Deliveries by the Purchasers. On or before 3 p.m. New York time on the Closing Date, each of the Purchasers shall deliver or cause to be delivered to the Company the aggregate Purchase Price with respect to the number of Units allocated to such Purchaser, by wire transfer of immediately available funds in accordance with the wire transfer instructions provided on Exhibit F to this Agreement.
Deliveries by the Purchasers. Not later than 5:00 p.m., New York City time, on November 9, 2001, the Purchasers shall take the following actions and deliver the following.
Deliveries by the Purchasers. 24 6.1 Payment for Subject Shares and Warrants .................. 24 ARTICLE VII INDEMNIFICATION ............................................ 24 7.1 Indemnification .......................................... 24 7.2 Notification ............................................. 25 7.3 Contribution ............................................. 26
Deliveries by the Purchasers. At the Closing, Xxxxxxx and the Purchasers shall deliver to the Sellers the following:
(a) the Assignment and Assumption Agreement duly executed by the applicable Purchaser;
(b) the Transition Services Agreement duly executed by the U.S. Purchaser;
(c) the License Agreement duly executed by the U.S. Purchaser;
(d) the Federal Supply Agreement duly executed by the U.S. Purchaser;
(e) the Middle East Supply Agreement duly executed by the U.S. Purchaser;
(f) a certificate of the secretary or an assistant secretary of Xxxxxxx and each Purchaser certifying resolutions of the board of directors of Xxxxxxx and such Purchaser approving and authorizing the execution, delivery and performance by Xxxxxxx and such Purchaser of this Agreement and its Related Agreements and the consummation by Xxxxxxx and such Purchaser of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Xxxxxxx and such Purchaser);
(g) an agreement in form reasonably acceptable to MCI pursuant to which each Purchaser agrees to be bound by the terms and conditions of the AFC Cross License, it being agreed that AFC and Advanced Fibre Access Corporation shall be beneficiaries of, and entitled to enforce, the agreement to be delivered pursuant to this Section 9.3(g);
(h) the Sublicense duly executed by the U.S. Purchaser; and
(i) the Purchase Price in accordance with Sections 3.1 and 13.4.
Deliveries by the Purchasers. The Purchasers will deliver to the Company the following:
(i) Payment by wire transfer, of the Purchase Price;
(ii) Disbursement Authorization Letter; and
(iii) Such other documents as shall be reasonably requested by the Company and its counsel.
Deliveries by the Purchasers. At the Closing, each of the Purchasers shall deliver or cause to be delivered to the Seller the following:
1. Payment of the purchase price set forth opposite such Purchaser's name on Schedule 1, in cash by wire transfer of immediately available funds to an account designated in writing by Seller.
2. The Registration Rights Agreement duly executed by such Purchaser.
Deliveries by the Purchasers. At the Closing, the Purchasers shall deliver to the Company the following in form and substance reasonably satisfactory to the Company's counsel:
(a) evidence that the Purchase Price has been paid in full;
(b) an executed counterpart of the Registration Rights Agreement;
(c) an executed counterpart of the Stock Purchase Agreement; and
(d) such other documents or instruments as the Company reasonably requests to effect the transactions contemplated hereby.
Deliveries by the Purchasers. At the Closing, each Purchaser shall deliver to the Company such Purchaser’s applicable Purchase Price, by wire transfer of immediately available funds to the account designated in writing to the Purchasers by the Company for such purpose.
Deliveries by the Purchasers. At the Closing, each Purchaser is delivering to the Company (or to such other parties as otherwise set forth below) the following:
(i) the amount set forth opposite such Purchaser's name in Exhibit 1.4(i), such amount being equal to the pro-rata portion of the Purchase Price allocable to such Purchaser for the principal amount of Notes and the Loan Warrants being purchased by such Purchaser as set forth opposite such Purchaser's name in Exhibit A hereto, and less, in the case of Appaloosa, (i) the placement fee of $200,000, (ii) $3,000,000 to be wire transferred in immediately available funds at the Closing to Xxxxx X. Gentle, III (the "Escrow Agent") pursuant to the Escrow Agreement, dated as of October 1, 1998, by and between the Inamed Settlement Fund by and through the Settlement Class Counsel, the Company and the Escrow Agent (the "Escrow Agreement") and (iii) its costs and expenses (including the reasonable fees and expenses of its counsel, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx and accountants, which amounts shall be wire transferred by Appaloosa in immediately available funds to one or more accounts designated by such parties on or prior to the date hereof); and
(ii) a duly executed copy of the Registration Rights Agreement.
Deliveries by the Purchasers. At the Closing, the Purchasers shall deliver the following to the Company:
(i) the Purchase Price by wire transfer of immediately available funds to such accounts designated in a writing delivered by the Company to the Purchasers no less than two (2) business days prior to the Closing Date or by such other means as may be agreed upon in writing by the Company and the Purchasers; and
(ii) all other documents, instruments and writings required to be delivered by the Purchasers at or prior to the Closing Date pursuant to this Agreement.
