Deliveries by Purchaser to Seller. On the Closing Date, Purchaser 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 and other documents and instruments to be delivered pursuant to Section 6.3 hereof; and
(c) such other closing documents as Seller and Purchaser shall reasonably agree.
Deliveries by Purchaser to Seller. At the Closing, Purchaser shall deliver, or shall cause to be delivered, to Seller, the following:
(a) the Bxxx of Sale, duly executed by Purchaser;
(b) the Closing Payment in accordance with Section 2.1;
(c) the Promissory Note, duly executed by Purchaser, SciTec and CompuPool;
(d) the Security Agreement, duly executed by Purchaser;
(e) the Sublease, duly executed by Purchaser and Seller;
(f) a release executed by Seller and Mxxxxxxxx, in the form attached hereto as Exhibit E, pursuant to which the obligations of Seller to Mxxxxxxxx under any employment agreement between Seller (or any Affiliate) and Mxxxxxxxx are terminated and pursuant to which Mxxxxxxxx releases Seller from any obligations thereunder, including but not limited to any severance obligations;
(g) a certificate of good standing with respect to Purchaser issued by the Secretary of State of the State of Wyoming as soon as practicable prior to the Closing Date;
(h) a certificate of the secretary of Purchaser certifying to (A) Purchaser’s attached Organizational Documents (including a certified copy of articles of organization certified as of a recent date by the secretary of state or other appropriate official of the jurisdiction of organization of Purchaser, including a list of each amendment thereto), (B) the adoption of resolutions of Purchaser and (C) the incumbency of the officers signing the Transaction Documents on behalf of Purchaser; and
(i) such other documents, instruments or certificates as shall be reasonably requested by Seller or its counsel.
Deliveries by Purchaser to Seller. At the Closing, Purchaser shall deliver to Seller the following:
(a) the Closing Date Cash Consideration (together with any additional amounts required to be paid pursuant to Section 14.9(b)) by wire transfer of immediately available funds in the manner provided in Section 2.2;
(b) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assumption of the Assumed Liabilities and all other instruments or documents as shall be necessary in the reasonable judgment of Seller to evidence the assignment by Seller of the Purchased Assets and the assumption by Purchaser or its Subsidiaries of the Assumed Liabilities, subject to Sections 6.3(b) and 10.3(b);
(c) the certificate referred to in Section 9.5 signed by a duly authorized officer of Purchaser;
(d) the Transition Agreements, duly executed by Purchaser;
(e) the appointment of the persons selected by Purchaser to fill the corporate officer and director positions of the Acquired Companies;
(f) a receipt, duly executed by Purchaser, acknowledging on behalf of Purchaser, the sale, assignment, transfer, conveyance and delivery of the Purchased Shares and the Purchased Assets by Seller and its Subsidiaries pursuant to the terms of Sections 1.1 and 1.2; and
(g) such other documents and instruments as Purchaser and Seller shall mutually agree to be reasonably necessary to consummate the transactions described herein.
Deliveries by Purchaser to Seller. At the Closing, Purchaser will:
(i) deliver to Seller an executed copy of this Agreement;
(ii) pay the Adjusted Cash Portion of the Purchase Price by wire transfer of immediately available funds to such account as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two Business Days before the Closing Date;
(iii) deliver to Seller the Subscription Agreement, Registration Rights Agreement and Warrant Agreement, duly executed by Purchaser;
(iv) deliver to Seller an assumption agreement, dated as of the Closing Date, substantially in the form of Exhibit E hereto, duly executed by Purchaser, pursuant to which Purchaser assumes all of the Assumed Liabilities;
(v) deliver to Seller the certificate referred to in Section 7.04; and
(vi) deliver to Seller the opinion referred to in Section 7.06.
