesselof the Vessels, a counterpart executed by Buyer of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the respective Vessel from Seller to Buyer; and
(d) an assignment and assumption agreement in the form of Exhibit D hereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cal Dive International Inc), Asset Purchase Agreement (Torch Offshore Inc)