Deliveries of Buyer at Closing. Subject to the conditions to Buyer's obligations in Article IV, at the Closing, Buyer shall deliver to Sellers a certificate or certificates evidencing the ADS Shares, duly endorsed or accompanied by a duly executed stock power, plus the documents identified in Article V, duly executed by Buyer.
Deliveries of Buyer at Closing. At the Closing, Buyer shall deliver or cause to be delivered to the Sellers:
(a) this Agreement, duly executed by Buyer;
(b) the Escrow Agreement, duly executed by the Buyer;
(c) the certificate referred to in Section 8.2(a);
(d) by wire transfer of immediately available funds, the Initial Purchase Price, less (i) the Escrow Deposit, (ii) any amounts owed to the Company pursuant to all Shareholder Notes or any other indebtedness of the Sellers to the Company, (iii) payment of transaction costs as directed by Sellers, and (iv) payments to Xxxxx Fargo Business Credit, Inc. as directed by Sellers, to an account or accounts designated by the Sellers not less than two Business Days prior to the Closing Date, which amount shall be disbursed to the Sellers in the respective amounts set forth in Exhibit A under the column "Amount of Initial Purchase Price Paid at Closing" set forth opposite each Seller's name;
(e) by wire transfer of immediately available funds, the Escrow Deposit, to an account designated by the Escrow Agent; and
(f) notation by the Company on the Shareholder Notes releasing the Employee Sellers from all obligations and liabilities arising from or related to the Shareholder Notes and reflecting payment in full of the respective amounts due to the Company pursuant to the Shareholder Notes. "Shareholder Notes" shall mean (i) that certain Promissory Note dated September 13, 2004 made by Xxxxxxxx X. Xxxxx to the Company in the principal sum of $450,000; (ii) that certain Non-Negotiable Cognovit Promissory Note dated November 20, 2004 made by Xxxx Xxxxx, as Maker, to the Company, as Payee, with a principal sum of $324,987; (iii) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxxx X. Xxxxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.75; and (iv) that certain Non-Negotiable Cognovit Promissory Note dated December 19, 2002, made by Xxxxxx Xxxxxx, as Maker, to the Company, as Payee, with a principal sum of $137,502.
Deliveries of Buyer at Closing. The Buyer shall deliver the following at Closing:
Deliveries of Buyer at Closing. At the Closing, Buyer will deliver or cause to be delivered to Seller the following:
(a) The Base Purchase Price and the Noncompete Payments;
(b) The Certificate referred to in Section 4.2(e) of this Agreement;
(c) Certified copies of resolutions adopted by the Board of Directors of Buyer (or Executive Committee thereof) authorizing the execution, delivery and performance of this Agreement and consummation of the Asset Purchase.
(d) The Restrictive Agreements and the Employment Agreements.
(e) The Assignment and Assumption Agreement.
Deliveries of Buyer at Closing. At Closing, subject to the conditions to Buyer's obligations in Article VII, Buyer shall (a) execute and deliver or cause to be delivered the documents identified in Section 7.6, and (b) transfer by wire transfer, to an account designated by Seller the Initial Cash Purchase Price.
Deliveries of Buyer at Closing. Subject to the conditions to Buyer's obligations in Article IV, at each Closing, Buyer shall deliver to Seller the Purchase Price by wire transfer of immediately available funds, and the documents identified in Article V, duly executed by Buyer.
Deliveries of Buyer at Closing. At the Closing, Buyer will pay the Purchase Price to Issuer by wire transfer of immediately available funds.
Deliveries of Buyer at Closing. At Closing, subject to the conditions to Buyer's obligations in Article VI, Buyer shall (a) execute and deliver or cause to be delivered the documents identified in Article VII, (b) transfer by wire transfer in immediately available funds, to an account designated by Seller, the cash portion of the Purchase Price, and (c) deliver the NSR Royalty Deed.
Deliveries of Buyer at Closing. At or before the Closing, Buyer shall deliver or cause to be delivered to Seller:
(a) the Purchase Price;
(b) a Trademark Assignment Agreement, in substantially the form of Exhibit A-1, duly executed by Buyer;
(c) a Copyright Assignment Agreement, in substantially the form of Exhibit A-2, duly executed by Buyer;
(d) an Assignment and Assumption Agreement, in substantially the form of Exhibit B, duly executed by Seller; and
(e) such other customary documents, instruments, or certificates as shall be reasonably requested by Seller and as shall be consistent with the terms of this Agreement.
Deliveries of Buyer at Closing. At Closing, Buyer shall deliver to Seller:
(a) by cash or wire transfer, the Cash Payment in immediately available funds in accordance with the wire instructions set forth on Schedule 8.4(a);
(b) an assignment and assumption agreement with respect to the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Xxxxxx, duly executed by Xxxxx;
(c) one or more assignments of Intellectual Property of Seller, in form and substance acceptable to Xxxxx, duly executed by Buyer to the extent necessary and warranted;
(d) the Transition Services Agreement, duly executed by Xxxxx;
(e) certificate of good standing of Buyer, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of Delaware;
(f) the certificate required of Buyer pursuant to Section 8.1; and
(g) such other customary documents, instruments or certificates as shall be reasonably requested by Seller and as shall be consistent with the terms of this Agreement.
