Deliveries by Buyer to Seller. Buyer shall deliver to Seller:
(a) The Closing Cash Payment in accordance with the provisions of Section 2.2 hereof;
(b) One or more appropriate assumption agreements duly executed by Buyer, whereby Buyer assumes and agrees to perform the Assumed Liabilities in form and substance reasonably satisfactory to Seller;
(c) A certificate of Buyer attesting to its fulfillment of the conditions set forth in Section 7.1;
(d) A copy of the resolutions of Buyer approving the transactions contemplated by this Agreement; and
(e) Such other documents reasonably requested by Seller to give effect to the transactions contemplated by this Agreement.
Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Sections 3.2(a) and (b), Buyer shall deliver to Seller the following:
(a) [intentionally omitted]
(b) [intentionally omitted]
(c) a certificate of a duly authorized officer of Buyer, dated the Closing Date, setting forth the resolutions of the board of directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date;
(d) a certificate of a duly authorized officer of ACS, dated the Closing Date, setting forth the resolutions of the special transaction committee of ACS authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date;
(e) a certificate of the Secretary or an Assistant Secretary of Buyer attesting as to the incumbency and signature of each officer of Buyer who shall execute this Agreement or any other Buyer Transaction Agreement;
(f) a certificate of the Secretary or an Assistant Secretary of ACS attesting as to the incumbency and signature of each officer of ACS who shall execute this Agreement or any other Buyer Transaction Agreement;
(g) a duly executed copy of the Transition Services Agreement;
(h) a duly executed copy of the Sublease Agreement;
(i) a duly executed copy of the Non-competition Agreement;
(j) a duly executed copy of the guarantee of the Lease Agreement, dated September 29, 2000, between Willxxx X. Xxxxx xxx Marixxx Xxxxx xxx Government Records Services, Inc.; and
(k) a duly executed copy of the Data Updating Agreement.
Deliveries by Buyer to Seller. At the Closing, Buyer will deliver or cause to be delivered to Seller the following (the “Buyer Closing Deliverables”):
Deliveries by Buyer to Seller. Buyer shall deliver the following documents to Seller, duly executed (as applicable):
(a) one or more instruments of assumption of the Assumed Liabilities in the form attached hereto as Exhibit D;
(b) a certificate of good standing for Buyer issued by the Illinois Secretary of State dated not more than five days prior to the Closing Date;
(c) each of the certificates described in Sections 6.3.1 and 6.3.2;
(d) evidence satisfactory to Seller that Buyer has obtained all of the Buyer Required Consents.
(e) such other documents as Seller may reasonably request.
Deliveries by Buyer to Seller. At or before the Closing, Buyer shall deliver to Seller the following:
(a) resolutions adopted by the board of directors of Buyer authorizing Buyer to execute and deliver this Agreement and the Assignment and Xxxx of Sale and to perform its obligations hereunder and thereunder;
(b) the Assignment and Xxxx of Sale duly executed by Buyer;
(c) a certificate of the President of Buyer that the representations and warranties of Buyer set forth herein are true and correct on and as of the Closing Date as though such representations and warranties were made as of such date;
(d) the Shares.
Deliveries by Buyer to Seller. At or prior to the Closing, Buyer will deliver to Seller:
2.3.1 The Purchase Price as required by Section 1.4, together with any proration payment required to be paid on the Closing Date pursuant to Section 1.5;
2.3.2 Certified copies of all Buyer's resolutions pertaining to the authorization of this Agreement and the consummation of the Transactions by Buyer;
2.3.3 A duly executed closing certificate of Buyer contemplated by Sections 3.2.1 and 3.2.2; and
2.3.4 The Assumption Agreement and such other certificates and documents as are reasonably necessary or appropriate to effect the consummation of the Transactions or which may be customary under local law.
Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver to Seller the Buyer Note executed by Buyer.
Deliveries by Buyer to Seller. On the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller the following:
(a) the Purchase Price, in accordance with Section 1.3 hereof;
(b) the certificates, opinions and other documents and instruments to be delivered pursuant to Section 6.2 hereof;
(c) each Ancillary Agreement to which it is a party;
(d) a certificate of confirmation for Buyer, of the Office of the Superintendent of Financial Institutions of Canada, dated as of a date within five (5) days prior to the Closing Date;
(e) copies of the resolutions of the board of directors of Buyer, ratifying the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party; a certificate of the secretary or assistant secretary of Buyer dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Buyer who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his genuine signature; and
(f) such other closing documents as Seller and Buyer shall reasonably agree.
Deliveries by Buyer to Seller. At the Closing, in addition to making the payments described in Section 3.2, Section 3.3 and Section 3.7, Buyer shall deliver to Seller the following:
(a) a certificate of a duly authorized representative of Buyer, dated the Closing Date, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such authorizations are in full force and effect and have not been rescinded or amended as of the Closing Date;
(b) a certificate of a duly authorized representative of Buyer attesting as to the incumbency and signature of each person who shall execute this Agreement or any other material document related to this transaction;
(c) the Consulting Agreements duly executed by Buyer; and
(d) the Escrow Agreement duly executed by Buyer and the Escrow Agent.
Deliveries by Buyer to Seller. At the Closing, Buyer shall deliver to the Seller the following:
(a) The purchase price of $32 million minus the amount estimated in good faith by Seller in the Estimate Certificate of (i) Closing Date Liabilities (which estimate shall not be less than $9 million) and (ii) GBGC's Working Capital Deficiency, provided that, of such purchase price, $1.6 million shall be deposited in escrow pursuant to the Escrow Agreement.
(b) The certificate referred to in Section 6.2(a) hereof;
(c) The certificate referred to in Section 6.2(b) hereof;
(d) Copies of all consents, approvals and waivers required of Buyer as a condition precedent to the consummation of the transactions contemplated hereby;
(e) The License Agreement substantially in the form of Exhibit B hereto (the "License Agreement") executed by Orient Associates International, Inc. ("OAI"), a wholly-owned Subsidiary of Buyer; and
(f) The Visa Agreement and the Marketing Agreement referred to in Section 6.1(f) executed by Buyer, or GBGC or OAI, as the case may be.
