Closing Obligations of Buyer. At the Closing, Buyer shall deliver to the Company:
(i) an amount equal to the Estimated Consideration, less the Escrow Amount, such amount being payable by wire transfer to the account specified in Schedule 2.3 to this Agreement; and
(ii) such instruments of assumption, duly executed by Buyer, and such consents and approvals, duly executed by the applicable third parties, as the Company may reasonably request (taking into account the parenthetical provision of Section 5.1(g)) in order for Buyer to assume, and be liable in place of the Company for, the Included Liabilities;
(iii) the confirmatory certificates referred to in Sections 5.3(a) and (b) and such other certificates, duly executed by appropriate officers of Buyer, as the Company may reasonably request in order to evidence (to the extent such evidence is reasonably available to Buyer and not otherwise in Buyer's possession) satisfaction of the other conditions set forth in Sections 5.1 and 5.3;
(iv) a copy of the Escrow Agreement signed by Buyer; and
(v) an opinion of counsel for Buyer covering the matters set forth in Schedule 2.3(iv).
Closing Obligations of Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to the Member Representative or the Escrow Agent or holders of Debt (as applicable) the following items:
(a) an aggregate amount equal to the Closing Payment, less the Debt Payoff Amount, by wire transfer of immediately available funds to the account(s) designated by the Member Representative;
(b) an amount equal to the Debt Payoff Amount by wire transfer of immediately available funds to an account designated by U.S. Bank National Association with respect to the Credit Facility and the Equipment Finance Lease and to accounts designated by other debtholders with respect to other Debt;
(c) the Equity Merger Consideration, less the Escrow Amount, in accordance with Section 3.2(b);
(d) the Escrow Amount to the Escrow Agent;
(e) a certificate executed by a duly authorized officer of Buyer dated the Closing Date, representing and certifying that the conditions described in Section 10.2(a) and Section 10.2(b) have been satisfied;
(f) a counterpart of the Transition Services Agreement, duly executed by Buyer; and
(g) a counterpart of the Escrow Agreement, duly executed by Buyer.
Closing Obligations of Buyer. At the Closing, Buyer shall pay to Seller an amount equal to the Estimated Purchase Price by wire transfer in federal or other immediately available funds to an account of Seller (which account shall be designated in writing by Seller to Buyer at least one (1) business day prior to the Closing Date), together with all other documents, instruments and writing required to be delivered by Buyer to Seller at the Closing pursuant to the terms of this Agreement.
Closing Obligations of Buyer. On or before 5:00 p.m. Eastern Time on the business day preceding the Closing Date, Buyer shall deliver to Escrow Holder copies of the following documents and other items:
(a) Two (2) duplicate original copies of the Assignment of Leases, duly executed by Buyer;
(b) Two (2) duplicate original copies of the Assignment of Contracts, duly executed by Buyer;
(c) Two (2) duplicate original copies of the Closing Statement, duly executed by Buyer.
Closing Obligations of Buyer. At Closing, Buyer shall do the following or procure the following to be done (hereinafter referred to as the “Buyer’s Closing Obligations”):
Closing Obligations of Buyer. On or before the Closing, Buyer shall do the following:
(i) Buyer shall deliver to Sellers a certificate of Buyer in the form attached hereto as Exhibit 5(b-1) to the effect that each of the representations and warranties specified above in Section 4 are correct and complete as of the Closing Date;
(ii) Buyer shall execute the Employment Agreements for Ken Xxxxxxxxx, Xxrrx Xxxxxxx xxx Mark Xxxxxxx xx the form attached hereto as Exhibit 5(a-2), 5(a-3), and 5(a-4);
(iii) Buyer shall deliver executed stock certificates for the Buyer Securities pursuant to Section 2(b).
Closing Obligations of Buyer. Buyer represents and warrants to Seller that it has fulfilled or satisfied each of the following conditions, on or prior to the Closing (unless waived by Seller in a certificate signed by a duly authorized officer Seller):
Closing Obligations of Buyer. At the Closing, Buyer shall deliver to Seller funds equal to the Purchase Price, as adjusted pursuant to the terms of this Agreement. Buyer will execute and deliver, or cause to be executed and delivered, to Seller on or prior to the Closing Date: (i) each of the Leases, and (ii) a settlement statement. All documents to be delivered under this Section 8 shall be in a form reasonably acceptable to Seller.
Closing Obligations of Buyer. 5 2.4. OTHER DOCUMENTS; FURTHER ASSURANCES.............................................................6
Closing Obligations of Buyer. Buyer will deliver:
(a) $35,500,000;
(b) a certificate representing the Buyer Shares free and clear of any and all Encumbrances;
(c) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, Buyer has performed and complied with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing;
(d) a release by Company of certain liability of Parent pursuant to that OEM agreement between Company and Parent, dated October 1, 2000, in substantially the form of Exhibit G (the "COMPANY RELEASE");
(e) the OEM Agreement and the Patent Agreement executed by Buyer;
(f) an opinion of Buyer's counsel, in substantially the form of Exhibit H; and
(g) the Proprietary Information Agreement between Parent and the Company.
