Common use of Deliveries of Purchaser Clause in Contracts

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 ExecutionClosing, Purchaser shall deliver to Endeavor and the Sellers the following (Seller Representative each of which shall be the following, in form and substance reasonably satisfactory to Endeavor):Seller Representative: (a) the The Adjusted 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 writingaccordance with Article 1 hereof; (b) an The Escrow Agreement duly executed by Purchaser as of the Closing Date; (c) An Assumption Agreement duly executed by Purchaser with each Seller pursuant to which Purchaser assumes all obligations under the Assumed Liabilities; (d) A certificate of an officer of Purchaser, dated as of the "Assumption Agreement")Closing Date, certifying to the fulfillment of the conditions set forth in Sections 7.1 and 7.2 hereof; (e) An opinion of counsel to Purchaser, dated as of the Closing Date, 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 PurchaserB; (f) an opinion of Trouxxxx Xxxdxxx XXXAny other information, counsel to Purchaser, dated as of the Execution Date addressed to Seller, in form and substance documents or certificates reasonably satisfactory to Seller, addressing such matters as requested by the Seller may reasonably request;Representative to effect the transactions completed herein; and (g) the Incentive Warrant The Non-Competition Agreements duly executed by Purchaser; and (h) such other certificates or documents reasonably requested by Endeavor and Purchaser as of the SellersClosing Date.

Deliveries of Purchaser. At the ExecutionClosing, Purchaser shall deliver to Endeavor and the Sellers Seller the following (each of which shall be in form and substance reasonably satisfactory to EndeavorSeller): (a) an amount equal to the Initial Purchase Price required pursuant to Section 1.7 hereof Price, via wire transfer of immediately available funds to such bank accounts as QDS Seller has instructed Purchaser in writingwriting at least two days prior to the Closing; (b) an Assumption Agreement (the "Assumption Agreement"), substantially in the form attached hereto as Exhibit IE, executed by Purchaser; (c) a copy of resolutions of the Management board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and any ancillary agreements by Purchaser, and a certificate of the secretary or an assistant secretary of Purchaser, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (d) the certificate referred to in Section 6.2(d); (e) the Escrow Agreement executed by Purchaser; (df) the Licensed Premises Lease Agreement executed by Purchaser; (e) the Strategic Alliance Agreement executed by the Purchaser; (fg) an opinion of Trouxxxx Xxxdxxx XXX, Matria's internal legal counsel to Purchaser, dated as of the Execution Closing 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 ChoicePoint and the SellersSeller. Additionally, Purchaser shall deliver the Escrow Funds to the Escrow Agent via wire transfer of immediately available funds in accordance with the Escrow Agent's instructions.

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 XXXXxxxxxxx Xxxxxxx LLP, 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.