Deliveries by the Purchaser at Closing. At each -------------------------------------- Closing, the Purchaser shall deliver to the Company:
(a) immediately available funds as provided in Section 2.2;
(b) all such other documents and instruments as the Company or its counsel shall reasonably request to consummate or evidence the Transaction.
Deliveries by the Purchaser at Closing. At the Closing, in accordance with Section 2.2(c)(2), the Purchaser shall have delivered to the Sellers certificates to the effect that the conditions specified in Sections 8.1, 8.2, 8.4, 8.6, 8.7, and 8.9 have been satisfied.
Deliveries by the Purchaser at Closing. The Purchaser shall deliver, (i) prior to T1 Closing, the aggregate T1 Purchase Price for the T1 Shares; and (ii) prior to the T2 Closing, the aggregate T2 Purchase Price for the T2 Shares, to be purchased by such Purchaser in accordance with Section 1 hereof. In addition, at the T1 Closing and the T2 Closing, the Purchaser shall deliver a certificate from the Purchaser’s trustee certifying that the conditions set forth in Sections 5.1 and 5.2 have been fulfilled.
Deliveries by the Purchaser at Closing. At the Time of Closing the Purchaser shall deliver, or cause to be delivered, the following to the Vendor:
(a) an amount equal to the Closing Payment;
(b) an amount equal to the applicable GST on the Purchase Price;
(c) the General Conveyance, fully executed by Purchaser;
(d) the Confirmatory Assignment of Patents, fully executed by Purchaser;
(e) the Confirmatory Assignment of Trademarks, fully executed by Purchaser; and
(f) such further and other documentation as is referred to in this Agreement or as the Vendor may reasonably require to give effect to this Agreement.
Deliveries by the Purchaser at Closing. At the Closing, the Purchaser shall deliver to the Seller (a) the portion of the consideration referred to in Section 2.5(b) to be delivered on the Closing Date and (b) each of the documents, instruments and evidences of satisfaction of conditions required to be delivered by the Purchaser as a condition to Closing pursuant to Article X, in form and substance satisfactory to the Seller and its counsel.
Deliveries by the Purchaser at Closing. At the Closing, the Purchasers shall deliver to the Sellers (a) the cash payments referred to above in Section 2.2, (b) the Shares, (c) the Seller Notes, (d) the Seller Security Documents and (e) each of the documents, instruments or evidences of satisfaction of conditions required to be delivered by the Purchasers as a condition to Closing pursuant to Article VIII of this Agreement in form and substance reasonably satisfactory to the Sellers and their counsel.
Deliveries by the Purchaser at Closing. At Closing, the Purchaser shall:
(a) pay the Purchase Price to the Vendor, subject to Section 4.2; and
(b) deliver a certificate of an officer or director of the Purchaser in the form of Schedule B.
Deliveries by the Purchaser at Closing. At the Closing, the Purchaser shall deliver to the Company, all such documents and instruments (including certificates representing the Old Preferred Stock and the Warrants) as the Company or its counsel shall reasonably request to consummate or evidence the Restructuring.
Deliveries by the Purchaser at Closing. At the Closing, the Purchaser shall have delivered to the Seller the following:
(i) immediately available funds in the amount of the Purchase Price, by wire transfer no later than 2:00 p.m. (New York City time) to the accounts designated by the Seller;
(ii) resolutions duly adopted by the Purchaser Board authorizing the transactions which are the subject of this Agreement, certified by the Secretary of the Purchaser;
(iii) certificate executed by the Chief Executive Officer of the Purchaser certifying that the representations and warranties contained in Section 4 hereof are true and correct in all material respects on and as of the Closing Date and that the Purchaser has performed and complied, in all material respects, with all other obligations to be performed by it under this Agreement;
(iv) certificates issued by appropriate Governmental Authorities evidencing, as of a recent date, the good standing of the Purchaser in Delaware;
(v) copies of the applicable charter documents and all amendments thereto of the Purchaser, certified by the appropriate Governmental Authorities;
(vi) opinion of counsel to the Purchaser in form and substance reasonably satisfactory to the Seller, substantially in the form attached hereto to as EXHIBIT A; and
(vii) Assignment and Assumption Agreement for the assumed Contracts in form and substance reasonably satisfactory to the Seller, substantially in the form attached hereto as EXHIBIT B; and
(viii) evidence that the Letters of Credit have been replaced with new letters of credit containing substantially similar terms as the Letters of Credit or that the Purchaser has assumed the Letters of Credit.
Deliveries by the Purchaser at Closing. At the Closing, the Purchaser will deliver or cause to be delivered to the Seller the following:
(a) payment of the Purchase Price to the Seller in accordance with Section 2.2;
(b) a certificate, dated the Closing Date and signed by the President or any Vice President of the Purchaser, certifying the fulfillment of the matters set forth in Section 7.1;
(c) certificates, dated as of a date not more than thirty (30) days prior to the Closing Date, duly issued by the appropriate governmental authorities showing that each of the Purchaser, District Energy and Macquarie is in good standing in its jurisdiction of organization;
(d) a certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Purchaser certifying as to (i) the completeness and correctness of attached copies of the Purchaser's certificate of incorporation and bylaws (including amendments thereto), (ii) resolutions of the board of directors and sole stockholder of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other certificate or document delivered in connection herewith;
(e) a certificate, dated the Closing Date and signed by the Secretary or an Assistant Secretary of District Energy certifying as to (i) the completeness and correctness of attached copies of District Energy's certificate of incorporation and bylaws (including amendments thereto), (ii) resolutions of the board of directors and sole stockholder of District Energy approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) the incumbency and signatures of the officers of District Energy executing this Agreement and any other certificate or document delivered in connection herewith;
(i) a power of attorney evidencing the appointment of certain individuals as authorized signatories with the power to execute this Agreement and any other certificate or document delivered in connection herewith on behalf of Macquarie, (ii) a certificate dated the Closing Date and signed by the Secretary of Macquarie certifying as to the validity of the Persons counter-signing an impression of the Common Seal of Macquarie, together with supporting extracts of Macquarie's Constitution and the minutes of the board of Macquarie and (iii) a certificate ...
