Deliveries by the Purchaser. Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:
Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller the following items:
(a) the Purchase Price, payable in accordance with Section 2.2; and
(b) such other documents and instruments as the Seller reasonably requests to consummate the transactions contemplated hereby.
Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the Purchase Price, by wire transfer of immediately available funds to one or more accounts designated by the Company, such designation to be made no later than two (2) Business Days prior to the Closing Date.
Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to each of the Seller, EnStructure and the Parent:
(i) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby;
(ii) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder;
(iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (b); and
(iv) any additional documents or instruments as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets.
(b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Seller:
(i) the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date;
(ii) executed counterparts of the Assignment and Assumption Agreement; and
(iii) executed counterparts of the Lease Assignments.
(c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of:
(i) the Exclusivity Agreement;
(ii) the Services Agreement;
(iii) the Transition Agreement; and
(iv) the Lease Assignments.
Deliveries by the Purchaser. (a) The Cash Payment. Concurrent herewith, the Purchaser shall deliver to the Company the Cash Payment.
Deliveries by the Purchaser. At the Time of Closing on the Closing Date, the Purchaser shall deliver to the Vendors:
(a) certified true copies of the resolutions of the directors evidencing the approval of this Agreement and all of the transactions of the Purchaser contemplated hereunder;
(b) certified true copies of the resolutions of the shareholders of the Purchaser evidencing the approval of this Agreement and the transactions contemplated hereunder;
(c) share certificates representing the Purchaser Shares registered in the names of the Vendors;
(d) a certificate signed by an authorized representative of the Purchaser that the representations and warranties of the Purchaser contained in this Agreement are true and correct in every respect as of the Time of Closing on the Closing Date;
(e) if the parties settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other Closing documents as are listed on that closing agenda as Closing documents to be delivered by the Purchaser; and
(f) if the parties choose not to or are unable to settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other materials that are, in the opinion of the Vendors and the Company acting reasonably, required to be delivered by The Purchaser in order for it to meet its obligations under this Agreement.
Deliveries by the Purchaser. At the Closing, the Purchaser is delivering to the Selling Stockholder:
(a) the consideration contemplated by Section 1.1(a) hereof by delivery of stock certificates representing the Consideration Shares registered in the name of the Selling Stockholder and the duly executed Registration Rights Agreement in the form of Exhibit "B" hereto (the "Registration Rights Agreement");
(b) the consideration contemplated by Section 1.1(b) hereof by delivery of the Consideration Warrant;
(c) the consideration contemplated by Section 1.1(c) hereof by wire transfer in immediately available funds to the account or accounts specified by the Selling Stockholder in Exhibit C;
(d) the consideration contemplated by Section 1.1(d) hereof by delivery of the TRG Note accompanied by duly executed instruments of transfer in substantially the form attached hereto as Exhibit D;
(e) the consideration contemplated by Section 1.1(e) hereof by delivery of that certain Assignment of Loan Agreement of even date herewith in substantially the form attached hereto as Exhibit E;
(f) the consideration contemplated by Section 1.1(f) hereof by delivery of that certain Assignment of Escrow Agreement of even date herewith in substantially the form attached hereto as Exhibit F;
(g) the consideration contemplated by Section 1.1(g) hereof by delivery of copies of an effective surrender and termination by Centerpoint of its rights under the Pledge Agreement in the form of Exhibit G; and
(h) an officer's or director's certificate of the Purchaser certifying as to (i) resolutions of the Board of Directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the transaction contemplated hereby (ii) a certificate of recent date as to the good standing of the Purchaser in the jurisdiction of its incorporation (iii) the Certificate of Incorporation and by-laws of the Purchaser as in effect on the date of such certificate.
Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller the following:
Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver (or cause Purchaser Parent to deliver) to the Seller:
(a) The Purchase Price by (i) delivery of a copy of the resolutions of the board of directors of the Purchaser Parent evidencing the issuance and allotment of the Parent Common Shares contemplated to be issued and allotted to the Seller under Section 1.1(a), certified by a director of the Purchaser Parent, and (ii) wire transfer in immediately available funds of the cash consideration set forth in Section 1.1(b) to the following bank account of the Seller within seven (7) business days after the Closing date. Account Name: CECEP SOLAR ENERGY HONG KONG CO., LIMITED Bank: Bank of China (Hong Kong) Limited Account Number: 01287592649095 Swift: XXXXXXXXXXX
(b) A copy of the resolutions of the Board of Directors (or equivalent governing body) of each of the Purchaser Parties authorizing the execution, delivery and performance of this Agreement as well as the transactions contemplated hereunder and a certificate of an officer of each of the Purchaser Parties dated the date hereof to the effect that such resolutions were duly adopted and are in full force and effect.
(c) Formal stock certificate representing the Parent Common Shares duly endorsed or accompanied by other duly executed instrument in writing shall be provided within ten (10) business days after the Closing date.
(d) The Purchaser’s counterpart signature to a transfer deed with respect to the sale and purchase of the Italsolar Shares executed before a notary public in Italy or powers of attorney to execute the same, in each case in form and substance reasonably satisfactory to the Purchaser Parties.
Deliveries by the Purchaser. At the Closing the Purchaser or AFCNA, as applicable, shall deliver to the Seller the following:
(a) the Assignment and Assumption Agreement, duly executed by the Purchaser;
(b) the Xxxx of Sale, duly executed by the Purchaser and AFCNA;
(c) subject to Section 6.16, the Supply Agreements, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Supply Agreements, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder);
(d) the Transition Services Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Transitions Services Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder);
(e) the Cross License Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Cross License Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder);
(f) the Sublicenses, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Sublicenses, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder);
(g) the Purchase Price in accordance with Sections 3.1 and 13.4; and
(h) tax resale certificates with respect to the Inventory duly executed by the Purchaser or AFCNA, as applicable.
