Deliveries by Purchasers. At the Closing, Purchasers shall deliver or cause to be delivered to PPC and Seller the following:
(i) the Sale Price in the amount and manner specified in Article II;
(ii) a receipt for the Shares;
(iii) a recent good standing certificate for each of the Purchasers, from the Secretary of State of the state of its incorporation or formation, dated not more than twenty (2y0) days prior to the Closing;
(iv) the certificate of incorporation or similar charter document of each of Purchasers certified as of a recent date not more than twenty (20) days prior to the Closing by the Secretary of State of the state of its incorporation or formation;
(v) a certificate of the Secretary or Assistant Secretary of each of Purchasers certifying that attached thereto are true and correct copies of (A) the bylaws or similar charter document of such Purchaser and (B) resolutions duly and validly adopted by the Board of Directors or similar governing body of such Purchaser authorizing and approving this Agreement and all other transactions and agreements contemplated hereby; and
(vi) a certificate of an officer of each of Purchasers certifying on behalf of such Purchaser that (A) each of the representations and warranties of such Purchaser contained in Article V of this Agreement is true and correct in all respects as of the Closing Date with the same force and effect as though made by such Purchaser as of the Closing Date (except to the extent they expressly relate to a prior date); (B) each of the conditions to be performed or complied with by such Purchaser as of or prior to the Closing Date, unless waived in writing by PPC and Seller, has been duly performed or complied with by such Purchaser in accordance with the terms of this Agreement; and (C) all agreements, undertakings and obligations to be performed or complied with by such Purchaser as of or prior to the Closing, unless waived in writing by PPC and Seller, have been duly performed or complied with by such Purchaser in accordance with the terms of this Agreement.
Deliveries by Purchasers. Each Purchaser shall deliver a check or wire transfer to the general account of the Company in the amount of the Purchase Price for each Share purchased.
Deliveries by Purchasers. At the Closing, each Purchaser shall deliver, or cause to be delivered, to Seller the sum of (i)(x) the Per Share Price multiplied by (y) the number of such Purchaser’s Applicable Shares, plus (ii) the Aggregate Dividend Amount in respect of such Purchaser’s Applicable Shares, in each case in immediately available funds denominated in United States dollars by wire transfer to one or more bank accounts designated by Seller.
Deliveries by Purchasers. At the Closing, Purchasers shall ------------------------ deliver, all duly and properly executed, authorized and issued (where applicable):
(a) The EESI Stock, as provided in Sections 1.3 and 1.4 above, to be delivered to the Company;
(b) A certified copy of resolutions of the directors and shareholder of EESI NY and the directors of EESI authorizing the execution and delivery of this Agreement and each other agreement to be executed in connection herewith (collectively, the "Collateral Documents") and the consummation of the transactions contemplated herein and therein;
(c) A favorable opinion from counsel for Purchasers, dated the day of the Closing in the form attached as Schedule 1.10(c);
(d) The Certificate described at Section 7.1;
(e) An Assignment and Assumption Agreement in the form attached as Schedule 1.10(e) attached hereto;
(f) Other documents and instruments required by this Agreement, if any.
Deliveries by Purchasers. At the Closing, Purchasers shall deliver to Xxxxxxx and Company the following:
(a) Each of the Closing Documents listed in Section 8.5; and
(b) Such additional documents as Xxxxxxx and Company may reasonably request.
Deliveries by Purchasers. 2 2. CLOSING(S)............................................................2 2.1 Date and Time...................................................2 2.2 Deliveries......................................................2 2.3 Each Closing Identical..........................................2
Deliveries by Purchasers. Purchasers shall deliver or cause to be delivered to Sellers at the Closing:
i) Delivery by the Escrow Agent of the CCG Shares and a wire transfer of federal funds in accordance with Section 2.5 pursuant to complete wire transfer instructions delivered by Sellers to Purchasers in writing at least five days prior to Closing.
ii) Certificates of the appropriate public official to the effect that each Purchaser was a validly existing corporation in its state of incorporation as of a date not more than 30 days prior to the Closing Date.
iii) Incumbency and specimen signature certificates dated the Closing Date signed by the officers of each Purchaser and certified by their respective Secretaries.
iv) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Purchaser as of a date not more than 30 days prior to the Closing Date, certified by the Secretary of State of their respective states of incorporation and (B) the bylaws of each Purchaser as of the Closing Date, certified by their respective Secretaries.
v) Certificate of the respective Secretaries of the Purchasers (A) setting forth resolutions of the Board of Directors of each Purchaser authorizing the execution and delivery of this Agreement and the performance by such Purchasers of the transactions contemplated hereby, certified by the Secretary of such Purchasers and (B) to the effect that the Governing Documents of Purchasers delivered pursuant to Section 6.3(b)(iv) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date.
vi) The opinion of Xxxxxxxxxxx & Xxxxxxxx LLP, Purchasers' legal counsel, in substantially the form of "Exhibit O".
vii) A Registration Rights Agreement in substantially the form of Exhibit P.
viii) Such other agreements and documents as Sellers may reasonably request.
Deliveries by Purchasers. Purchasers shall have effected the applicable deliveries required pursuant to Section 10.3.
Deliveries by Purchasers. Purchasers hereby deliver to Holdings and Commodore, as applicable, the following items:
Deliveries by Purchasers. At the Closing, Purchasers will deliver to Sellers:
(a) the Assignment and Assumption duly executed by the relevant Purchaser or Purchasers;
(b) a certificate signed by each Purchaser, dated the date of the Closing (in form and substance reasonably satisfactory to Sellers) certifying that the conditions specified in Section 8.1 and Section 8.3 have been satisfied as of the Closing;
(c) certified copies of the resolutions of the board of directors of each Purchaser authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; and
(d) the Facility Lease Assignments, duly executed by the relevant Purchaser or Purchasers.
