Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.
Deliveries by Purchaser. At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:
Deliveries by Purchaser. On the Closing Date, Purchaser shall deliver, or shall cause to be delivered, to Seller the following:
(a) Purchaser's Secured Promissory Note as provided in Section 2.2;
(b) duly executed Assignment and Assumption Agreement;
(c) duly executed Security Agreement; and
(d) all such other documents and instruments as Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the acquisition by Purchaser of the Purchased Assets and the assumption by Purchaser of (i) any of Seller's Pollution Control Bonds assumed on or prior to the Closing pursuant to Section 2.4 hereof, and (ii) the Assumed Liabilities.
Deliveries by Purchaser. At the Closing, Purchaser shall deliver the following items, duly executed by Purchaser as applicable, all of which shall be in a form and substance reasonably acceptable to Seller and Seller’s counsel:
Deliveries by Purchaser. Purchaser hereby delivers to the Company ----------------------- (i) this Exercise Agreement, (ii) two (2) copies of a blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached --------- hereto (the "Stock Powers"), both executed by Purchaser (and Purchaser's spouse, if any), (iii) if Purchaser is married, a Consent of Spouse in the form of Exhibit 2 attached hereto (the "Spouse Consent") executed by Purchaser's spouse, --------- and (iv) the Exercise Price and payment or other provision for any applicable tax obligations in the form of _______________, [ADD DESCRIPTION OF METHOD OF PAYMENT (USUALLY A "CHECK")] a copy of which is attached hereto as Exhibit 3. ---------
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller the following:
(a) The payment described in Section 2.1(b).
(b) An executed Assumption Agreement.
(c) Such other documents, opinions, instruments and certificates, in form and substance reasonably satisfactory to Seller, as Seller may reasonably request.
Deliveries by Purchaser. Purchaser shall have effected the deliveries required pursuant to Section 8.3 below.
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller the following, which in the case of documents shall be reasonably satisfactory to Seller:
(A) cash payment of the Purchase Price (via wire transfer of immediately available funds), pursuant to Section 2.3, or (B) the Promissory Note, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller, in which case, the Purchase shall deliver to Seller at Closing, in addition to the other deliveries required hereby, (I) a security agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller and Purchaser and in customary form for transactions of this nature, granting Seller a first priority security interest in the security described on EXHIBIT "A", (II) such notices, recordings, mortgages, statements, filings, instruments or other agreements and documents as Seller may reasonably require to have a perfected first priority security interest in the security described on EXHIBIT "A" and (III) customary opinions of counsel to Purchaser for secured transactions of this nature reasonably satisfactory to the Parties and their counsel; and
(ii) an Asset Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Purchaser, in form and substance reasonably satisfactory to Seller.
Deliveries by Purchaser. Purchaser hereby delivers to the Company (a) this Exercise Agreement, (b) if Purchaser is married, a consent of spouse in the form of Exhibit A attached hereto executed by Purchaser’s spouse, (c) the Exercise Price and payment or other provision for any applicable tax obligations in the form of a check, or, if permitted under applicable law and permitted by the Administrator, a secured full recourse promissory note (“Note”) and (d) if the Purchaser has provided a Note for exercise of the Shares, a stock pledge agreement executed by Purchaser (“Pledge Agreement”) and two (2) copies of a blank stock power (“Stock Power”), both executed by Purchaser (and Purchaser’s spouse, if any).
Deliveries by Purchaser. 12 Section 3.4
