Deliveries by Xxxxx. Subject to the terms hereof, at the Closing, Buyer shall deliver or cause to be delivered the following items:
(a) to each Seller, by wire transfer of immediately available funds to the account designated by such Seller in the Payment Spreadsheet, an amount equal to such Seller’s respective Pro Rata Share of the Estimated Closing Date Cash Consideration;
(b) to SD Seller, a copy of the instruction letter to Xxxxxx’s transfer agent in respect of the Closing Date Stock Consideration;
(c) to the applicable member of the Company Group’s payroll provider (as designated by SD Seller in the Payment Spreadsheet), an amount equal to the Closing Company Group Bonus Payments payable to the recipients of the Closing Company Group Bonus Payments, to be paid to such recipients within two (2) Business Days of the Closing Date (via a special payroll run, if necessary) in accordance with SD Seller’s prior written instructions prior to Closing; provided that Buyer shall have a right to review and pre-approve (such consent to not be unreasonably withheld) the list of bonus recipients and amounts to ensure conformity with the COC Bonus Plans, the 2014 Management Incentive Plan of Satcom Direct and Satcom Direct Communications, Inc., or other applicable plan;
(d) to the Persons designated in the Payment Spreadsheet, by wire transfer of immediately available funds to the account designated in the Payment Spreadsheet, such recipient’s portion of the Settlement Amounts;
(e) to SD Seller, a certificate dated as of the Closing Date, duly executed by the secretary or an officer of Xxxxx, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors (or similar governing body) of Parent and Buyer authorizing and approving the execution, delivery and performance of, and the consummation of, the Transactions, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (ii) the incumbency, authority and specimen signature of each officer of Parent and Buyer executing this Agreement (the “Buyer Secretary Certificate”);
(f) to SD Seller, a certificate of the Secretary of State of the State of Delaware as to the good standing of Parent and Buyer in the State of Delaware as of the most recent practicable date (provided that, such date shall not be prior to the date that is thirty (30) days before the Closing Date);
(g) to SD Seller, a certificate from Buye...
Deliveries by Xxxxx. At or before the Closing, Buyer and/or Adventist Health shall deliver to Seller the following (duly executed where appropriate):
Deliveries by Xxxxx. At or prior to the Closing, Xxxxx will deliver to Seller the following:
(i) a duly executed counterpart to this Agreement;
(ii) the Closing Cash Payment;
(iii) a duly executed copy of the Financing SPA, together with (1) the duly executed Senior Secured Debenture in favor of Seller, and (2) a Financing Warrant in favor of Seller, pursuant to the terms of the Financing SPA;
(iv) the Note;
(v) the Equity Consideration;
(vi) a duly executed Security Agreement;
(vii) a duly executed Transition Services Agreement;
(viii) a duly executed Registration Rights Agreement;
(ix) a duly executed certificate of an officer of Xxxxx, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, certifying the resolutions of the board of directors of Buyer authorizing this Agreement and the Contemplated Transactions;
(x) a certificate of good standing for Buyer issued on or within five (5) days prior to the Closing Date by the Secretary of State (or comparable officer) of the State of Nevada; and
(xi) such other certificates, opinions, instruments, and documents required to consummate the Contemplated Transaction, each in form and substance reasonably satisfactory to Seller.
Deliveries by Xxxxx. At the Closing, Buyer shall deliver to Seller the following:
(a) Certificates representing the Consideration Shares, or an irrevocable instruction letter to the transfer agent of Buyer with respect to the issuance of the Consideration Shares to Seller;
(b) Board Resolutions of Buyer authorizing the issuance of the Consideration Shares as contemplated by this Agreement; and
(c) All other documents, instruments and writings required by this Agreement to be delivered by Xxxxx at the Closing.
Deliveries by Xxxxx. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller (or, in the case of clause (ii), the applicable PICA FSS Trust Account):
(i) the Closing Consideration in accordance with Section 2.3;
(ii) Authorized Investments for each PICA FSS Reinsurance Agreement in accordance with, and in the amount required by, Section 2.3;
(iii) the certificate provided for in Section 6.2(a)(iii);
(iv) counterparts of each Ancillary Agreement to which Buyer or any Affiliate of Buyer (but not an Acquired Company) is a party, each duly executed on behalf of Buyer or such Affiliate of Buyer;
(v) the forms described in Section 9.9(a), to the extent not previously delivered; and
(vi) all other documents, certificates or other instruments reasonably requested by Seller.
Deliveries by Xxxxx. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following:
(a) the Purchase Price;
(b) a duly executed counterpart to the Closing Statement;
(c) a duly executed certificate of Buyer, dated as of the Closing Date, certifying that the conditions set forth in Sections 9.3(a) and 9.3(b) have been fulfilled, substantially in the form of Exhibit E; and
(d) any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement, and in a form reasonably acceptable to Buyer and Seller (it being understood that such instruments shall not require Buyer or Seller or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as contemplated by this Agreement or the Ancillary Agreements).
Deliveries by Xxxxx. At the Closing, Buyer shall:
(A) execute and deliver to Seller the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit A;
(B) deliver to Seller a Buyer Representation and Warranty Certificate in the form attached hereto as Exhibit D;
(C) deliver to Seller a Buyer Corporate Matters Certificate in the form attached hereto as Exhibit E, together with all of the attachments referred to therein;
(D) deliver to Seller $1,500,000 by wire transfer of immediately available funds to an account identified by Seller to Buyer not less than 3 days prior to the Closing; and
Deliveries by Xxxxx. No later than 1:00 p.m. on the business day preceding the Closing Date, and after Seller’s deliveries pursuant to Section 3.3 above, Buyer shall deliver to Escrow Holder:
(a) the Purchase Price, less Deposit as provided in Section 1.4.1 and any other payments made, if applicable;
(b) an executed counterpart of the Assignment and Bill of Sale;
(c) an executed counterpart of the Assignment and Assumption Agreement related to each lease;
(d) All other sums and documents required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement, including the Escrow fees and Buyers’ portion of prorations, if any.
Deliveries by Xxxxx. No less than one (1) business day prior to the close of escrow, Buyer shall deposit into escrow (i) immediately available funds in the amount, which together with the Deposit and interest thereon, if any, is equal to:
(a) the Purchase Price as adjusted by any prorations between the Parties; (b) the escrow fees and recording fees; and (c) the cost of the Title Policy; (ii) an executed copy of the Affordable Housing Agreement; and (iii) such documents as may be required by Escrow Holder.
Deliveries by Xxxxx. On or before the Closing Date, Buyer shall deliver or cause to be delivered to the Title Company the following:
(a) The balance of the Purchase Price due at closing by wire transfer, adjusted as herein provided, plus the aggregate amount of closing costs for which Buyer is responsible as provided herein, all as shown on Buyer’s closing statement.
(b) Such other documents, instruments, certificates and assurances as shall be required by the provisions of this Agreement and as are customarily required by the Title Company.
