Deliveries at the Closings. (a) At each Closing, the Parent shall, or shall cause the Company to, deliver to the Lender such documents as the Lender shall reasonably request.
(b) At each Loan Closing, the Lender shall deliver:
(i) the Loan, which shall be delivered in the form of wire transfer of immediately available funds to an account designated in writing by the Company; and
(ii) all other instruments and certificates that the Lender is required to deliver pursuant to the terms of this Agreement.
Deliveries at the Closings. (a) At the Tranche 1 Closing:
(i) Buyer shall:
(1) deliver to Omega UK by Wire Transfer an amount equal to the Tranche 1 Consideration less the Deposit Amount;
(2) deliver to Omega Parent and Omega UK the certificate contemplated by Section 7.3(a) and 7.3(b); and
(3) deliver to Omega Parent and Omega UK a counterpart of the Tranche 1 Deed of Assignment, duly executed by Buyer.
(ii) Omega Parent and Omega UK shall:
(1) cause to be delivered to Buyer a certificate or certificates representing the Tranche 1 Interests and any other customary instruments of transfer;
(2) deliver to Buyer the certificate contemplated by Section 7.2(a) and 7.2(b); and
(3) deliver to Buyer counterparts of the Tranche 1 Deed of Assignment, duly executed by Omega Parent and Omega UK.
(b) At the Tranche 2 Closing:
(i) Buyer shall:
(1) deliver to Omega UK by Wire Transfer an amount equal to the Tranche 2 Consideration;
(2) deliver to Omega Parent and Omega UK the certificate contemplated by Sections 7.6(a) and 7.6(b); and
(3) deliver to Omega Parent and Omega UK a counterpart of the Tranche 2 Deed of Assignment, duly executed by Buyer.
(ii) Omega Parent and Omega UK shall:
(1) cause to be delivered to Buyer a certificate or certificates representing the Tranche 2 Interests and any other customary instruments of transfer;
(2) deliver to Buyer the certificate contemplated by Sections 7.5(a) and 7.5(b); and
(3) deliver to Buyer counterparts of the Tranche 2 Deed of Assignment, duly executed by Omega Parent and Omega UK.
Deliveries at the Closings. (a) At the First Closing, and thereafter as may be reasonably requested by Buyer, Sellers shall convey, transfer, assign, and deliver all of their right, title and interest in the Purchased Assets (other than the Designated Purchased Assets) to Buyer, and shall also deliver to the Buyer the following:
(i) such deeds, bills of sale, assignment and assumption agreements, or other executed instruments of sale, transfer conveyance and assignment, in form and substance reasonably acceptable to the Buyer and its counsel, duly executed by each applicable Seller, to effectuate the transfer of the Purchased Assets and the Assumed Liabilities to the Buyer, including the membership interests in RR #1, LLC; XX #0, XXX; XX #0, LLC; and RR #4, LLC (each such document, a “Xxxx of Sale”), other than the Designated Purchased Assets and the Designated Assumed Liabilities;
(ii) the Non-Solicitation Agreements duly executed by the parties thereto;
(iii) the Escrow Agreement, duly executed by each Seller and the Sellers’ Representative;
(iv) the Management Agreement, duly executed by South Sound and Northwest Robins;
(v) copies of all consents of third parties (including Governmental Entities) that are (A) required for the consummation of the transactions contemplated hereby, or (B) required in order to prevent a Seller’s breach of or default under or a termination of any Contract, Capital Lease, Real Property Lease or Permit, provided, however, that at the First Closing the Sellers shall not be required to deliver consents from the landlords of either of the Designated Restaurants;
(vi) all operating manuals, proprietary information and similar documents and information held by Sellers in connection with Sellers’ status as a franchisee of Buyer and all copies and extracts therefrom;
(vii) all plans and specifications, building permits, certificates of occupancy, surveys, environmental and engineering reports, and similar materials related to the Leased Real Property in Sellers’ possession or control;
(viii) an estoppel certificate from each landlord of a Real Property Lease (other than the leases for the Designated Restaurants), certifying that the Real Property Lease is in full force and effect with no defaults, the date to which rent under the Real Property Lease has been paid, and such other information as reasonably requested by Buyer, in form and substance satisfactory to Buyer;
(ix) documentation satisfactory to the Buyer evidencing the payoff amount with respect to Sel...
Deliveries at the Closings. (a) At the Closing:
(i) Buyer shall:
(1) deliver to HNA by Wire Transfer an amount equal to the Consideration;
(2) deliver to HNA the certificate contemplated by Section 7.3(a) and 7.3(b); and
(3) deliver to HNA a counterpart of the Assignment Agreements, duly executed by Buyer.
