Closing Documents to be Delivered by Buyer. On the Closing Date, Buyer shall deliver to Seller (in form and substance reasonably satisfactory to Seller) and acknowledge with cross-receipts therefore:
(a) one or more agreements by which Buyer assumes the Assumed Liabilities and agrees to perform, from and after the Closing Date, all of the Assumed Liabilities;
(b) certified copies of resolutions of Buyer's Board of Directors authorizing the execution, delivery and performance of this Agreement, and of Buyer's bylaws and articles of incorporation;
(c) a certificate executed by Buyer attesting to Buyer's compliance with the matters set forth in Sections 8.1 and 8.2;
(d) the Cash Payment to Seller; and
(e) a legal opinion of Buyer's counsel in form and substance reasonably satisfactory to Seller and substantially in the form attached hereto as Schedule 10.2.
Closing Documents to be Delivered by Buyer. On the Closing Date, Buyer shall deliver to Company and Sellers:
(a) the Closing Purchase Price Payment, plus the Escrow Deposit (which shall be delivered to the Escrow Agent), as set forth in Section 2 hereof;
(b) certified copies of resolutions of Buyer’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, in a form reasonably satisfactory to the parties, and of Buyer’s Articles of Incorporation and Bylaws, as amended, certified by Buyer’s corporate secretary;
(c) an executed Escrow Agreement in the form attached as Exhibit 2.2(a)(ii);
(d) an executed cross-receipt, in the form reasonably satisfactory to the parties;
(e) a certificate executed by Buyer attesting that Buyer has complied with all conditions set forth in Section 8 hereof or indicating with specificity any respects in which those conditions have not been complied with, substantially in a form reasonably satisfactory to the parties; and
(f) an executed Indemnification Escrow Agreement in the form attached hereto as Exhibit 10.1(l).
Closing Documents to be Delivered by Buyer. At the Closing, Buyer ========================================== shall deliver to Seller the following ("Buyer's Closing Documents"):
10.2.1 The Purchase Price as provided in Section 2.2. 10.
Closing Documents to be Delivered by Buyer. At the Closing, in addition to the Purchase Price, Buyer shall deliver to Seller the following ("Buyer's Closing Documents"):
10.2.1 A certificate executed by Buyer stating that: (a) all of the representations and warranties of Buyer set forth in this Agreement are in all material respects true, correct, and accurate as of the Closing Date, and (b) all covenants set forth in this Agreement to be performed by Buyer on or prior to the Closing Date have been performed in all material respects.
10.2.2 An Assignment/Assumption Agreement executed by Buyer, in form and substance reasonably satisfactory to Seller.
Closing Documents to be Delivered by Buyer. Buyer shall deliver the following documents to Seller at Closing: (a) executed copies of this APA; (b) executed copies of the IP Assignment attached hereto, with respect to the Transferred Assets being sold hereunder; and (c) appropriate written consent or resolutions of Directors and/or shareholders of Buyer authorizing the transactions contemplated hereby.
Closing Documents to be Delivered by Buyer. Concurrent with the execution of this Agreement, Buyer shall have delivered to Seller:
(a) copies of resolutions of Buyer’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and of Buyer’s Certificate of Incorporation and Bylaws as amended, certified by Buyer’s corporate secretary;
(b) an executed counterpart of the Reseller Agreement;
(c) an executed counterpart of the Identix Support Services Agreement;
(d) an executed counterpart of the LDS Support Services Agreement;
(e) an executed counterpart of the Identix Sublease Agreement;
(f) an executed counterpart of the LDS Sublease Agreement; and
(g) an executed counterpart of the LDS Accounting Services Agreement; and
(h) the consents, Permits, waivers, approvals and notices of any Governmental Authority required on the part of Buyer in order for the parties to consummate the transactions contemplated hereby.
Closing Documents to be Delivered by Buyer. On the Closing ------------------------------------------ Date, Buyer shall deliver to Seller (in form and substance reasonably satisfactory to Seller):
(a) one or more agreements by which Buyer assumes the Assumed Liabilities and agrees to perform, from and after the Closing Date, all of the Assumed Liabilities;
(b) certified copies of resolutions of Buyer's Board of Directors authorizing the execution, delivery and performance of this Agreement, and of Buyer's bylaws and certificate of incorporation;
(c) a certificate executed by Buyer attesting to Buyer's compliance with the matters set forth in Section 8; ---------
(d) an executed copy of the Indemnity Escrow Agreement required by Section 3.5 and joint escrow instructions of Buyer and Seller; ----------- (e) an executed copy of each Non-Competition Agreement required by Section 3.6; -----------
Closing Documents to be Delivered by Buyer. At Closing, Buyer shall deliver or cause to be delivered to Seller the Purchase Price, as adjusted in accordance with the provisions of this Agreement, and all other documents reasonably required for the consummation of the transactions contemplated hereunder.
Closing Documents to be Delivered by Buyer. TBG and Buyer shall deliver or cause to be delivered to Seller the opinions, certificates and other documents required to be delivered by TBG and Buyer pursuant to Article VII herein, and such other documents and instruments as may be reasonably requested by Seller to more fully consummate the transactions contemplated hereby.
