Deliveries at the Closing by Buyer. At the Closing, Buyer, CAC I, ---------------------------------- CAC II or CAC III shall deliver to the Crown Parties:
(a) the Purchase Price for the Crown Communications Assets, consisting of the Cash Consideration (less the amount of the Advance Payment) and the Note, in accordance with Section 1.4 hereof;
(b) executed counterparts of a pledge agreement securing Buyer's obligations under the Note, together with the certificates representing all the capital stock in CAC III, the Network Surviving Corporation and the Mobile Surviving Corporation and stock powers for each executed in blank necessary to perfect Sellers' security interests referred to in Section 1.4(b), in each case in form and substance reasonably satisfactory to Sellers and their counsel;
(c) an instrument or instruments of assumption of the Assumed Liabilities of the Sellers' responsibilities therefor, in each case in form and substance reasonably satisfactory to Sellers and their counsel;
(d) certified copies of resolutions, duly adopted by the Boards of Directors of Buyer, CAC I and CAC II which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by Buyer, CAC I and CAC II of this Agreement and the consummation of the transactions contemplated hereby;
(e) upon proper delivery of the Crown Stock, the Merger Consideration in connection with the Mergers;
(f) a certificate from each of Buyer, CAC I and CAC II signed by an executive officer of such party to the effect set forth in clauses (a) and (b) of Section 10.1;
(i) an opinion of Cravath, Swaine & Xxxxx, counsel to Buyer, (ii) an opinion of Xxxxx, Xxxxxx & Xxxxx, counsel to Buyer, and (iii) an opinion of Xxxxxxxx Ingersoll Professional Corporation, counsel to Buyer, in each case dated as of the Closing Date with respect to such matters as Sellers may reasonably request in form and substance reasonably satisfactory to Sellers;
(h) executed counterparts to the Shareholder Agreement, executed by all parties thereto other than the Sellers;
(i) articles of merger to effect the Mergers as contemplated by Section 2.1;
(j) a letter agreement from Xxxxxx Brothers and Buyer in favor of Sellers confirming the continuing status of Buyer's committed financing and stating that Buyer and Xxxxxx Brothers each will provide written notice to Sellers not less than ten (10) days prior to the scheduled termination of such financing commitment, or prior to any termination effected by such party, su...
Deliveries at the Closing by Buyer. At the Closing, in addition to the other action contemplated elsewhere herein, Buyer shall deliver, or shall cause to be delivered, to Sellers the Purchase Price and all of the agreements and items referred to in Section 8, and such other documents and instruments as Sellers may reasonably request to effectuate or evidence the transactions contemplated by this Agreement.
Deliveries at the Closing by Buyer. 13.1. At the Closing, and subject to the terms and conditions herein contained, Buyer shall (or, if applicable, shall cause Buyer Designee to) deliver to the Sellers the following:
Deliveries at the Closing by Buyer. At the Closing, Buyer shall deliver the following to Seller:
(i) a wire transfer for Two Hundred Thousand ($200,000) Dollars payable to Seller pursuant to Section 2.3(a) and in accordance with the wire instructions set forth on Schedule 3.3(i) hereto;
(ii) a wire transfer in the amount of One Hundred Thousand ($100,000) Dollars for the Non-Competition Payment payable to Piccione pursuant to Section 10.1 and in accordance with thx xxxx instructions set forth on Schedule 3.3(ii) hereto;
(iii) a wire transfer in the amount of Fifteen Thousand Three Hundred ($15,300) Dollars payable to Seller pursuant to 2.1(b)(i), provided Seller delivers the Landlord Consents at Closing and One Thousand Three ($1,300) Dollars in the event that the Landlord Consents are not delivered at Closing;
(iv) a non-negotiable promissory note in the form of Exhibit B annexed hereto and in the amount of Four Hundred Fifty Thousand ($450,000) Dollars plus the Reconciled Account Balance;
(v) certificates representing the Shares, in accordance with the provisions of section 2.4(a) hereof.
