Deliveries at Closing by Buyer. On or before the Closing, Buyer, at its sole cost and expense, shall deliver to Escrow Agent the following, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Buyer at the Closing:
Deliveries at Closing by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller all instruments, duly executed, which are required by the terms hereof or by applicable Law to be delivered at the Closing, including:
(a) share certificates and Warrants evidencing the Purchase Price;
(b) each of the Transaction Agreements not previously executed;
(c) the Long-Term Services Agreement;
(d) each of the Equity Agreements not previously executed;
(i) a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, the other Transaction Agreements and each other agreement, document or certificate to which Buyer is a party and is required to be delivered pursuant hereto or in connection herewith, and authorizing the consummation of the transactions contemplated hereby and thereby and (ii) a certificate of the secretary or officer of Buyer, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect on the Closing Date;
(f) copies of (i) the Articles of Association of Buyer-Sub, (ii) the letter of approval or certifications from applicable Governmental Authority relating to (x) the establishment of Buyer-Sub, (y) executed and approved Articles of Association of Buyer-Sub in the form as provided in (i) above, and (z) to the extent applicable, the contribution of the Purchased Assets and transfer of the Assumed Liabilities to Buyer-Sub, (iii) the business license of Buyer-Sub, and (iv) if applicable, the assumption agreement pursuant to which Buyer-Sub assumes the Assumed Liabilities from either the Buyer or the Seller (or similar documents to the same effect); and
(g) a certificate of Buyer dated the Closing Date for such Closing, certifying to the fulfillment of the conditions specified in Section 7.1.
Deliveries at Closing by Buyer. Buyer shall at the Closing Date execute and deliver to Seller the following:
(a) A Stock Power on Buyer’s 1,000,000 shares of eMerge Stock, Inc.; and
(b) and such other instruments of transfer, and assignment as the Sellers and its counsel may reasonably request in regard to the transfer of stock, and the personal guaranty.
Deliveries at Closing by Buyer. At the Closing, and upon satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2, Buyer will deliver or cause to be delivered the instruments, consents, certificates and other documents required of it by Section 6.3.
Deliveries at Closing by Buyer. At Closing, Buyer shall deliver into escrow the following:
3.8.1 Purchase Price plus Buyer's share of the Closing costs and other amounts specified per Section 3 of this Agreement.
3.8.2 All other instruments and documents reasonably required to effectuate this Agreement and the transaction contemplated thereby.
Deliveries at Closing by Buyer. At the Closing, Buyer shall pay to or on behalf of the Sellers (or to or on behalf of the Secured Lenders as will be set forth in the Sale Approval Order), by wire or other transfer, (i) the sum of Six Million Six Hundred Fifty Thousand Dollars ($6,650,000.00) plus the Closing Inventory Payment, plus the Expense Sharing Payment in current and immediately available funds, to a bank account or bank accounts as shall have been previously designated in writing to Buyer plus the sum of the net equity balances of the Hedging Accounts and (ii) Three Hundred Fifty Thousand Dollars ($350,000.00) to the escrow account described in Section 4.5 below (the "Indemnity Escrow"). Buyer shall execute and deliver to Sellers such instrument or instruments reasonably satisfactory to Sellers and its counsel as shall be reasonably necessary to effect the assumption by Buyer of the obligations and liabilities of Sellers which Buyer has agreed to assume in accordance with the provisions of Article III hereof.
Deliveries at Closing by Buyer. At Closing, MOJO MANAGEMENT shall deliver to Seller the total Shares of 4,030,000 contained in herein.
Deliveries at Closing by Buyer. At the Closing, the Buyer will deliver to Sellers:
(a) Executed copy of this Agreement;
(b) The Closing Payment payable by wire transfer to accounts specified by each of Sellers allocated among the Sellers as set forth in Section 2.4(a)(ii);
(c) Resolutions of the Board of Directors of the Buyer, certified by the Secretary of the Buyer, approving the execution, delivery and performance of this Agreement by the Buyer;
(d) Subsistence certificate of Buyer in Pennsylvania certified by the Pennsylvania Secretary of State and Certificate of Good Standing of XXXXX certified by the Delaware Secretary of State each dated as of a date not more than fifteen (15) days prior to the Closing Date; and
(e) All other agreements, certificates, consents, certified board resolutions, approvals and documentary evidence required to be delivered pursuant to the obligations of Buyer hereunder.
Deliveries at Closing by Buyer. At the Closing, provided the applicable conditions to the Closing specified in Article VII are satisfied or duly waived, the Buyer shall deliver or cause to be delivered to the Sellers the following:
(a) payment of the Purchase Price as provided in Section 2.03;
(b) the Buyer's Counsel Opinion; and
(c) such ancillary closing documents as the Sellers or their counsel may reasonably request.
