Deliveries by Buyer. Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:
Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the following:
(a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer;
(b) The Assignment and Assumption Agreement, duly executed by Buyer;
(c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement;
(d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby;
(e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;
(f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto;
(g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement;
(h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith;
(i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and
(j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.
Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following:
Deliveries by Buyer. At the Closing, Buyer shall deliver, and in the case of the Guarantee, shall cause WHF to deliver, the following to Sellers:
(a) Cash in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000), by wire transfer of immediately available funds to the bank account(s) designated by Sellers pursuant to Section 2.6(a) above;
(b) a duly executed copy of the Assignment and Assumption Agreement;
(c) a duly executed copy of the Assignment and Assumption of Intangibles Agreement;
(d) a duly executed copy of the U.S. Transition Services Agreement;
(e) a duly executed copy of the Name License Agreement;
(f) a duly executed copy of the Lease Assignment Agreement;
(g) a duly executed promissory note in favor of the Sellers in the form attached hereto as Exhibit 2.8(g) (the “Promissory Note”) pursuant to which Buyer agrees to pay Sellers the amount on the terms set forth therein;
(h) a duly executed guarantee in the form attached hereto as Exhibit 2.8(h) pursuant to which WHF guarantees the obligations of Buyer under this Agreement and the Ancillary Agreements and agrees to be bound by the terms of Section 5.11 hereof (the “Guarantee”);
(i) the officer’s certificate required under Section 8.1;
(j) cash in the amounts due to Sellers as set forth on Schedule 5.6(b) by wire transfer in immediately available funds to the account(s) designated by Sellers pursuant to Section 2.6(a) above;
(k) a certified copy of the Articles of Organization and Operating Agreement of Buyer;
(l) a certificate of good standing of Buyer from the Secretary of State of Nevada;
(m) a copy of the resolutions adopted by the Managing Member (as defined in the Buyer’s Operating Agreement) of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; and
(n) a copy of the resolutions adopted by the Board of Directors of the Managing Member of Buyer authorizing the Buyer, to execute, deliver and perform this Agreement.
Deliveries by Buyer. 18 ARTICLE III
Deliveries by Buyer. At the Closing, Buyer shall:
(a) deliver to Seller, the Purchase Price less the Aggregate Buyer Discharge Amount and less the Escrow Amount to be delivered at Closing, in immediately available funds by wire transfer to an account which has been designated by Seller at least two Business Days prior to the Closing Date;
(b) deliver to the Escrow Agent the Escrow Amount in immediately available funds by wire transfer to the Escrow Agent, to be held by the Escrow Agent in the Escrow Account;
(c) cause each Buyer JV Partner to deliver to its applicable Transferred Joint Venture Parent the Buyer Discharge Amount applicable to such Transferred Joint Venture Parent in immediately available funds by wire transfer to an account for such Transferred Joint Venture Parent which has been designated by Seller at least two Business Days prior to the Closing Date and;
(d) deliver to Seller (or to the applicable Affiliate of Seller), with respect to each Specified Business, such bills of sale, instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect, in each case in accordance with the terms of this Agreement (x) the assumption by Buyer of the Assumed Liabilities Related to such Specified Business (other than Assumed Liabilities retained by any Transferred Joint Venture Entity) and (y) the conveyance, transfer and assignment to Buyer of the Transferred Assets Related to such Specified Business (other than the Transferred Assets held by any Transferred Joint Venture Entity), including the following:
(i) a duly executed counterpart of one or more Bills of Sale;
(ii) a duly executed counterpart of one or more Assignment and Assumption Agreements;
(iii) evidence of the obtaining of, or, with respect to Buyer Required Approvals that only require notice or filing, the notice or filing with respect to, the Buyer Required Approvals;
(iv) with respect to each Transferred Joint Venture Parent, a duly executed counterpart of a JV Interest Assignment Agreement;
(v) a duly executed counterpart of one or more Transferred Investment Assignment Agreements;
(vi) a duly executed counterpart of one or more Intellectual Property Assignment Agreements;
(vii) a duly executed counterpart of one or more Lease Assignment Agreements;
(viii) a duly executed counterpart of one or more Sublease Assignment Agreements;
(ix) a duly executed counterpart of one or more Rights-of-Way Assignment Agre...
Deliveries by Buyer. At the Closing, BUYER shall deliver the following to SELLER:
(a) The shares as contemplated by section 1.
(b) The documents contemplated by Section 4.
(c) All other documents, instruments and writings required by this Agreement to be delivered by BUYER at the Closing.
Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following items:
(a) the Closing Payment;
(b) the Instrument of Assumption, duly executed by Buyer;
(c) the Transitional Services Agreement, duly executed by Buyer;
(d) the License Agreement, duly executed by Buyer; and
(e) such other documents and instruments as are required to evidence the assumption of the Assumed Liabilities by Buyer.
Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller:
(a) the Assignment and Assumption Agreement, duly executed by Buyer;
(b) the Transitional Services Agreement, duly executed by Buyer;
(c) the certificate contemplated by Section 8.3(c);
(d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement;
(e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of Delaware;
(f) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements;
(g) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Agreement; and
(h) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.
Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:
(1) payment of the Purchase Price; and
(2) a certified copy of all necessary corporate action approving Buyer’s execution, delivery and performance of this Agreement.
