Deliveries by Buyers. Buyers shall have delivered or shall have caused to be delivered to Sellers:
(i) true and correct copies of (x) each Governing Document respecting each Buyer that has been filed with a state official, certified by the appropriate state official, as of a date within five business days preceding the Closing Date, and (y) each Governing Document respecting each Buyer that has not been filed with a state official, certified as of the Closing Date by the Secretary or any Assistant Secretary of the Buyer to which it relates;
(ii) existence and good standing certificates as of a recent date relating to each Buyer from the state in which such member is formed or organized, as the case may be;
(iii) resolutions of the Board of Directors of Buyers authorizing the execution and delivery of this Agreement and the performance of the Transaction, certified by the Secretary or any Assistant Secretary of Buyers;
(iv) each Ancillary Agreement required to be duly authorized and delivered by any party other than any Seller;
(v) a Secretary’s Certificate attesting to the incumbency of the officers of Buyers executing this Agreement and the Ancillary Agreements;
(vi) an Officer’s Certificate from Buyers attesting to the matters set forth in Section 6.3(a);
(vii) such other instruments executed by Key Texas, in form and substance reasonably satisfactory to Sellers, pursuant to which Key Texas assumes the Assumed Liabilities;
(viii) one or more certificates representing the Key Shares, registered in the name of OFS ES; and
(ix) such other and further certificates, assurances and documents as may reasonably be required by Sellers in connection with the consummation of the Transaction.
Deliveries by Buyers. At the Closing, Buyers shall (i) pay to each Seller its pro rata portion of the Purchase Price in cash, as specified on Exhibit A, and (ii) deliver to the CCP Master Fund an executed copy of the “Master Feeder Agreement” substantially in the form of Schedule 2.4 which accompanies this Agreement. Each Purchase Price payment shall be made by wire transfer of immediately available funds to such account or accounts designated in writing by each Seller pursuant to Section 2.4(a)(i).
Deliveries by Buyers. On the Closing Date, Purchaser shall deliver to Seller, in accordance with the allocations set forth in Exhibit "A" hereto, checks or wire transfers totaling $150,000 as full consideration of the contemplated purchase of 5,000,000 (FIVE MILLION) shares of the sellers common stock..
Deliveries by Buyers. At the Closing, Buyers shall deliver, or cause to be delivered, to Seller Parent and Seller or (in the case of paragraph (a) below) to the Escrow Agent the following:
(a) a wire transfer to the Escrow Agent of immediately available funds in an aggregate amount equal to the sum of (i) the Merger Cash Balance and (ii) the Bank Credit Facility Pay-Off Amount;
(b) an instrument, in the form attached as Exhibit F hereto, providing for the assumption by MarkWest Pinnacle of the Assumed Indebtedness, duly executed by each of the Buyers;
(c) a certificate of the Secretary or an Assistant Secretary of Buyer Parent Authorizing Entity attesting to (i) the resolutions of the Board of Directors of Buyer Parent Authorizing Entity authorizing the execution and delivery of this Agreement by Buyer Parent and the consummation by Buyer Parent 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, and (ii) attesting to the incumbency and signature of each officer of Buyer Parent Authorizing Entity who has executed this Agreement;
(d) a certificate of the Secretary or an Assistant Secretary of each Buyer (i) attesting to the written consent of the sole member of such Buyer authorizing the execution and delivery of this Agreement by such Buyer and the consummation by such Buyer 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, and (ii) attesting to the incumbency and signature of each officer of such Buyer who has executed this Agreement;
(e) a certificate of the Secretary or an Assistant Secretary of the general partner of each MarkWest Constituent Party (i) attesting to the fact that the provisions of the partnership agreement of such MarkWest Constituent Party authorize the Merger and the other transactions contemplated by the Plan of Merger, and that the Merger and such other transactions have been approved by such MarkWest Constituent Party in the manner prescribed by its partnership agreement, and (ii) attesting to the incumbency and signature of each officer of the general partner of such MarkWest Constituent Party who has executed the Plan of Merger;
(f) certificates from the Secretary of State of the State of Texas with respect to the good standing of each of the MarkWest Constituent Parties;
(g) the Xxxxxxx Employment Agreement Assignment, duly executed by Ma...
Deliveries by Buyers. At the applicable Staged Closing Date, and as applicable, Buyers shall deliver, or shall cause a subsidiary of Buyers, as applicable, to deliver, to Sellers or their respective designee(s) the following:
(a) the Initial Purchase Price;
(b) a counterpart of the Xxxx of Sale and the Assignment and Assumption Agreement, duly executed by Buyers;
(c) executed counterparts of each other Collateral Agreement;
(d) a certificate, dated the First Stage Closing Date, of Buyers, certifying as to compliance by Buyers with Sections 7.3(a) and (b); and
(e) An opinion, dated the First Stage Closing Date, of Mayer, Brown, Xxxx & Maw, special counsel for Buyers, and/ or such other counsel reasonably acceptable to Sellers, in form and substance reasonably satisfactory to Sellers and to the effect set forth and otherwise as contemplated on Exhibit R.
