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. The Buyer shall deliver the following at Closing:
Deliveries of Buyer at Closing. At Closing, the Buyer shall, as indicated below, deliver or cause to be made available to Buyer the following original completed documents, dated as of the Closing Date (unless otherwise noted below), executed by the persons who are parties thereto, as applicable:
(a) originally-executed copies of this Agreement, signed by the President of Buyer and attested to by the Secretary of the Buyer;
(b) executed originals of the Employment Agreements, signed by both an authorized executive officer of the Company and the consultant or employee thereunder;
(c) all required consents and approvals from Governments and third parties;
(d) a Certificate, signed by the Secretary of the Buyer, attaching thereto, and certifying as true and correct, (i) copies of resolutions duly passed by the Board of Directors of Buyer approving the entry of the Buyer into this Agreement, and authorizing the Buyer to perform all of its obligations thereunder; (ii) the Articles of Incorporation of the Buyer, including all amendments thereto, and (iii) the Bylaws of the Buyer, including all amendments thereto;
(e) a certificate of good standing of the Buyer, dated within twenty-five (25) Business Days of the Closing Date, from the Nevada Secretary of State;
(f) the certificate required of the Buyer's President, pursuant to Section 8.1 of this Agreement;
(g) the Note duly executed by the President and Secretary of the Buyer;
(h) the Pledge Agreement duly executed by the President and Secretary of the Buyer; and
(i) such other customary documents, instruments or certificates as shall be reasonably requested by Buyer and as shall be consistent with the terms of this Agreement
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 Shares, and the documents identified in Article VII, and (b) transfer by wire transfer in immediately available funds, to an account designated by Sellers, that portion of the Purchase Price due at Closing.
Deliveries of Buyer at Closing. Subject to the conditions to Buyer's obligations in Article IV, at Closing, Buyer shall (a) wire transfer in immediately-available funds, to accounts designated by Shareholders, the Purchase Price and the Additional Consideration less the Escrow Amount, (b) wire transfer in
Deliveries of Buyer at Closing. At or before the Closing, Buyer shall:
(a) wire transfer to each holder of indebtedness for borrowed money of the Company or any Subsidiary the amount specified in the applicable payoff letter delivered pursuant to Section 1.4(d);
(b) wire transfer (i) Twelve Million Eight Hundred Forty Three Thousand One Hundred Thirty-Five Dollars ($12,843,135) (the “Seller Escrow Deposit”) and (ii) Two Million One Hundred Fifty-Six Thousand Eight Hundred Sixty-Five Dollars ($2,156,865) (the “Pentland Escrow Deposit” and, together with the Seller Escrow Deposit, the “Escrow Deposits”) to Mellon Trust of New England, N.A. (the “Escrow Agent”) to be held by the Escrow Agent in accordance with the terms of the Escrow Agreements and Section 1.7;
(c) wire transfer Seven Million Dollars ($7,000,000) (the “Sellers’ Expense Amount”) to an account designated by the Representative, as agent for the Sellers (other than Pentland), to (i) pay proper and reasonable expenses of the Sellers relating to this Agreement and the agreements and the transactions contemplated hereby including, without limitation, the reasonable fees and expenses of Xxxxxx, Xxxx & Xxxxxxx LLP, Xxxxxxxx Xxxx LLP, Xxxxx Xxxxx Xxxx & Maw LLP, Ernst & Young LLP (“E&Y”) and Bear, Xxxxxxx & Co. Inc. (“Bear”), and (ii) provide for other expenses as contemplated by Section 1.9;
(d) wire transfer an amount equal to the Purchase Price, less (i) the amount paid by Buyer pursuant to Section 1.5(a), (ii) the Escrow Deposits and (iii) the Sellers’ Expense Amount to the Sellers, to be divided amongst the Sellers as provided on Schedule I;
(e) deliver to the Sellers the Escrow Agreements duly executed by Buyer;
(f) deliver to the Sellers an opinion of Xxxxx Xxxx LLP, counsel to Buyer, addressed to the Sellers and dated the Closing Date, in the form attached as Exhibit E;
(g) deliver to the Sellers the certificate required to be delivered pursuant to Section 9.2(a); and
(h) take all action necessary to cause the issuance of replacement or back-stop letters of credit in respect of all letters of credit listed on Part 1.5(g) of the Disclosure Schedule.
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.
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 the Closing, Buyer will pay the Purchase Price to Issuer by wire transfer of immediately available funds.
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.