(ii) HNA shall:
(1) cause to be delivered to Buyer, through the facilities of the Depository Trust Company, the Purchased Shares;
(2) deliver to Buyer the certificate contemplated by Section 7.2(a) and 7.2(b); and
(3) deliver to Buyer counterparts of the Assignment Agreements duly executed by HNA.
Deliveries at the Closings. (a) At each Closing, the Parent shall, or shall cause the Company to, deliver to the Lender
(i) a release in the form of Section 4.20 hereof as of the date of such Closing; and
(ii) such other documents as the Lender shall reasonably request.
(b) At each Loan Closing, the Lender shall deliver:
(i) the Loan, which shall be delivered in the form of wire transfer of immediately available funds to an account designated in writing by the Company; and
(ii) all other instruments and certificates that the Lender is required to deliver pursuant to the terms of this Agreement.
Deliveries at the Closings. (i) At the First Closing, (A) 1347 Advisors shall initiate the electronic or physical delivery of the 1347 Advisors Preferred Shares to the Company (and if physical delivery, the 1347 Advisors Preferred Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly endorsed in blank) and (B) 1347 Advisors and the Company shall deliver an instrument reasonably satisfactory to them terminating the Performance Shares Agreement. The Company shall deliver to 1347 Advisors the 1347 Advisors Purchase Price and the Performance Award Termination Payment in immediately available funds by wire transfer to an account designated by 1347 Advisors.
(ii) At the Second Closing, IWS shall initiate the electronic or physical delivery of the IWS Preferred Shares to the Company (and if physical delivery, the IWS Preferred Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly endorsed in blank). The Company shall deliver to IWS the IWS Purchase Price in immediately available funds by wire transfer to an account designated by IWS.
Deliveries at the Closings. (a) At each of the Closings, Bank and BAMSI shall deliver or cause to be delivered, the following documents duly executed by the appropriate parties and acknowledged where appropriate:
(i) in the case of the Closing for the Thailand Business, delivery by BAMSI to Bank of the Thailand Consideration;
(ii) in the case of the Closing for the Philippines Business, delivery by BAMSI to Bank of the Philippines Consideration;
(iii) a Xxxx of Sale in the form of Exhibit A, executed by Bank;
(iv) an Instrument of Assumption of Liabilities in the form of Exhibit B, executed by BAMSI;
(v) in the case of the Closing for the Philippines Business, certificates evidencing all of the outstanding shares of BA Card Services owned by Bank, executed by Bank; and
(vi) such other documents, certificates and instruments as are required to assign and transfer the Assets to BAMSI and to effect the assumption of the Assumed Liabilities by BAMSI, including such documents, certificates and instruments that may be required under applicable local laws and regulations.
(b) The delivery of all documents and the performance of all acts at each Closing shall be deemed to have occurred or to have been taken simultaneously.
Deliveries at the Closings. (a) At each Closing, the Company shall deliver to Cleveland Capital or Prescott Group, as applicable:
(i) a Note, in the amount equal to such Buyer’s Subscription Amount;
(ii) a Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to such Buyer’s Warrant Amount;
(iii) a certificate of good standing in respect of the Company issued by the Secretary of State of the State of Delaware dated as of a date within five Business Days of such Closing Date;
(iv) a receipt evidencing receipt by the Company of the funds transferred pursuant to Section 2.1(b)(i); and
(v) Notation of Guarantees, in the form attached as Exhibit A (each a “Notation of Guarantee”), duly executed by the Guarantors.
(b) At each Closing, Cleveland Capital or Prescott Group, as applicable, shall deliver to the Company:
(i) by bank wire transfer of immediately available funds to an account designated in writing by the Company, an amount in cash equal to such Buyer’s Subscription Amount; and
(ii) a receipt evidencing receipt by such Buyer of (A) a Note, in the amount equal to such Buyer’s Subscription Amount, and (B) a Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to such Buyer’s Warrant Amount.
Deliveries at the Closings. (a) At each of the Closings, Bank and BAMSI shall deliver or cause to be delivered, the following documents duly executed by the appropriate parties and acknowledged where appropriate:
(i) in the case of the Closing for the Thailand Business, delivery by BAMSI to Bank of the Thailand Consideration;
(ii) in the case of the Closing for the Philippines Business, delivery by BAMSI to Bank of the Philippines Consideration;
(iii) a Xxxx of Sale in the form of Exhibit A, executed by Bank; (iv) an Instrument of Assumption of Liabilities in the form of Exhibit B, executed by BAMSI;
Deliveries at the Closings. At the First Closing and the Second Closing, each of the parties hereto shall deliver the various certificates, consents, instruments and documents provided for in this Agreement, and Sellers shall deliver stock certificates representing the Shares purchased at such Closing, duly endorsed for transfer or accompanied by executed stock powers acceptable in good delivery by Thomson Kernaghan, 0000 Xxxx Xxxxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, Xxxxxx.
