Closing Deliveries of the Buyer Sample Clauses
Closing Deliveries of the Buyer. On or before the Closing, the Buyer will deliver or cause to be delivered to the Sellers:
(a) this Agreement, duly executed by the Buyer;
(b) the Purchase Price
(c) all reasonable consents or approvals required to be obtained by the Buyer for the purposes of completing the transaction contemplated herein and preserving and maintaining the interests of the Buyer; and
(d) such other documents as SUNO may reasonably require to give effect to the terms and intention of this Agreement.
Closing Deliveries of the Buyer. The obligation of the Companies and the Shareholders to consummate the Transaction shall be subject to the delivery, prior to or at Closing, of each of the following by the Buyer (the delivery of any or all of which may be waived by the Companies and the Shareholders in their discretion):
(a) the cash portion of the Purchase Price;
(b) evidence of the assumption or pay-off of Closing Indebtedness of the Companies pursuant to Section 1.3(a);
(c) the Buyer Closing Certificate;
(d) good standing certificates (or similar certificates of status) of the Buyer and TLSS, dated not more than thirty (30) days prior to the Closing Date, issued by their respective states of incorporation or organization, as well as written consents or corporate or company resolutions authorizing the Transaction and the execution of the Transaction Documents;
(e) an incumbency certificate, signed by a duly authorized officer of the Buyer and TLSS, dated as of the Closing Date, certifying: (i) the incumbency of the directors and officers of the Buyer and TLSS; (ii) the authenticity and continuing validity of the certificate of incorporation, bylaws and other governing documents of the Buyer and TLSS, and attaching true, correct and complete copies of the same; and (iii) the authenticity and continuing validity of the resolutions of the Buyer and TLSS authorizing the consummation of the Transaction and attaching true, correct and complete copies of the same;
(f) a counterpart signature page to the JS Employment Agreement, dated as of the Closing Date;
(g) a counterpart signature page to the CS Employment Agreement, dated as of the Closing Date;
(h) a counterpart signature page to the Consulting Agreement, dated as of the Closing Date;
(i) The MxXxxxx Xxxxx as executed by the STCI, as owned by Bxxxx;
(j) The North Haven Lease as executed by STCI, as owned by Bxxxx;
(k) The Tax Agreement signed by a duly authorized officer of the Buyer and TLSS; and
(l) a counterpart signature page to the closing statement to be prepared by the Closing Agent.
Closing Deliveries of the Buyer. At the Closing, the Buyer shall deliver to the Stockholders the Purchase Price in accordance with Section 2.2 above, and such other documents and instruments as the Stockholders Representative may reasonably request to consummate the Transactions.
Closing Deliveries of the Buyer. At the Closing, the Buyer shall have performed and delivered the following, subject to waiver, in part or in full, to the Sellers’ Representative:
(a) the Buyer shall have executed and delivered a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the Sellers’ Representative) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect, and certifying that (i) its officers executing this Agreement and other documents delivered pursuant to this Agreement are incumbent officers and the specimen signatures on the certificate are their genuine signatures, and (ii) the conditions specified in Section 8.4 have been satisfied;
(b) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement; and
(c) the Buyer shall have executed and delivered the Executive Employment Agreements.
Closing Deliveries of the Buyer. Simultaneous with the execution of this Agreement, the Buyer will deliver to the Seller:
(a) the Closing Payment in cash by wire transfer of immediately available funds to the account or accounts designated by the Seller;
(b) a duly executed counterpart of the Note;
(c) a duly executed counterpart of the Transition Services Agreement;
(d) a duly executed counterpart of the U.S. Xxxx of Sale and Assignment and Assumption Agreement; and
(e) a duly executed counterpart of the Assignment and Assumption of Leases.