(vi) all other documents, certificates, instruments or writings required by Seller to be delivered by Buyer at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith;
Deliveries at the Closing by Buyer. At the Closing, Buyer shall deliver to Seller:
(a) the Closing Purchase Amount;
(b) the Assignment and Assumption Agreement and such other instruments of assumption for the Assumed Liabilities, in each case in form and substance reasonably satisfactory to Seller and its counsel;
(c) the Memorandum of Understanding;
(d) the Stock Restriction Agreement;
(e) an Employment Agreement between Buyer and Robexx Xxxxxxxxx xx contemplated by this Agreement in substantially the form attached as Exhibit H (the "EMPLOYMENT AGREEMENT");
(f) certified copies of resolutions, duly adopted by the Board of Directors of Buyer, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby;
(g) an opinion dated as of a Closing Date of Jeffxxx Xxxxx, Xxq., General Counsel of Buyer substantially in the form attached hereto as Exhibit I; and
(h) such other documents or instruments as the Seller or its counsel may reasonably request to demonstrate compliance by Buyer with the agreements set forth in this Agreement (such items referred to in clauses (a) through (i) above together with this Agreement, collectively referred to as the "BUYER TRANSACTION DOCUMENTS").
Deliveries at the Closing by Buyer. At the Closing, Buyer shall pay the Closing Purchase Amount to Seller and deliver to Seller (and Parent guarantees payment at the Closing of the Closing Purchase Amount to Seller):
(a) the Assignment and Assumption Agreement, executed by Buyer;
(b) the Escrow Agreement, executed by Buyer and the Escrow Agent;
(c) the Transition Services Agreement, executed by Buyer;
(d) the joint tax election referred to in Section 2.7, executed by Buyer;
(e) the joint tax election referenced in Section 2.8 executed by Buyer;
(f) the certificate of an authorized officer of Buyer described in Section 3.3(d);
(g) certified copies of resolutions, duly adopted by the Board of Directors of Buyer, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby; Table of Contents
(h) a certificate from the British Columbia Registrar of Companies as to Buyer’s good standing, dated no more than three (3) Business Days prior to the Closing Date;
(i) the election referenced in Section 3.9, executed by Buyer; and
(j) such other documents or instruments as Seller or its counsel may request that are reasonably required to be delivered by Buyer at Closing pursuant to this Agreement or otherwise required in connection herewith (such items referred to in clauses 3.7(a) through 3.7(j), together with this Agreement are collectively referred to as the “Buyer Transaction Documents”).
Deliveries at the Closing by Buyer. At the Closing, Buyer shall deliver to Sellers (unless delivered previously):
(a) the duly executed Assignment and Assumption Agreement;
(b) the duly executed Employment Agreement;
(c) the duly executed IP Transfer Agreement;
(d) a certificate executed by an officer of Buyer certifying the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 2.3(a) and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 2.5; and
(e) a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies the charter documents, including the articles of association and bylaws, of Buyer, certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other Transaction Document (such items referred to in clauses (a) through (e), together with this Agreement are collectively referred to as the “Buyer Transaction Documents”).
Deliveries at the Closing by Buyer. Buyer shall deliver or cause to be delivered to the Company at the Closing:
(a) An Assumption Agreement with respect to the Assumed Liabilities.
(b) A Certificate of the appropriate public official to the effect that Buyer is a validly existing corporation in the State of Delaware as of a date not more than ten (10) days prior to the Closing Date.
(c) A certificate of the Secretary of each of Buyer and United States Filter Corporation, setting forth the resolutions of the respective Board of Directors, authorizing the execution and delivery of this Agreement and the performance of the transactions contemplated hereby.
(d) The Purchase Price.
(e) Such other agreements and documents as the Company may reasonably request.
Deliveries at the Closing by Buyer. At the Closing, Buyer shall deliver to the Shareholder the following:
(a) A Promissory Note (the "Note") for the Purchase Price, as set forth in Exhibit A.
(b) A Pledge Agreement (the "Pledge") as set forth in Exhibit B
(c) Any other document which may be necessary to carry out the intent of this Agreement.
Deliveries at the Closing by Buyer. At or prior to the Closing Date, Buyer shall deliver or cause to be delivered to Parent the following certificates, instruments and documents which shall be duly executed by Buyer or an Affiliated Buyer, where appropriate:
