Deliveries by Bxxxx. As of or prior to the Closing Date, Buyer shall deliver or cause to be delivered into Escrow the following:
Deliveries by Bxxxx. At the Closing, Buyer shall deliver or cause to be delivered the following items:
(a) to Seller, by wire transfer of immediately available funds, an amount equal to the Estimated Closing Date Consideration;
(b) to the Persons entitled thereto, by wire transfer of immediately available funds to the account designated in writing by such recipient, such recipient’s portion of the Settlement Amounts;
(c) to Seller, a certificate (the “Buyer Secretary Certificate”) dated as of the Closing Date, duly executed by the secretary or equivalent officer of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors (or similar governing body) of Buyer authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of Buyer executing this Agreement or any Ancillary Agreement on behalf of Buyer; and (iii) true and complete attached copies of the Organizational Documents of Buyer;
(d) to Seller, a certificate of the Delaware Secretary of State as to the good standing of Buyer in such jurisdiction as of the most recent practicable date;
(e) to Seller, a certificate of an executive officer of Buyer (the “Buyer Closing Certificate”), given by him or her on behalf of Bxxxx and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied; and
(f) the Transition Services Agreement, duly executed by Bxxxx.
Deliveries by Bxxxx. At or prior to the Closing, Buyer shall deliver or cause to be delivered to Sellers:
(a) the payments required by Section 2.2(c);
(b) the Closing Shares pro rata to each Seller;
(c) payment of the Closing Date Company Expenses to the persons to which such amounts are due in accordance with the Closing Estimates;
(d) payment of the Closing Date Debt pursuant to the Payoff Letters (other than any Closing Date Debt that the Purchaser agrees will remain outstanding);
(e) a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that Buyer is a validly existing corporation in good standing in the State of Delaware;
(f) the Promissory Notes to each Seller, each duly executed by Bxxxx;; provided, that the Promissory Notes shall carry an interest rate equal to the prime rate existing on the 1st of January of each year during the life of the note, and
(g) the Buyer Closing Certificate; and
(h) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.
Deliveries by Bxxxx. Not later than the Closing Date, Buyer shall deposit with the Escrow Agent, in good funds immediately available, the Purchase Price less the Deposit, and subject to any prorations and credits required by this Agreement, along with signed copies of a Closing Statement, Leaseback Lease for each Property to be purchased at Closing, a signed copy of the General Assignment, along with an original California preliminary change of ownership report for each Property, the SNDA executed by Bxxxx and any mortgage lender with a lien on the relevant Property, and the MOL executed by Bxxxx, and any other documents reasonably required by Escrow Agent in connection with the Closing. Buyer shall also deliver to Escrow Agent documentation to establish to Escrow Agent’s reasonable satisfaction the due authorization of Buyer’s consummation of the transaction.
Deliveries by Bxxxx. In addition to any other deliverables set forth herein, at the Closing, at the Closing, Buyer shall deliver, or cause to be delivered, to the Seller Parties the following items:
(a) The Preliminary Purchase Price, less the Investment Amount, and less the Indemnification Escrow Amount;
(b) The Employment Agreements, duly executed by the Company;
(c) The Escrow Agreement, duly executed by Bxxxx;
(d) The Lease Agreement, duly executed by the Company;
(e) A certificate of an officer of Buyer certifying that attached thereto are true and complete copies of all resolutions of the Manager of Buyer authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements;
(f) A certificate, dated as of the Closing Date and signed by Bxxxx, that each of the conditions set forth in Sections 8.2(b) and 8.2(c) have been satisfied; and
(g) A certificate of good standing (or its equivalent) for Buyer certified by the State of Michigan, Department of Licensing and Regulatory Affairs.
Deliveries by Bxxxx. Buyer will deliver to Seller:
(i) the Purchase Price as set forth in Article 2.2 herein;
(ii) written consents or approvals in the form and substance satisfactory to Seller of each person or entity whose consent or approval is required to consummate the Contemplated Transactions; and
(iii) all such further instruments and documents as Seller or Seller’s counsel may reasonably request for the more effective conveyance, assignment or transfer by the Seller of the Purchased Interest and consummation of the Contemplated Transactions.
Deliveries by Bxxxx. In addition to any other deliverables set forth herein, at the Closing, Buyer shall deliver, or cause to be delivered, to the Shareholder the following items:
(a) The Promissory Note;
(b) An acknowledgement from each holder of an obligation listed on the Schedule of Forgiveness Amount comprising the Forgiveness Axxxxx, duly executed by holder;
(c) A certificate of an officer of the Buyer certifying that attached thereto are true and complete copies of all resolutions of the Buyer relating to the transactions contemplated by this Agreement; and
(d) A certificate of the Manager of the Buyer, dated as of the Closing Date, that attached thereto are (i) true and complete copies of the Organizational Documents of the Buyer, including any amendments or restatements thereof, and that such Organizational Documents are in full force and effect, (ii) resolutions of the Buyer authorizing the execution, delivery and performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements, including the Promissory Note, and (iii) a certificate of good standing for the Buyer from the State of Delaware, and certificates of good standing from each other jurisdiction in which the Buyer is qualified to do business. All such agreements, documents and other items shall be in form and substance satisfactory to the Shareholder.
Deliveries by Bxxxx. Buyer will deliver to Seller:
(i) the Purchase Price as set forth in Article 2.2 herein;
(ii) an executed copy of the third Amended and Restated Limited Liability Company Agreement of the Company dated as of the date of this Agreement (the “Third Amended Company Agreement”), attached hereto as Exhibit J.
(iii) written consents or approvals in the form and substance satisfactory to Seller of each person or entity whose consent or approval is required to consummate the Contemplated Transactions; and
(iv) all such further instruments and documents as Seller or Seller’s counsel may reasonably request for the more effective conveyance, assignment or transfer by the Seller of the Purchased Interest and consummation of the Contemplated Transactions.
Deliveries by Bxxxx. In addition to any other deliverables set forth herein, at the Closing, Buyer shall deliver, or cause to be delivered, to the Seller Parties the following items:
(a) The Preliminary Purchase Price, less the Investment Shares, less the Indemnification Escrow Amount, and less the Closing Deposit, if any;
(b) The Employment Agreement, duly executed by Bxxxx;
(c) The Escrow Agreement, duly executed by Bxxxx;
(d) The Assignment and Assumption of Guaranty, duly executed by Bxxxx;
(e) A certificate of an officer of Buyer certifying that attached thereto are true and complete copies of all resolutions of the Manager of Buyer authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements;
(f) A certificate, dated as of the Closing Date and signed by Bxxxx, that each of the conditions set forth in Sections 8.2(b) and 8.2(c) have been satisfied; and
(g) A certificate of good standing (or its equivalent) for Buyer certified by the State of Michigan, Department of Licensing and Regulatory Affairs.
Deliveries by Bxxxx. At or prior to the Closing, Bxxxxxxxxx deliver to Seller or cause to be delivered to Seller’s affiliates, TLMD Real Estate Holdings or HLD Management, as applicable, the following:
(a) issue the Total Closing Consideration;
(b) a duly executed Lock-Up Agreement.
(c) a duly executed Highline Agreement;
(d) a duly executed Property Purchase Agreement
(e) A duly executed copy of an agreement to terminate that certain Shareholders Agreement entered into and effective as of May 15, 2018, by and among Magu Investment Fund, LLC, TLMD, the shareholders of the Pottery, and the Pottery;
(f) unless otherwise waived by the Parties, a certificate of the Secretary (or equivalent officer) of Buyer certifying (1) that attached thereto are true and complete copies of all resolutions adopted by the governing body of the Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (2) the name(s) and signature(s) of the officer(s) of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder.
