Deliveries by the Buyers. (a) At the Closing, Parent shall deliver, or cause to be delivered, to the Shareholders' Representatives, on behalf of the Sellers and the Shareholders, the following:
(i) duly executed stock certificates representing the Initial Distribution Shares in the names specified in column 1 of Annex B to the Applicable Joinder Agreements and in the denominations set forth in column 3(a) of Annex B thereto;
(ii) [Intentionally Left Blank];
(iii) [Intentionally Left Blank];
(iv) the SCCA Expenses Reserve in United States dollars by wire transfer to an account designated by the Shareholders' Representatives at least three Business Days prior to the Closing Date;
(v) the executive officer certificate referred to in clause (ii) of Section 9.3 hereof;
(vi) the opinions of counsel referred to in Section 9.4 hereof;
(vii) executed counterparts of any Consents obtained pursuant to Section 6.3 hereof and not previously delivered to the Sellers' Representatives pursuant to such Section;
(viii) a copy of the Articles of Amendment and Restatement of Parent adopted pursuant to Section 1.9(a)(i)(A), in the form attached hereto as Annex H, as certified by the Secretary of State of Maryland, and a copy of the Amended Parent By-laws adopted pursuant to Section 1.9(a)(ii), as certified by the Secretary of Parent together with evidence reasonably satisfactory to the Sellers' Representatives showing that the JLW Directors shall have been elected to the Board (and that the only other directors on the Board shall be the Parent Directors), effective immediately following the Closing, and that Cxxxx Xxxxxxx and Mxxx Xxxxx shall have been elected by the Board to the offices of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent, and Deputy Chairman of the Board of Parent, respectively, effective immediately following the Closing; and
(ix) all other previously undelivered documents, instruments or writings required to be delivered by the Buyers to the Sellers, Shareholders or the Sellers' Representatives at or prior to the Closing, pursuant to this Agreement or any other Operative Agreement.
(b) At the Closing, the Buyers shall (and Parent shall cause Buyers to) deliver, or cause to be delivered, to the Escrow Agent, the following:
(i) a certificate issued in the name of the Escrow Agent or its nominee representing the Adjustment Shares;
(ii) a certificate issued in the name of the Escrow Agent or its nominee representing the Escrow Shares; and
(iii) a certifica...
Deliveries by the Buyers. At the Closing, the Buyers shall deliver, or cause to be delivered, to the Sellers the following:
(a) the Purchase Price as provided in Section 2.3(b);
(b) payment for any deposits or similar amounts associated with the Systems, to the extent the Sellers’ interests therein are expressly transferred, directly or indirectly, to the Buyers pursuant to any of the Conveyance Documents or the Assignment Document;
(c) counterparts of the Restated Omnibus Agreement, duly executed by the General Partner, the Partnership and its applicable subsidiaries, including the Buyers;
(d) a counterpart of the XxXxx Services Schedule, duly executed by Valero Operating;
(e) a counterpart of the Three Rivers Services Schedule, duly executed by Valero Operating;
(f) counterparts of the Wynnewood Services Schedules, duly executed by Valero Operating;
(g) counterparts of the Connection Agreements, each duly executed by the applicable Buyer;
(h) counterparts of the Services and Secondment Amendment, duly executed by the General Partner;
(i) counterparts of the Conveyance Documents, each duly executed by the applicable Buyer; and
(j) a counterpart of the Assignment Document, duly executed by Valero Operating.
Deliveries by the Buyers. At the Closing, the Buyers shall deliver or cause to be delivered to Seller an amount equal to the Purchase Price by wire transfer of immediately available funds to the account specified by Seller on Schedule II hereto.
Deliveries by the Buyers. At the Closing, Buyers shall execute and deliver, as applicable, to the Sellers or other applicable party:
(I) the Purchase Price;
(II) the Assignment and Assumption Agreement;
(III) the Nonsolicitation Agreement;
(IV) the Transitional Services Agreement as to Buyers' provision of post-Closing data processing support to American Rivet and Xxxxxxxx, as the rights, duties and obligations of the parties shall be assignable to the buyers of the stock or assets of American Rivet and Xxxxxxxx, in substantially the form of EXHIBIT D;
Deliveries by the Buyers. At the Series A Closing, each of the Buyers ------------------------ shall deliver the following to the Company:
(a) A wire transfer or bank cashier's or certified check payable to the order of the Company in the amount of the purchase price (less, in the event that such Buyer surrenders one or more promissory notes made by the Company to such Buyer for cancellation, the principal amount of such promissory note(s) plus interest accrued but unpaid thereon), determined in accordance with Section 2.3.