Closing Deliveries of the Buyer. At the Closing, the Buyer shall deliver to each of the Stockholders certificates or a copy of Buyer’s letter to its transfer agent authorizing the agent to deliver to each of the Stockholders one-hundred thousand (100,000) shares of AGI’s Class A Common Stock. In addition, the Buyer shall deliver to the Stockholders the signed Escrow Agreement as referred to in paragraph 7 below and such other documents, if any, as the parties may deem to be necessary to carry out the intent of this Agreement. The Stockholders acknowledge that said shares will be deemed “restricted” securities under Rule 144. Each of the Stockholders agree that at the end of the restrictive period, they will agree to sell such shares only in accordance with the then existing Rule 144 selling formula for shares held more than one year but less than two years. Unless otherwise directed by AGI, Stockholders agree to sell such shares only through Mr. Xxx Xxxxxxx, a registered broker, or through such other broker or brokerage company designated by AGI.
Closing Deliveries of the Buyer. The Buyer shall deliver to Paragon and Intermezzo at the Closing the following:
(i) the Buyer Shares (issued in accordance with Section 2.2);
(ii) the initial $50,000 of the Fixed Payments;
(iii) the initial $50,000 payment due Intermezzo under the Assignment Agreement;
(iv) certificates of the Secretary of the Buyer attesting to the authenticity of the resolutions authorizing the transactions contemplated by this Agreement; and
(v) a cross receipt executed by the Buyer for the Stock.
Closing Deliveries of the Buyer. At the Closing, the Buyer shall deliver to the Seller (i) an amount in cash equal to the Initial Purchase Price, payable by wire transfer in immediately available funds to an account or accounts designated in writing by the Seller, (ii) all such instruments, certificates and other documents of assumption, in form and substance reasonably acceptable to the Seller, dated as of the Closing Date and validly executed or acknowledged (as applicable) for and on behalf of Buyer and in its name by a duly authorized officer thereof, that are reasonably necessary to effect the valid assumption by the Buyer of the Assumed Liabilities, in each case effective as of the Closing and (iii) such other agreements or documents reasonably necessary to complete the Transactions (collectively, the "BUYER ASSUMPTION DOCUMENTS").
Closing Deliveries of the Buyer. At the Closing, the Buyer shall have performed and delivered the following, subject to waiver, in part or in full, by the Member:
(a) the Buyer shall have executed and delivered a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the Member) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect;
(b) the Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement;
(c) the Buyer shall have executed and delivered an Executive Employee Agreement with respect to Xxxxxxxx, Xxxxxx and Xxxxxxxxxx to be effective as of the Closing Date;
(d) the Buyer shall have delivered the Purchase Price; and
(e) the Buyer shall have paid, if requested by the Company and set forth on the Flow of Funds Memorandum, the Phantom Unit Payments to the Company.
Closing Deliveries of the Buyer. At the Closing, the Buyer shall deliver to each of the Stockholders certificates or a copy of Buyer’s letter to its transfer agent authorizing the agent to deliver to each of the Stockholders one-hundred thousand (100,000) shares of AGI’s Class A Common Stock. In addition, the Buyer shall deliver to the Stockholders the signed Escrow Agreement as referred to in paragraph 7 below and such other documents, if any, as the parties may deem to be necessary to carry out the intent of this Agreement. The Stockholders acknowledge that said shares will be deemed “restricted” securities under Rule 144. Unless otherwise directed by AGI, Stockholders agree to establish a brokerage account through Mr. Jxx Xxxxxxx, a registered broker, or through such other broker or brokerage company designated by AGI. Further, Stockholders agree to sell such shares only through such account. The Stockholders agree to limiting the amount of Amacore shares sold into the market on any given day to an amount not to exceed 10% of Amacore’s trading volume on the date of Stockholder’s sale. For example, if on a given day, Amacore trades 100 shares up to Noon, no more than 10 shares may be sold by Stockholder; and if from Noon to 4:00 p.m., Amacore’s trading volume is an additional 200 shares, no more than an additional 20 shares may be sold during the remainder of that trading day. The Stockholders agree to not, either directly or indirectly, engage or encourage others to engage in any “short selling” of Amacore stock. This provision shall survive the termination, for any reason, or expiration of this Agreement and be binding upon Stockholder’s permitted donees or assignees provided, however, Stockholder’s shares shall be sold, transferred, assigned or hypothecated by Stockholders without the express written permission of the Amacore.