Deliveries of Purchaser at Closing. At Closing, Purchaser shall deliver, or cause to be delivered, to Sellers or the Persons designated below, as applicable:
Deliveries of Purchaser at Closing. At Closing and unless otherwise waived in writing by Seller, Purchaser shall deliver to Seller the following:
Deliveries of Purchaser at Closing. Subject to the conditions to Purchaser's obligations in Article IV, at Closing, on or before the Closing Date, Purchaser shall:
Deliveries of Purchaser at Closing. At the Closing, Purchaser will deliver or cause to be delivered, all duly and properly executed, where appropriate:
Deliveries of Purchaser at Closing. At the Closing, unless otherwise indicated, Purchaser shall deliver to Gershon the following: (i) certificates for the 956 shares of Series C Preferred Stock and for 4,000 shares of its Common Stock registered in the name of Gershon, to be provided within 10 days following the date of Closing; (ii) an executed Registration Rights Agreement in the form of Exhibit D hereto; (iii) an executed Securities Purchase Agreement, dated the date of the Closing, in the form of Exhibit E hereto; (iv) an Assignment and Assumption Agreement within 45 days following the date of Closing, whereby Purchaser will assume and agree to pay amounts due or becoming due under leases of the Assets from Hewlett Packard or its affiliates (which amounts shall be deducted from the Series C Preferred Shares to be issued to Stanford Venture Capital Holdings, Inc.) and under operating leases from Sunrise; (v) a maximum of two thousand ($2,000.00) dollars in the aggregate, which shall be tendered to the counsel of Stanford Venture Capital Holdings, Inc., towards the payment of a legal opinion of Nevada counsel to the Purchaser, addressed to Gershon, Stanford Venture Capital Holdings, Inc., and Xxxxxxx X. Xxxx, to be obtained within 45 days following the date of Closing; and (v) such other documents as may be reasonably requested by Gershon in order to evidence the consummation of the transactions contemplated herein.
Deliveries of Purchaser at Closing. (a) Payment of the Purchase Price, in accordance with Article 3 hereof;
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Deliveries of Purchaser at Closing. At Closing, Purchaser will deliver, or cause to be delivered, to Seller the following: (1) the Cash Portion; (2) the Promissory Note; (3) the Debenture; (4) the Assumption Agreement duly executed by Purchaser; (5) the Guaranty; (6) the Parent Guaranty; (7) the Security Agreement together with appropriate UCC-1 financing statements duly executed by the Purchaser; (8) the executed Contracts for Deed and all other documents and instruments to be executed and delivered by Purchaser in connection therewith; (9) the executed Employment Agreements; (10) certified copies of resolutions duly adopted by the boards of directors of Purchaser and Parent approving this Agreement and the transactions described in and contemplated by this Agreement; (11) a certificate, signed by the president of Purchaser, certifying that (A) all representations and warranties made by Purchaser in this Agreement are true and correct as of the Closing Date (B) all obligations and covenants of Purchaser required to be performed or complied with on or prior to the Closing Date have been performed or complied with by Purchaser, and (C) Seller has not taken any action which Purchaser had agreed not to take prior to the Closing Date; (12) reasonably current good standing certificates issued by the Secretary of State of Minnesota with respect to each of Parent and Purchaser and by the appropriate governmental office of each of the states in which Parent or Purchaser is authorized to conduct business; (13) cash or other immediately available funds to pay in full the principal and accrued interest due on the notes payable by the Seller to its officers, directors and shareholders; and (14) such other documents and items as are reasonably necessary or appropriate to effect the transactions contemplated hereby or which may be necessary under local law. (c) General Closing Conditions. All documents delivered on or prior to the Closing Date by Seller to Purchaser will be reasonably satisfactory in form and substance to Purchaser and Purchaser's counsel, which approval will not be unreasonably withheld, and all documents delivered on or prior to the Closing Date by Purchaser or Parent to Seller will be reasonably satisfactory in form and substance to Seller and its counsel, which approval will not be unreasonably withheld. (d)
Deliveries of Purchaser at Closing. At the Closing, ---------------------------------- Purchaser will deliver or cause to be delivered to Seller (i) the Closing Payment and Closing Repayment Amounts, by cashier's check or wire transfer, in immediately available funds to an account designated by Seller, and (ii) the Closing Note.
Deliveries of Purchaser at Closing. At the Closing, PURCHASER shall deliver to SELLER (in addition to any other deliveries required under this Agreement):