Deliveries by Buyers. At the Measurement Date (to be held in escrow and not to be released or deemed to have been delivered to Seller until the applicable Closing) or the date of any Subsequent Closing, as applicable and except as specified below, Buyers will deliver or cause to be delivered to Seller or the Escrow Agent, as applicable (unless delivered previously or waived in writing by Seller), the following items or documents, each of which shall be duly executed as appropriate by its duly authorized representatives, as necessary:
(a) at the Measurement Date, the Base Purchase Price, in immediately available funds by bank wire transfer to the Escrow Account;
(b) (i) at any Subsequent Closing, the Store Purchase Price for the Stores included in that Subsequent Closing in immediately available funds by bank wire transfer to an account designated by Seller to the applicable Buyer in writing at least three business days before the applicable Closing Date and (ii) at any “Subsequent Closing” under a Related Agreement, the aggregate Related Store Amount of all Related Stores included in that Subsequent Closing in immediately available funds by bank wire transfer to an account designated by Seller to SVU in writing at least three business days before the applicable Closing Date;
(c) the compliance certificate referred to in Section 7.3;
(d) original counterparts signed by the applicable Buyer to each Assignment and Assumption Agreement referenced in Section 3.2(b);
(e) original counterparts signed by SVU to the Subleases;
(f) a list of all Employees to whom Buyers have made an offer of employment as of the Measurement Date, in the case of the Transition Date Closings, or the Closing Date of any Subsequent Closing; and
(g) the Escrow Agreement, dated as of the Measurement Date, signed by Buyers and the Escrow Agent.
Deliveries by Buyers. At the Closing, Buyers will deliver the following documents to Seller:
(a) A certificate executed by the president, senior vice president, or vice president of the Corp Buyer and a similar officer of the general partner of the LP Buyer, in each case dated the Closing Date, representing and certifying, in such detail as Seller may reasonably request, that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled.
(b) Such other certificates, instruments, and documents as may be reasonably requested by Seller prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) Payment of the sum of the LP Base Purchase Price, as adjusted by the LP Estimated Adjustment Amount, and the LP Interest Adjustment by LP Buyer, in immediately available funds to the bank account or accounts designated by Seller under Section 2.2.
(d) Payment of the sum of the Corp Base Purchase Price, as adjusted by the Corp Estimated Adjustment Amount, and the Corp Interest Adjustment by Corp Buyer, in immediately available funds to the bank account or accounts designated by Seller under Section 2.2.
(e) An executed counterpart of the agreement specified in Section 3.2(c).
Deliveries by Buyers. At the Closing, each Buyer shall deliver or cause to be delivered to the Company payment for the Common Stock by (x) wire transfer of immediately available funds to an account designated in writing by the Company prior to the date hereof, or (y) bank or cashier’s check; (ii) an executed copy of this Agreement; and (iii) an executed copy of the Registration Rights Agreement.
Deliveries by Buyers. At or prior to the Closing, Buyers will deliver or cause to be delivered to Sellers or their designees the following items:
(a) the Purchase Price (minus the Escrow Amount) payable in accordance with Section 3.01 (including separate payment to Ferro Spain for the Spanish Assets);
(b) the Closing COBRA Payment payable pursuant to Section 8.01(e)(iii) and the COBRA Escrow Amount payable pursuant to Section 8.01(e)(vi);
(c) the Xxxx of Sale, duly acknowledged by ASI;
(d) the Assignment and Assumption Agreement, duly executed by ASI;
(e) subject to Section 4.04, the Spain Transfer Agreement, duly executed by ASI Spain;
(f) the Lease Assignment, duly executed by ASI;
(g) the Spain Lease, duly executed by ASI Spain;
(h) the IP Assignment, duly acknowledged by ASI;
(i) the TSA, duly executed by Buyers;
(j) the Escrow Agreement, duly executed by Buyers;
(k) a certificate of good standing of ASI, issued by the Secretary of State of Delaware, dated as of the most recent practicable date;
(l) a certificate, dated the Closing Date and signed by a duly authorized officer of each Buyer, that each of the conditions set forth in Section 10.03(a) and Section 10.03(b) has been satisfied; and
(m) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of each Buyer certifying that (i) attached thereto are true and complete copies of all resolutions duly adopted by the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (ii) identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute this Agreement and the Ancillary Agreements.
Deliveries by Buyers. In addition to and without limiting any other provision of this Agreement, the Buyers agree to deliver, or cause to be delivered, to the Escrow Agent under the Escrow Agreement, the following:
(a) A deposit from each Buyer as to the Buyer’s portion of the Purchase Price;
(b) The executed Agreement with all Exhibits and Schedules attached hereto;
(c) The executed Closing Escrow Agreement;
(d) The executed Make Good Escrow Agreement;
(e) The executed disbursement instructions pursuant to the Escrow Agreement; and
(f) Such other documents or certificates as shall be reasonably requested by the Company or its counsel.