Deliveries by Purchaser to Seller. Purchaser shall deliver to Seller (or its designee):
9.2.1. one or more agreements whereby Purchaser (or its designee) assumes and agrees to perform Seller's obligations, liabilities and duties under the Assumed Liabilities;
9.2.2. the opinion of Purchaser's counsel referenced in Sections 7.3 hereof;
9.2.3. copy of the resolutions of the board of directors of Purchaser approving the transactions contemplated by this Agreement certified by an appropriate officer of Purchaser;
Deliveries by Purchaser to Seller. At the Closing, Purchaser shall deliver or cause to be delivered to Seller:
(a) an amount equal to the Closing Cash Payment;
(b) a certificate executed by the President and a Vice President or the Treasurer of Purchaser, dated as of the Closing Date, certifying that all representations and warranties of Purchaser herein contained were true, correct and complete in all material respects when made and are true, correct and complete in all material respects as of the Closing Date (other than any representation or warranty which by its terms is (i) made as of a specified date, which shall be true, correct and complete in all material respects as of such date or (ii) qualified by a reference to materiality or Purchaser Material Adverse Effect, in which case it as so qualified shall be true, correct and complete in all respects) as if made thereon and that Purchaser has performed or complied in all material respects with all of the covenants and obligations required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;
(c) certificate of good standing, dated as of a recent date, for Purchaser from its jurisdiction of incorporation;
(d) the duly executed Assumption Agreement; and
(e) such other instruments and documents as are (i) required by any other provisions of this Agreement to be delivered on the Closing Date by Purchaser to Seller or (ii) reasonably necessary, in the opinion of Seller, to effect the performance of this Agreement by Purchaser.
Deliveries by Purchaser to Seller. At the Closing, Purchaser shall deliver to Seller the following, duly executed:
(a) immediately available funds in the amount of the balance of the Total Consideration referred to in Section 2.3 hereof;
(b) the Settlement Statement; and
(c) with respect to a Purchaser that is an entity, a copy of a certificate of good standing or legal existence from Purchaser’s state of incorporation and from the state where the Location is situated, dated as of a date reasonably close to the Closing Date.
Deliveries by Purchaser to Seller. At the Closing, Purchaser shall deliver or cause to be delivered, to Seller the following, duly executed, as applicable:
(a) immediately available funds in the amount equal to (i) the Property Purchase Price minus (ii) the Property Environmental Remediation Escrow minus (iii) any amount to be deducted pursuant to Section 7.1(e);
(b) immediately available funds representing the first month’s base rent and security deposit due under the Lease;
(c) the various certificates, instruments and documents referred to in Section 9.1(a)-(b) below;
(d) certified copies of the resolutions of the Board of Directors of Purchaser authorizing the transactions contemplated hereby;
(e) with respect to Purchaser, if applicable, a copy of a certificate of good standing or existence (as applicable) for Purchaser from the applicable Secretary of State (or other applicable governmental entity) dated as of a date reasonably close to the Closing Date; and
(f) the Xxxx of Sale and Assignment and Assumption Agreement; and
(g) the Lease.
Deliveries by Purchaser to Seller. At or prior to the Closing, Purchaser shall deliver or cause to be delivered to Sellers the following:
(i) payment of the Release Consideration;
(ii) the documents required to be delivered by Purchaser pursuant to Articles VI and VIII;
(iii) the Assumption Agreements, duly executed by Purchaser or its designees;
(iv) duly executed documents of transfer and conveyance, in form reasonably satisfactory to Purchaser, as Purchaser may reasonably request in order for Purchaser or its designees to assume the USEB Indebtedness, the USEO Indebtedness and the NPI Indebtedness, each as contemplated hereunder; and
(v) a release by Purchaser and its Subsidiaries in substantially the form attached hereto as Exhibit B-2 (the “Purchaser Release”);
(vi) the Lease Assignments, duly executed by Purchaser;
(vii) such other assignments and other good and sufficient instruments of assumption and transfer, in form reasonably satisfactory to Sellers, as Sellers may reasonably request to transfer and assign the Assumed Liabilities to Purchaser or its permitted designees.
Deliveries by Purchaser to Seller. At or prior to the Closing, Purchaser shall deliver or cause to be delivered to Seller the following:
(i) the documents required to be delivered by Purchaser pursuant to Articles VI and VIII;
(ii) the Cash Consideration less the Cash Consideration Adjustment;
(iii) stock certificates issued in the name of Seller and dated as of the Closing Date representing the Purchaser Shares;
(iv) an executed copy of the Note;
(v) an executed copy of the Lease;
(vi) an executed copy of the Guaranty issued by Purchaser in connection with the Lease;
(vii) an executed copy of the Non-Competition Agreement;
(viii) an executed copy of the Registration Rights Agreement; and
(ix) all other documents, certificates, instruments and writings required to be delivered by Purchaser at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested by Seller in connection herewith.