Deliveries by Acquiror. At the Closing, Acquiror shall deliver or cause to be delivered, each of the following:
(i) to Contributor, the Unit Consideration in book entry form or certificated form, as determined by Acquiror, together with any reasonably requested evidence of issuance thereof;
(ii) to Contributor, the Cash Consideration by wire transfer of immediately available funds to an account or accounts specified by Contributor, including, to the extent specified by Contributor and on behalf of Contributor, accounts of SUN R&M and Atlantic Refining, no later than one (1) Business Day prior to the Closing Date;
(iii) to Contributor, (a) an assignment of membership interests duly executed by Acquiror and PropCo effecting the transfer from Acquiror to SPOC of ownership of all of the Acquired Interests and (b) an assignment of membership interests duly executed by SPOC and PropCo effecting the transfer from SPOC to PropCo of ownership of all of the SUN Retail Interest;
(iv) to Contributor, a certificate of an authorized officer of Acquiror, dated as of the Closing Date, to the effect that the conditions specified in Section 8.3(a), Section 8.3(b), Section 8.3(c) and Section 8.3(d) have been satisfied by Acquiror (the “Acquiror Certificate”);
(v) to Contributor, a certified copy of the resolutions of (a) the Special Committee recommending approval by the board of directors of the General Partner of this Agreement and the consummation of the transactions described in Section 2.1; and (b) the board of directors of the General Partner approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(vi) a certified copy of the resolutions of the board of directors of SUN LLC authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(vii) to Contributor, a counterpart of the SUN LLC Assignment, duly executed by Acquiror and SPOC;
(viii) to Contributor, a counterpart of the SUN Retail Assignment, duly executed by Acquiror;
(ix) to Contributor, the Second A&R Company LLC Agreement, duly executed by SPOC;
(x) to Contributor, a counterpart of the Guarantee of Collection, duly executed by Acquiror and Sunoco Finance; and
(xi) to Contributor, a counterpart of each of the Support Agreements, duly executed by Acquiror and Sunoco Finance.
Deliveries by Acquiror. At the Time of Closing on the Closing Date, upon the fulfilment or waiver of all of the conditions set out in Section 8, Acquiror shall deliver to BYND, Fundingco and the BYND Shareholders (as applicable):
(a) a certified true copy of the resolutions of the directors of Acquiror and, if necessary, the Acquiror Shareholders, evidencing that the board of directors and, if applicable, the Acquiror Shareholders, have approved this Agreement and all of the transactions of the Acquiror and the Acquiror Shareholders contemplated hereunder; and
(b) such other materials that are, in the opinion of BYND, Fundingco, Cxxxxxxxx and the BYND Shareholders, acting reasonably, required to be delivered the Acquiror in order for it to meet its obligations under this Agreement.
Deliveries by Acquiror. Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties and agreements of the Sellers and the Company contained herein, Acquiror shall deliver (or cause to be delivered) to the Sellers, at the Closing on the Closing Date, the following:
(i) the Estimated Cash Consideration and Equity Consideration, in each case, payable in accordance with Section 1.2(d) and subject to Section 1.2(f);
(ii) the Escrow Agreement, duly executed by Acquiror and the Escrow Agent; and
(iii) a duly executed counterpart to the Transition Services Agreement; and
(iv) the R&W Policy, which shall be bound and in full force and effect (subject to payment of any Transaction Expenses related thereto pursuant to Section 1.2(d)(iv)).
Deliveries by Acquiror. At Closing, Acquiror shall execute and deliver or cause to be delivered to Target:
(a) the Merger Consideration, as more particularly set forth in Section 4.01;
(b) certificate of good standing of Acquiror from the State Department of Assessments and Taxation of the State of Maryland;
(c) the Office Assumed Loan Documents;
(d) legal opinion of DLA Piper US LLP, dated as of the Closing Date in the form attached hereto as Exhibit M;
(e) the certificate described in Section 9.03(f);
(f) the Reciprocal Release; and
(g) the License Agreement (as executed by the Surviving Entity).
