Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller:
(a) the Cash Consideration via wire transfer;
(b) the Common Stock;
(c) an Assumption and Assignment Agreement in the form attached as Exhibit 5.2(c) pursuant to which Purchaser assumes the Assumed Liabilities and Seller transfers all of Seller's rights and obligations thereunder;
(d) a copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by Purchaser's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments;
(e) a certificate of the President of Purchaser, dated the Closing Date, as to the truth and correctness of the representations and warranties of Purchaser contained herein on and as of the Closing Date;
(f) a certificate of the President of Purchaser, dated the Closing Date, (i) as to the performance and compliance by Purchaser with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Purchaser to the Closing have been satisfied;
(g) a certificate of the Secretary of Purchaser certifying as to the incumbency of the directors and officers of Purchaser and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Purchaser; and
(h) a certificate, dated within 10 days of the Closing Date, of the Secretary of State of Purchaser's state of incorporation, establishing that Purchaser is in existence, has paid all state taxes and otherwise is in good standing to transact business in such state.
(i) an opinion of Counsel to Purchaser, dated as of the date hereof, in form and substance satisfactory to Seller, to the effect set forth in Exhibit 5.2(j).
Deliveries of Purchaser. Purchaser has delivered all of the agreements, documents and instruments required under Section 2.5 to be delivered by Purchaser before or at the Closing.
Deliveries of Purchaser. At the Closing, Purchaser will deliver (or cause to be delivered) to Seller each of the following items:
Deliveries of Purchaser. At the Closing, Purchaser shall pay to Seller the Base Purchase Price and deliver to Seller the certificates and other documents contemplated by Section 7.03.
Deliveries of Purchaser. On the Sale Date, Purchaser shall deliver to Seller (A) a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit H; and (B) the Purchase Price in accordance with Section 2.6(a).
Deliveries of Purchaser. (a) At the Closing, Purchaser shall deliver or cause to be delivered the following to Seller (or such other parties as may be designated by Seller):
(i) the Purchase Price, as provided in Section 2.2 hereof;
(ii) the Lease Agreement duly executed by Purchaser together with all rents, deposits and other monies required to be paid by Purchaser under the Lease Agreement; and
(iii) proof of insurance in amounts and form acceptable to Seller naming Seller as an additional insured.
Deliveries of Purchaser. At the Execution, Purchaser shall deliver to Endeavor and the Sellers the following (each of which shall be in form and substance reasonably satisfactory to Endeavor):
(a) the Purchase Price required pursuant to Section 1.7 hereof via wire transfer of immediately available funds to such bank accounts as QDS has instructed Purchaser in writing;
(b) an Assumption Agreement (the "Assumption Agreement"), substantially in the form attached hereto as Exhibit I, executed by Purchaser;
(c) the Management Agreement executed by Purchaser;
(d) the Licensed Premises Agreement executed by Purchaser;
(e) the Strategic Alliance Agreement executed by the Purchaser;
(f) an opinion of Trouxxxx Xxxdxxx XXX, counsel to Purchaser, dated as of the Execution Date addressed to Seller, in form and substance reasonably satisfactory to Seller, addressing such matters as the Seller may reasonably request;
(g) the Incentive Warrant executed by Purchaser; and
(h) such other certificates or documents reasonably requested by Endeavor and the Sellers.
Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Sellers:
(a) Cash Consideration in immediately available funds;
(b) Stock Consideration, subject to a Lock-Up Agreement in the form attached hereto;
(c) a statement that Parent and the Sellers have complied with the requirements of Section 5.1; and
(d) an executed Assignment and Assumption Agreement in the form attached hereto with respect to the Assumed Liabilities and the Assigned Commitments.
Deliveries of Purchaser. At the Closing, Purchaser shall deliver the following documents to Seller, all of which shall be in form reasonably satisfactory to Seller:
(1) the officer’s certificate contemplated by Section 11.2(c);
(2) the duly executed Assignment and Assumption Agreement;
(3) the executed Xxxx of Sale; and
(4) all other documents and instruments reasonably necessary to (i) receive the Purchased Assets from Seller or any of its Subsidiaries, (ii) assume the Assumed Liabilities from Seller or any of its Subsidiaries or (iii) effectuate the other transactions to be taken by Purchaser contemplated by this Agreement.
Deliveries of Purchaser. At the Closing, Purchaser will execute and deliver or cause to be executed and delivered to the Selling Stockholders simultaneously with delivery of the items referred to in Section 9.2 above:
(a) Payment of the Consideration. Bank wire transfers as provided in Section 2.2.1 for the Purchase Price payable in cash at Closing;
(b) payment to the Company of the amount set forth in Section 2.2.1(b);
