Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following:
(i) the Initial Purchase Price payable to Seller as set forth in Section 1.04;
(ii) the certificate of formation (or equivalent organizational document) of Purchaser, certified as of a recent date by the Secretary of State of Delaware;
(iii) a certificate of the Secretary of State of Delaware as to the good standing as of a recent date of Purchaser in such jurisdiction;
(iv) a certificate of an officer of Purchaser, given by such officer on behalf of Purchaser and not in such officer’s individual capacity, certifying as to the limited liability company agreement (or equivalent governing document) of Purchaser and as to resolutions of the board of managers (or equivalent governing body) of Purchaser authorizing this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby;
(v) an assumption agreement in the form of Exhibit A, pursuant to which Purchaser will assume the Assumed Liabilities that are not assumed pursuant to any other Transaction Agreement (the “Assumption Agreement”), duly executed by Purchaser in favor of Seller;
(vi) an instrument of assignment and assumption in the form of Exhibit B, pursuant to which Seller will assign to Purchaser all of Seller’s right, title and interest in the Lease Agreements and Purchaser will assume all obligations thereunder (the “Assignment and Assumption of Leases”), duly executed by Purchaser;
(vii) a general assignment and xxxx of sale in the form of Exhibit C, pursuant to which Seller will convey the Purchased Assets to Purchaser that are not conveyed pursuant to any other Transaction Agreement (the “Xxxx of Sale”), duly executed and acknowledged by Purchaser;
(viii) a trademark assignment in the form of Exhibit D, pursuant to which Seller will assign to Purchaser the rights to all trademarks, service marks, trade names and logos set forth on Annex A thereto (the “Trademark Assignment”), duly executed and acknowledged by Purchaser;
(ix) a domain name assignment in the form of Exhibit E, pursuant to which Seller will assign to Purchaser the rights to all Domain Names set forth on Annex A thereto (the “Domain Name Assignment”), duly executed and acknowledged by Purchaser;
(x) an assignment of contracts in the form of Exhibit F, pursuant to which Seller will assign to Purchaser the Assigned Contracts (other than the Lease Agreements) (the “Assignment of Assigned Contracts”), duly execute...
Deliveries by Purchaser at the Closing. Within ten (10) Business Days after the Closing, the Purchaser shall cause the Subscription Price payable by it to be paid by wire transfer in immediately available funds in US$ to a bank account designated by the Company by written notice to such Purchaser, which notice shall be delivered no later than two (2) Business Days prior to the Closing Date. All bank charges and related expenses for remittance and receipt of funds shall be for the account of the Company, which shall be fully controlled by the Company.
Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered to Seller, the following:
(a) the Purchase Price, less the amount of the Note (as defined below), by wire transfer of immediately available funds to the account designated by Seller. The parties agree that the Seller shall pay any commission owed to the Seller’s broker at the Closing; and
(b) a 12 month Promissory Note payable to Seller in the principal amount of Four Million Two Hundred Thousand Dollars ($4,200,000) bearing 5% interest and secured by the Assets (the “Note”) in the form attached hereto as Exhibit A.
Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller, the following items:
(a) the duly executed officer’s certificates referred to in Section 7.2(a) and Section 7.2(b);
(b) all other Transaction Documents duly executed by Purchaser;
(c) duly executed and acknowledged transfer tax stamps;
(d) the Closing Date Payment; and
(e) all other previously undelivered documents that Purchaser is required to deliver to Seller pursuant to this Agreement.
Deliveries by Purchaser at the Closing. On the Closing Xxxx. Purchaser shall deliver or cause to be delivered to the Company and/or the ESOP (or as otherwise set forth herein) the deliveries set forth in this Article IX.
Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller, the following items:
(a) the certified resolutions referred to in Section 6.4;
(b) the consents listed on Schedule 7.3;
(c) duly executed and acknowledged transfer tax and other required tax forms reasonably required by Seller to consummate the transactions contemplated hereby, all in the form required by applicable law;
(d) all other previously undelivered documents that Purchaser is required to deliver to Seller pursuant to this Agreement;
(e) the Closing Date Payment; and
(f) the Seller Note.
Deliveries by Purchaser at the Closing. On the Closing Date or as -------------------------------------- otherwise provided herein, Purchaser shall deliver, or cause to be delivered to Seller:
(a) evidence of irrevocable instructions to the Company's transfer agent to deliver the Consideration to Seller's counsel on behalf of the Shareholders in accordance with Section 1.5(a)(ii);
(b) the Xxxx of Sale, Assignment and Assumption Agreement duly executed by Purchaser;
(c) the Employment Agreement, duly executed by Purchaser; and
(d) the Consulting Agreements, duly executed by Purchaser.
Deliveries by Purchaser at the Closing. At Closing, Purchaser shall deliver, or cause to be delivered, the following:
Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller, the following items:
(a) The duly executed officer's certificates referred to in Sections 8.1, 8.2, and 8.5;
(b) The Consents listed on Schedule 5.2 annexed hereto;
(c) Purchaser's Opinion of Counsel;
(d) The Xxxx of Sale;
(e) The Purchase Price in accordance with Section 2.4;
(f) A copy of the Certificate of Incorporation and By-Laws of the Purchaser, certified by the President or a Vice President of the Purchaser; and
(g) All other previously undelivered documents that Purchaser is required to deliver to Seller pursuant to this Agreement; and
Deliveries by Purchaser at the Closing. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller, the following items:
(a) The duly executed officer's certificates and certified resolutions referred to in SECTIONS 7.1, 7.2 and 7.10;
(b) The legal opinion referred to in SECTION 7.8;
(c) The Purchase Price; and
(d) all other previously undelivered documents that Purchaser is required to deliver to Seller pursuant to this Agreement.