Deliveries by Acquiror. At the Closing, Acquiror shall deliver to Seller the following:
(a) an amount which, when added to the Deposit plus accrued interest thereon which is paid to Seller pursuant to the Escrow Agreement, will total the Purchase Price, in immediately available funds by wire transfer to Seller's account set forth in Section 2.4(a) of the Disclosure Schedule or such other account designated in writing by Seller not less than two Business Days prior to the Closing; and
(b) the certificates and other documents to be delivered pursuant to Section 6.3.
Deliveries by Acquiror. At the Closing, Acquiror shall deliver to Seller the following:
(a) The Purchase Price, in immediately available funds by wire transfer to each Seller's account set forth in Section 2.5(a) of the Disclosure Schedule or such other account designated in writing by such Seller not less than two Business Days prior to the Closing;
(b) the certificates and other documents to be delivered pursuant to Section 6.3;
(c) a cross-receipt duly executed by the Acquiror acknowledging receipt of the Shares;
(d) copies of the resolutions adopted by the directors of the Acquiror, certified by the Secretary of the Acquiror as having been duly and validly adopted and as being in full force and effect, authorizing the execution and delivery by the Acquiror of this Agreement, and the performance by the Acquiror of its obligations hereunder;
(e) the opinion of Acquiror's legal counsel, substantially in the form of Exhibit B hereto;
(f) duly executed copies of each of the agreements described in Section 5.11 of this Agreement; and
(g) all other documents and instruments reasonably required to be delivered by Acquiror pursuant to this Agreement.
Deliveries by Acquiror. At the Closing, Acquiror shall ---------------------- deliver, or cause to be delivered, to the Company, the following:
(a) stock certificates registered in the name of the Company representing the shares of the Acquisition Consideration;
(b) the New Certificate of Incorporation; and
(c) an executed Omnibus Amendment Agreement No. 2 to Naviant, Inc. Amended and Restated Registration Rights Agreement and Amended and Restated Stockholders' Agreement in the form attached hereto as Exhibit 5.3(c) hereto ------------- (the "Omnibus Amendment Agreement"). ---------------------------
Deliveries by Acquiror. At the Initial Closing, if applicable, and the Closing, Acquiror shall deliver the following:
(a) by wire transfer to Titan the Transaction Expenses in the amount and manner in Section 1.4
(b) the Release;
(c) an executed copy of the Assignment and Assumption Agreement in the form attached hereto as Exhibit F;
(d) the certificates required by Section 7.3(a) and 7.3(b):
(e) a certified copy of the resolutions adopted by the Board of Directors of Acquiror authorizing the transactions contemplated by this Agreement;
(f) certificates of incumbency and specimen signatures of the signatory officers of Acquiror;
(g) good standing certificate of Acquiror as of a date not more than five days prior to the Initial Closing Date, if applicable, or the Closing Date issued by the Secretary of State of the State of Florida;
(h) the certificate of incorporation and bylaws of Acquiror certified by the Secretary of Acquiror as being correct and complete; and
(i) such other documents as the Company or Titan may reasonably request.
Deliveries by Acquiror. 27 SECTION 9. TERMINATION........................................................................28 9.1 Termination...........................................................................28 9.2
Deliveries by Acquiror. At the Closing, there shall be delivered by Acquiror to or on behalf of AFA or the Stockholder (unless delivered previously) the following:
(a) the Articles of Merger as executed by Newco;
(b) a stock certificate for the shares constituting the Stock Consideration requested in the name of the Stockholder;
(c) the Employment Agreement in the form of Exhibit C hereto executed by the Acquiror;
(d) the Registration Agreement in the form of Exhibit D executed by the Acquiror;
(e) the officer's certificate referred to in Section 10.1 hereof;
(f) the opinion of counsel referred to in Section 10.6 hereof; and
(g) all other previously undelivered documents, instruments and writings required to be delivered to AFA or the Stockholder at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith.