Deliveries by the Buyers. At the Closing, Parent (on behalf of the Buyers) shall deliver, or cause to be delivered, to the Company (on behalf of the Sellers) the following:
Deliveries by the Buyers. At the Closing, each of the Buyers ------------------------ purchasing Preferred Shares on such date shall deliver the following to the Company:
(a) A wire transfer in the amount of the purchase price determined in accordance with Section 2.3.
(b) The executed Stockholders Agreement.
(c) All other documents, instruments and writings required by this Agreement to be delivered by the Buyers at the Closing.
Deliveries by the Buyers. At the Closing, the Buyers shall deliver or cause to be delivered to or for the benefit of the Sellers the following:
(i) the Initial Purchase Price by wire transfer of immediately available funds to an account or accounts, which are designated by IR to the Buyers not less than two (2) business days prior to the Closing;
(ii) a receipt from FRC, on behalf of itself and the other Buyers, evidencing receipt of the Acquired Interests and the Closing Payment;
(iii) copies of the resolutions of the board of directors (or comparable governing body) of each Buyer authorizing and approving this Agreement and the Transaction Agreements and the transactions and agreements contemplated hereby and thereby, certified by the corporate secretary of each Buyer to be true and complete and in full force and effect and unmodified as of the Closing Date;
(iv) the Transaction Agreements to which each Buyer is a party, duly executed by such Buyer;
(v) the Consents listed in Section 2.7 of the Disclosure Schedule;
(vi) the certificate required by Section 4.3 hereof;
(vii) the Guarantees (as defined in Section 4.6) described in Section 4.6 hereof; and
(viii) such other documents and certificates duly executed as may be reasonably required to be delivered by the Buyers pursuant to the terms of this Agreement or as may be reasonably requested by Sellers prior to the Closing Date.
Deliveries by the Buyers. At the Closing, the Buyers shall deliver the following to the Company:
1.5.1 A duly executed copy of this Agreement.
1.5.2 Except as provided in the Notes, cash in immediately available funds in the aggregate amount of $1,400,001 by wire transfer to the account listed on Schedule 1 hereto.
1.5.3 Any other documents and instruments incident to the transactions contemplated hereby as the Company may reasonably request.
Deliveries by the Buyers. At the Closing, the Buyers shall deliver or cause to be delivered the following items:
(a) to Dutch Seller, a certificate of an officer of Dutch Buyer, given by him on behalf of Dutch Buyer and not in such Person’s individual capacity, to the effect that the conditions set forth in Sections 8.2(a) and (b) have been satisfied;
(b) to U.S. Seller, a certificate of an officer of U.S. Buyer, given by him on behalf of U.S. Buyer not in such Person’s individual capacity, to the effect that the conditions set forth in Sections 8.2(a) and (b) have been satisfied;
(c) to Dutch Seller, a copy of a unanimous resolution of the members of Dutch Buyer approving the execution of the Transaction Documents, the power of attorney and the consummation of the transactions contemplated by the Transaction Documents;
(d) to U.S. Seller, a copy of a unanimous resolution of the members of U.S. Buyer approving the execution of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents;
(e) to U.S. Seller, the U.S. Closing Purchase Price paid in accordance with Section 2.2(c);
(f) to Dutch Seller, the Dutch Closing Purchase Price paid in accordance with Section 2.2(c).
(g) to the Escrow Agent, the Escrow Amount paid in accordance with Section 2.2(c);
(h) to the Sellers and the Diagnostics Entities, a copy of the Transition Services Agreement duly executed by the Buyers;
(i) to the Sellers and the Escrow Agent, a copy of the Escrow Agreement duly executed by the Buyers; and
(j) to the Sellers and the Diagnostics Entities, a copy of the Distribution Agreement duly executed by the Buyers or a controlled Affiliate of Buyers.
