Common use of Deliveries at Closing by Buyer Clause in Contracts

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. At the Closing, the Buyer shall deliver to Sellers: a. Buyer's certificate or cause certificates for the Buyer Shares issued in the names of Sellers individually, allocated in proportion to be delivered their respective holdings of issued and outstanding common stock of the Company. b. An opinion of counsel to Seller all instrumentsBuyer, duly executedreasonably satisfactory to Sellers, which are required by to the terms hereof or by applicable Law to be delivered at the Closing, includingeffect that: (a1) share certificates Buyer is duly incorporated and Warrants evidencing a validly existing corporation in good standing with the Purchase Pricelaws of the State of Delaware, and is duly qualified to carry on its business and is in good standing in any state in which it does business and is required to qualify; (b2) each of Buyer has the Transaction Agreements not previously executedrequisite power and authority to execute and deliver, and has taken all necessary corporate action to authorize the execution and delivery of, this Agreement and the other documents in the transactions contemplated herein; (c3) The execution and delivery by 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 performance by the Buyer is a party and is required to be delivered pursuant hereto or in connection herewithof its obligations hereunder, and authorizing the consummation of the transactions contemplated hereby and thereby and (ii) a certificate herein will not result in the breach of or violate any term of provision of the secretary articles or officer of Buyer, dated as by-laws of the Closing DateBuyer nor, to the effect that such resolutions were duly adopted and are in full force and effect on best knowledge of counsel, any contract, agreement, law, rule, regulation, judgment, order, decree or award to which the Closing DateBuyer is subject; (f4) copies When issued to the Sellers, the Buyer Shares shall be duly issued, full-paid and non-assessable; (5) The Agreement has been duly executed and delivered by Buyer; (6) The Agreement and all documents delivered pursuant to the terms hereof are valid and binding on Buyer and are enforceable in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization or other laws of (i) general application affecting the Articles enforcement of Association creditors' rights generally and general principles of equity. To the best knowledge of counsel, no consent of any party other than the Buyer-Sub, (ii) the letter of and no consent, license, approval or certifications from applicable Governmental Authority relating authorization of, registration or declaration with, any governmental bureau or agency is required in connection with the execution, delivery, performance, validity and enforceability of this Agreement. (7) Buyer's sale and assignment of the Buyer Shares and the delivery of the Buyer Shares to (x) the establishment of Buyer-Sub, (y) executed Sellers shall vest in Sellers good and approved Articles of Association of Buyer-Sub in the form as provided in (i) above, and (z) valid title to the extent applicableBuyer Shares which, 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)best knowledge of counsel, shall be free and clear of any lien, encumbrance or adverse claim; and (g) a certificate 8) Such other matters that are customary in connection with transactions of Buyer dated the Closing Date for this kind. The opinion of Buyer's counsel shall contain such Closing, certifying to the fulfillment limitations and qualifications as are typically associated with opinion letters delivered in transactions of the conditions specified nature described in Section 7.1this Agreement.

Deliveries at Closing by Buyer. At the Closing, Buyer shall deliver will take such actions and execute and deliver, or cause to be delivered executed and delivered, to Seller all instrumentsSellers, duly executedsuch certificates, which instruments and documents as are required by this Agreement or as are required to give full effect to the terms hereof or by applicable Law to transactions provided for herein. Such actions and deliveries shall include, but not be delivered at limited to, the Closing, includingfollowing: (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 payment of the resolutions cash portion of the board Purchase Price by wire transfer of directors immediately available U.S. funds to the account or accounts specified by Celestino E. Archuleta, as xxxxxxpal and as agent acting on behalf of Buyer authorizing the execution, delivery himself and performance of this Agreement, the other Transaction Agreements and each other agreementSellers pursuant to the power of attorney attached hereto as Exhibit I, 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 allocated among them as set forth on Exhibit D; (ii) delivery of the Buyer Notes portion of the Purchase Price by issuance of Buyer Notes payable to Sellers, in the respective principal amounts as set forth on Exhibit D; (iii) Subscription Agreements for the Buyer Stock executed by the Company for each Seller receiving stock as set forth on Exhibit D; (iv) Registration Rights Agreements executed by the Company for each Seller receiving stock as set forth on Exhibit D; (v) delivery of the Buyer Stock as part of the Purchase Price issued to Sellers, in the respective amounts as set forth on Exhibit D; (vi) a certificate executed by Buyer to the effect that, except as otherwise stated in such certificate, each of Buyer's representations and warranties in this Agreement were accurate in all material respects as of the secretary or officer date of Buyer, dated this Agreement and are accurate in all material respects as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect Date as if made 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 (gvii) a certificate Employment Agreements in the form of Buyer dated Exhibit F executed by the Closing Date for such Closing, certifying Buyer; (viii) Consulting Agreement in the form of Exhibit G executed by the Buyer; (ix) lease extension agreement as described in Section 7.11; and (x) bills of sale and/or other documentation required to transfer title to the fulfillment of assets in the conditions specified manner referred to in Section 7.1sections 7.21 and 7.22.