Deliveries and Proceedings at the Closing. At the Closing:
Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing:
Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing: (a) Deliveries to AlliedSignal and Buyer. Parent and Sellers shall deliver to AlliedSignal and Buyer: (i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Buyer, to evidence the transfer to Buyer of the Purchased Assets (other than the Owned Real Property) in accordance herewith, duly executed by Sellers; (ii) any consents to transfer of all transferable or assignable Contracts and Permits obtained by Parent and the Sellers as of Closing and all consents referred to in Section 5.1(d); (iii) title certificates to any motor vehicles included in the Purchased Assets, duly executed by each Seller with any interest therein (together with any other transfer forms necessary to transfer title to such vehicles); (iv) one or more deeds of conveyance to Buyer of the Owned Real Property, in forms reasonably satisfactory to Buyer, sufficient to transfer to Buyer good and marketable, and insurable, fee simple title to the Owned Real Property included in the Purchased Assets in accordance herewith, duly executed and acknowledged by each Seller with any interest therein and in recordable form; (v) one or more title insurance policies, in form, substance and amount, and issued by title insurance Sellers reasonably acceptable to Buyer, and containing such endorsements and affirmative coverage as Buyer shall reasonably request, insuring Buyer's fee simple title to the Owned Real Property subject only to the Permitted Liens, the cost of which shall be paid 50% by Parent and Sellers and 50% by AlliedSignal and Buyer; (vi) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens in the Purchased Assets; (vii) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Owned Real Property, in form reasonably satisfactory to Buyer, duly executed by each Seller transferring Owned Real Property (the "FIRPTA Affidavit"); (viii) the certificates and other documents required to be delivered by Parent and Sellers pursuant to Section 5.1 and certified resolutions evidencing the authority of Parent and Sellers as set forth in Section 2.3; (ix) all such other documents and instruments of conveyance as shall, in the reasonable opinion of Buyer, be necessary to transfer to Buyer the Purchased Assets in accordance herewith and, where necessary...
Deliveries and Proceedings at the Closing. At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Article VII below:
Deliveries and Proceedings at the Closing. At the Closing,
(1) Deliveries by the Company to Investor. The Company shall deliver to Investor certificate(s) representing the Purchase Shares.
(2) Deliveries by Investor to the Company. Investor shall pay to the Company the Purchase Price by wire transfer of immediately available funds to one or more accounts as designated by the Company.
(3) Deliveries by MEI to the Company. MEI shall surrender to the Company certificate(s) representing the Redemption Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, whereupon the Company shall cancel such Redemption Shares, which shall thereafter cease to be issued and outstanding.
Deliveries and Proceedings at the Closing. At the Closing,
(1) Deliveries by the Company to Investor. The Company shall deliver to Investor certificate(s) representing the Purchase Shares.
(2) Deliveries by Investor to the Company. Investor shall pay to the Company the Purchase Price by wire transfer of immediately available funds to one or more accounts as designated by the Company.
Deliveries and Proceedings at the Closing. At the Closing:
(i) Items to Be Delivered by CGC : CGC shall, to the best of their ability, deliver to PLAD (A) certificates for the CGC Stock and CGC Warrants, duly endorsed in negotiable form, with stock powers duly executed in blank attached (collectively, the “CGC Certificates”).
(ii) Items to Be Delivered by PLAD: PLAD shall deliver to CGC (A) certificates for the PLAD Stock and PLAD Warrants, duly endorsed in negotiable form (collectively, the “PLAD Certificates”).
Deliveries and Proceedings at the Closing. At the Closing, the parties shall execute and deliver each agreement and instrument required or contemplated by this Agreement to be so executed and delivered and not theretofore executed and delivered. In addition, at the Closing, (i) Purchaser shall deliver to Seller the Purchase Price, and (ii) Seller shall deliver to Purchaser the certificate or certificates evidencing the Shares, duly endorsed in blank for transfer or accompanied by duly executed irrevocable stock powers in blank, free and clear of all liens, encumbrances, pledges, options, voting agreements, contractual rights or other claims whatsoever. All actions taken at the Closing shall be deemed to occur simultaneously.
Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing:
(a) Deliveries to Purchaser. AVE shall deliver to Purchaser:
(i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Purchaser, to evidence the transfer to Purchaser of the Acquired Assets in accordance herewith, duly executed by AVE;
(ii) consents to transfer of all transferable or assignable Contracts and Permits;
(iii) title certificates to any motor vehicles included in the Acquired Assets, duly executed by AVE (together with any other transfer forms necessary to transfer title to such vehicles);
(iv) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Purchaser, with respect to all recorded Liens in the Acquired Assets;
(v) a receipt for the payment of the Base Purchase Payment duly executed by AVE;
(vi) the certificates and other documents required to be delivered by AVE and Marisa Chrixxxxx xxxsuant to Section 6.1 hereof, certified Board and stockholder resolutions evidencing the authority of AVE and Marisa Chrixxxxx xx set forth in Section 6.2 hereof;
(vii) the Transition Services Agreement;
(viii) a fully executed copy of the Second Amendment Agreement dated August 20, 1999 among Adrixxxx Xxxxxxxxx, Xxanluigi Vittadini, Vittadini, Ltd., Marisa Chrixxxxx, XXE and Purchaser (the "Vittadini Agreement");
(ix) the certificate of certificates referred to in Section 3.12(c); and
(x) all such other documents and instruments of conveyance as shall, in the reasonable opinion of Purchaser, be necessary to transfer to Purchaser the Acquired Assets in accordance herewith and, where necessary or desirable, in recordable form.
(b) Deliveries By Purchaser to AVE. Purchaser will deliver to AVE: 5 (i) wire transfer of immediately available funds in an amount equal to the Base Purchase Payment;
Deliveries and Proceedings at the Closing. At the time of Closing:
(i) Filing of Articles and Certificate of Merger. Articles of merger and a certificate of merger (collectively, the "State Merger Filings"), having been duly executed and delivered by the parties thereto, shall be filed with the Department of State of the Commonwealth of Pennsylvania and the Office of the Secretary of State of the State of Delaware, respectively, thereby effecting the Merger.
