Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller):
(a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount;
(b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement);
(c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer;
(d) the Intellectual Property Assignments, duly executed by the Buyer;
(e) the Assignment and Assumption of Lease, duly executed by the Buyer;
(f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer;
(g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State;
(h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date;
(i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer;
(j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions;
(k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied;
(l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and
(m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.
Deliveries by the Buyer. The Buyer will deliver or cause to be delivered to the Seller:
Deliveries by the Buyer. At or by the Closing, the Buyer shall have caused the following documents to be executed and delivered:
(a) the agreements, opinions, certificates, instruments and other documents contemplated in Section 8.2; and ------------
(b) all other documents, certificates and instruments required hereunder to be delivered to the Company, or as may reasonably be requested by the Company at or prior to the Closing.
Deliveries by the Buyer. (a) Upon the Closing, the Buyer is delivering to the Seller:
(i) the Purchase Price, less the Prudential Debt (as hereinafter defined), by wire transfer of immediately available funds to the account or accounts specified by the Seller in a written notice to be delivered to the Buyer on or prior to the date hereof;
(ii) resolutions of the Board of Directors of the general partner of the Buyer authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the general partner of the Buyer, dated as of the date of this Agreement, to the effect that such resolutions were duly adopted and are in full force and effect;
(iii) the Company LLC Agreement, duly executed by the Buyer;
(iv) the Seller LLC Agreement, duly executed by a designee of the Buyer;
(v) the Transition Services Agreement, duly executed by MAPL; and
(vi) all other previously undelivered documents required to be delivered by the Buyer to the Seller at or prior to the Closing Date.
(b) Contemporaneously with the Closing, the Buyer shall pay to The Prudential Insurance Company of America ("Prudential"), on the Seller's and MAPL's behalf, the outstanding principal and any interest due, together with any prepayment penalties (the "Prudential Debt" and such amount being a portion of the Purchase Price), under those certain notes issued by MAPL to Prudential pursuant to the Note Purchase Agreements identified on Schedule 1.4(b), by wire transfer of immediately available funds to the account or accounts specified by Prudential in a written notice to be delivered by the Seller to the Buyer on or prior to the date hereof.
Deliveries by the Buyer. At the Closing Time, the Buyer shall deliver or cause to be delivered to the Seller (unless previously delivered) the following documents, agreements, instruments or items, in form and substance satisfactory to the Seller and its legal counsel, acting reasonably:
(a) the Purchase Price in accordance with Sections 2.2.1 and 2.2.2;
(b) a certificate dated as of the Closing Date from the Buyer in the agreed form:
(i) to the effect that the articles and by-laws attached to the certificate are correct and complete copies of the articles and by-laws of the Buyer as in effect at the Closing Date;
(ii) to the effect that the resolutions of the board of directors of the Buyer attached to the certificate approving this Agreement and authorising signature or execution of the same and of any documents required to be signed or executed by the Buyer under this Agreement is a correct and complete copy of the relevant resolutions; and
(iii) attaching a copy of the signatures of the persons authorised to sign this Agreement and/or any of the documents contemplated herein on behalf of the Buyer and certifying the genuineness of such signatures;
(c) letter from Equity Transfer Services Inc. dated the Closing Date confirming number of Glencairn Shares outstanding as at the Closing Date;
(d) evidence in form satisfactory to the Seller, acting reasonably, that all actions required to be taken by the Buyer prior to the Closing pursuant to Section 5.3 have been taken and all consents, approvals, Orders and authorizations required to be obtained by the Buyer for the Closing pursuant to Section 4.2.2 have been obtained;
(e) a certificate dated as of the Closing Date and signed on behalf of the Buyer in the agreed form to the effect that the representations and warranties of the Buyer contained in the Agreement and the Closing Documents are true and correct in all respects as of the Closing Date (except to the extent that such representations and warranties may be affected by events or transactions expressly permitted in this Agreement or the La Libertad Share Purchase Agreement dated the date hereof among the Parties) and that the Buyer has performed all of its covenants and agreements to be performed by it under the Agreement on or before the Closing Date as required by Section 4.2.1(c);
(f) the assignment and assumption agreement contemplated under Section 5.8;
(g) a legal opinion of counsel to the Buyer pertaining to corporate and enforceability matters in respect of the Buyer a...
Deliveries by the Buyer. At the Closing, the Buyer will deliver the following to or for the account of the Sellers or certain of its employees, as the case may be:
(a) The Promissory Note required by Section 1.2 above;
(b) The Assignment and Assumption Agreements required by Section 1.3;
(c) The Lease Assignments required by Section 1.3;
(d) The Security Agreements and the Membership Pledge Agreements required by Section 1.2;
(e) The Opinion of the Buyer's counsel required by Section 6.1 above;
(f) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct and complete copy of the Articles of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Good Standing Certificate from the Delaware Secretary of State; and
(g) All other documents, instruments and writings required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.
Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Selling Parties all of the following:
Deliveries by the Buyer. Subject to the terms and conditions hereof, at the Closing, the Buyer will deliver or cause to be delivered the following to the Seller:
(a) the Purchase Price, in immediately available funds, as set forth in Section 1.1 hereof;
(b) the Operating Agreement, the Transition Services Agreement and the Telecom Agreement; and
(c) all other documents, instruments and writings required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement.
Deliveries by the Buyer. On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following:
(A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement.
(B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities.
(C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent.
(D) The Employment Agreement executed by Buyer.
(E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby.
(F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement.
(G) The Right of First Refusal Agreement duly execute...
Deliveries by the Buyer. At the Closing, the Buyer will deliver the following to the Sellers:
(a) The portion of the Purchase Price referred to in Section 4.2(a), by wire transfer of immediately available U.S. funds, or by such other means as are agreed upon by the Sellers and the Buyer;
(b) Opinions of counsel and certificates (as contemplated by Section 8.3) with respect to the Purchased Assets;
(c) The Instruments of Assumption with respect to the Assumed Obligations, duly executed by the Buyer or its designee;
(d) All such other instruments of assumption as shall, in the reasonable opinion of the Sellers and its counsel, be necessary for the Buyer or its designee to assume the Assumed Obligations related to the Purchased Assets in accordance with this Agreement;
(e) A copy of the resolutions of the Board of Directors (or similar governing board) of each of the Buyer and its designees authorizing and approving this Agreement and each of the Closing Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified by the secretary (or similar officer) of the Buyer or its designee, as the case may be;
(f) A copy of the articles of incorporation and by-laws (or equivalent charter documents) of each of the Buyer and its designees, certified by its secretary (or similar officer), and a copy of the articles of incorporation (or equivalent charter documents) of each of the Buyer and its designees, certified by the Wisconsin Department of Financial Institutions, or by the similar authority in any jurisdiction of organization other than Wisconsin;
(g) A certificate by the secretary (or similar officer), of each of the Buyer, and its designees, as to the incumbency of each person executing any Closing Document on behalf of Buyer or its designee, as the case may be; and
(h) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer, or its designee, at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.
