Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall, in consideration for the Purchased Shares issued by the Company under Section 2, pay the Purchase Price in cash by wire transfer of immediately available funds to an account designated by the Company in writing at least two (2) Business Days prior to the Closing Date.
Deliveries by the Purchaser at the Closing. On or before the Closing Date, the Purchaser shall deliver or cause to be delivered the following to the Seller (or as otherwise provided herein), each, where applicable, duly executed (or endorsed, as the case may be) by the Purchaser:
(a) delivery by wire transfer in immediately available funds of an amount equal to the sum of the Purchase Price, subject to the adjustments provided herein MINUS the Deposit MINUS the Indemnification Escrow Amount MINUS any PPP Escrow Amount and PLUS or MINUS any adjustments for prorations and other payments and withholdings to be paid or otherwise borne by the Seller or the Purchaser under this Agreement, which such net amount shall be disbursed to the Seller by wire transfer to an account designated by the Seller, in immediately available funds; except that the Purchaser may pay directly to creditors of the Seller the amount required to satisfy the PPP Non-Forgiven Amount and release any Encumbrances (other than Permitted Encumbrances) on the Purchased Assets;
(b) the Deposit, which shall be disbursed by the Escrow Agent to the Seller by wire transfer to an account designated by the Seller, in immediately available funds;
(c) the Xxxx of Sale and Assignment;
(d) the IP Assignment Agreement;
(e) the 8594 Agreement;
(f) the Non-Competition Agreement;
(g) the Post-Closing Agreement, if applicable;
(h) the Indemnification Escrow Agreement;
(i) the PPP Escrow Agreement, as applicable;
(j) the Closing Statement;
(k) a certificate of good standing with respect to the Purchaser from the Tennessee Secretary of State, dated as of a recent date prior to the Closing Date;
(l) a certificate dated the Closing Date and executed by an officer of the Purchaser, certifying (i) that the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, (ii) the covenants and agreements to be performed or complied with by the Purchaser prior to the Closing have been performed and complied with in all material respects, (iii) the resolutions of the Purchaser authorizing the execution and delivery by the Purchaser of this Agreement and the agreements contemplated hereby and approving the consummation of the Transaction, and (ii) the incumbency and signatures of the officer of the Purchaser executing this Agreement; and
(m) such other documents or instruments as may ...
Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall deliver to the Company:
(a) Wire transfer of immediately available funds as provided in Section 2.2;
(b) The Ancillary Agreements;
(c) The certificates, opinions of counsel and other documents described in Article VII of this Agreement; and
(d) All such other documents and instruments as the Company or its counsel shall reasonably request to consummate the Closing.
Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall deliver to the Seller the following:
(a) the Consideration Shares;
(b) the Consulting Agreements; and
(c) such other instruments and certificates as may be reasonably requested by the Seller.
Deliveries by the Purchaser at the Closing. At the Closing, subject to the satisfaction or waiver of all the conditions set forth in Section 4 below, the Purchaser shall deliver to the Company a copy of the duly executed Shareholders Agreement.
Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall, in consideration for the Purchased Shares issued by the Company under Section 2.2, pay or cause to be paid, the Purchase Price in cash by wire transfer of immediately available funds to an account designated by the Company (unless otherwise as may be mutually agreed between the SPV and the limited partner of the Purchaser) (the “Designated Account”), provided that transfer instructions are delivered to the Purchaser at least five (5) Business Days prior to the Closing.
Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller, the following items:
(a) by wire transfer of immediately available funds the amount equal to one million three hundred fifty thousand Dollars ($1,350,000) (the "CLOSING DATE CASH PAYMENT");
(b) the originally executed First Note;
(c) the duly executed officer's certificates referred to in Sections 7.1, 7.2, and 7.4;
(d) duly executed and acknowledged transfer tax and other required tax forms reasonably required by the Seller to consummate the transactions contemplated hereby, all in the form required by applicable law;
(e) the Escrow Agreement, the Pledge Agreement and the Registration Rights Agreement duly executed by the Purchaser;
(f) evidence of receipt by the Escrow Agent of the Cash Escrow Amount and the Second Note; and
(g) all other previously undelivered documents that the Purchaser is required to deliver to the Seller pursuant to this Agreement.
Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller, the following items:
(a) by wire transfer of immediately available funds the amount equal to the Cash Consideration less the Cash Escrow Amount (the “Closing Date Cash Payment”);
(b) the duly executed officer’s certificates referred to in Sections 7.1, 7.2, and 7.4;
(c) duly executed and acknowledged transfer tax and other required tax forms reasonably required by the Seller to consummate the transactions contemplated hereby, all in the form required by applicable law;
(d) the Escrow Agreement and the Registration Rights Agreement duly executed by the Purchaser;
(e) evidence of receipt by the Escrow Agent of the Stock Escrow Amount and the Cash Escrow Amount; and
(f) all other previously undelivered documents that the Purchaser is required to deliver to the Seller pursuant to this Agreement.
Deliveries by the Purchaser at the Closing. The Purchaser shall deliver the following at the Closing to the Seller, all in form and substance reasonably satisfactory to the Seller:
(a) payment to the Seller of the Provisional Purchase Price less the Escrow Amount by wire transfer to an account, with such account to be specified in writing by the Seller at least seven (7) days prior to the Closing Date;
(b) the Subject Liabilities Assignment and Assumption Agreement, duly executed by the Purchaser;
(c) the Xxxx of Sale, duly executed by the Purchaser;
(d) a certificate dated the Closing Date and executed by the authorized officer of the Purchaser stating that (i) the representations and warranties of the Purchaser in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date and (ii) the covenants, agreements and conditions to be performed or complied with by the Purchaser prior to the Closing have been performed and complied with in all material respects by the Purchaser;
(e) a certified copy of the resolutions of the Purchaser's board of directors, approving the execution of this Agreement and the transactions contemplated hereunder, to the extent such approval is required; and
(f) the Ancillary Agreements, duly executed by the Purchaser; provided, that the Employment Transfer Agreements shall be delivered (i) with the relevant employees of the Business having also executed such agreements, and (ii) only to the extent executed by employees of the Business.
Deliveries by the Purchaser at the Closing. At the Closing, the Purchaser shall deliver to the Sellers the following:
(a) the Closing Cash Consideration less the Escrow Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers to the Purchaser no later than three Business Days prior to the Closing Date;
(b) the Assignment and Assumption Agreement, duly executed by the Purchaser;
(c) the Escrow Agreement, duly executed by the Purchaser;
(d) the Assignments and Assumptions of Lease, duly executed by the Purchaser;
(e) the Transition Services Agreement, duly executed by the Purchaser;
(f) the terms of offers of employment referred to in Section 6.8(b); and
(g) the certificate referred to in Section 7.3(c).
