Deliveries on the Closing Date. Seller shall have delivered or caused to be delivered to Purchaser the following documents and materials at or prior to the Closing Date, unless otherwise specified herein:
(a) An executed original of this Agreement and the Bxxx of Sale, Assumption of Liabilities and Assignment of Contracts in the form(s) attached hereto as Exhibit 9.2(a).
(b) Certified copies of resolutions adopted by the Board of Directors of Seller authorizing the execution of this Agreement and the sale of the Purchased Assets to Purchaser in accordance with the terms hereof.
(c) An Officer’s Certificate executed by an authorized officer of Seller certifying that all of Seller’s representations and warranties contained in Section 7 are true and correct on the Closing Date.
(d) Written consents to the transfer or assignment to Purchaser of the Purchased Assets, including any consent required pursuant to the SDS Notes, in a form and substance reasonably satisfactory to Purchaser.
(e) Such other documents as Purchaser reasonably deems necessary or appropriate to vest in it good and marketable title to all or any part of the Purchased Assets, free and clear of all liens, encumbrances and other rights as provided in this Agreement.
(f) One copy each of the compiled object code and human readable source code to the Product, including the development tools (excluding any third-party products that Seller is prohibited from transferring to Purchaser) and build systems necessary to create runtime distributions of the Product for each supported operating system, together with all programmers’ notes and commentary thereto in Seller’s possession, as well as a hard copy and electronic copy of all of Seller’s technical and marketing documentation associated with the Product.
(g) The originals of each Assumed Contract; provided, that, any original Assumed Contract which includes the sale of other Seller products or services shall be retained by Seller and copies of such Assumed Contracts shall be provided to Purchaser.
(h) Copies of all correspondence with customers relating to the Product and in Seller’s possession and available account history for each Assumed Contract.
(i) Copies of available maintenance logs for the Product prior to the Closing Date.
(j) Copies of customer support and contacts databases prior to the Closing Date.
(k) Such updates to the schedules or exhibits to this Agreement, as are agreed to by Seller and Purchaser, to reflect any change of any matter reflected on a schedule or ...
Deliveries on the Closing Date. The Company and the Purchaser, as applicable, shall make the following deliveries on the Closing Date:
Deliveries on the Closing Date. On the Closing Date and prior to the execution of the Closing Certificate, Sellers shall deliver or cause the Company to deliver, as applicable, to Purchaser the items as listed in Exhibit C.
Deliveries on the Closing Date. On the Closing Date, the Parties shall deliver the following, which shall be true, correct, and complete in all respects where applicable:
(a) By the Sellers:
(i) stock powers with medallion signature guarantee acceptable to the Transfer Agent, representing the Deferred Shares, endorsed in blank;
(b) By the Purchasers:
(i) the Deferred Consideration.
Deliveries on the Closing Date. On the Closing Date:
(i) TransWestern shall deliver to Seller the Base Purchase Price, by wire transfer of immediately available funds to an account designated by Seller.
(ii) TransWestern shall deliver to Seller the Seller Note.
(iii) TransWestern shall deliver to Seller (A) the various certificates, instruments and documents referred to in Section 5.1(b) and (B) such other instruments of assumption as Seller may reasonably request in form reasonably satisfactory to Seller and consistent with the provisions of this Agreement.
(iv) Seller shall deliver to TransWestern a bill xx sale in the form attached hereto as Exhibit C.
(v) Seller shall deliver to TransWestern (A) the various certificates, instruments and documents referred to in Section 5.1(a) and (B) all other documents, instruments of sale, transfer, conveyance and assignment as TransWestern may reasonably request with respect to the Purchased Assets in form and substance reasonably satisfactory to TransWestern and consistent with the provisions of this Agreement.
(vi) Seller shall deliver to TransWestern evidence that all security interests and other liens or encumbrances in any of the Purchased Assets have been released.
Deliveries on the Closing Date. On or before the Closing Date, AGC shall deliver or cause to be delivered to USMetals and AGF, as applicable, the following documents and instruments in exchange for delivery of the items specified in Section 9 and 10 below:
(i) two (2) original, executed counterparts of the General Assignment and Assumption and Bxxx of Sale in the form of Exhibit “D” attached hereto;
(ii) all Acceptances to the Assignments duly executed by AGC that accept the assignment and the transfer of good and marketable title to the Mining Claims and the AGF Mining Claims to AGC;
(iii) a duly executed and delivered original stock certificate for One Hundred Four Million Two Hundred Thousand (104,200,000) shares of common stock of AGC with the applicable legend restriction issued to USMetals; and
(iv) a duly executed and delivered original stock certificate for Twenty Eight Million Eight Hundred Thousand (28,800,000) shares of common stock of AGC with the applicable legend restriction issued to AGF.
Deliveries on the Closing Date. Section 9(b) of the Asset Purchase Agreement is hereby amended and restated in its entirety to read as follows:
(B) On the Closing Date, each of Seller and Purchaser shall execute and deliver to the other party a Transition Services Agreement pertaining to transition services to be provided in connection with this transaction."
Deliveries on the Closing Date. On the Closing Date, Xxxxx and HEMG shall execute and deliver to Aspen the following: (i) The Lock-Up/Leak-Out Agreement; (ii) The Mutual Release Agreement (to which either of them is a party). (iii) The Consulting Agreement.
Deliveries on the Closing Date. (a) At the Closing, Seller will deliver, or cause to be delivered, to Purchaser the following:
(i) the Transferred Assets;
(ii) a Xxxx of Sale in the form attached hereto as Exhibit B, duly executed by Seller;
(iii) the Assignment and Assumption Agreement in the form attached hereto as Exhibit E (the “Assignment and Assumption Agreement”) duly executed by Seller;
(iv) a certificate of an officer of Seller, dated the Closing Date, that attaches (i) the resolutions of the Board of Directors and the stockholders of Seller authorizing the execution of this Agreement and the performance of the contemplated transactions and (ii) an incumbency certification and signatures of the officers of Seller executing this Agreement in form satisfactory to Purchaser;
(v) various certificates, instruments, and documents referred to in this Agreement, and such other certificates, instruments, and documents, as Purchaser shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Purchaser.
(b) At the Closing, the Purchaser shall deliver to the Seller the Purchase Price and the Assignment and Assumption Agreement duly executed by the Purchaser.
Deliveries on the Closing Date. On the Closing Date:
(i) TransWestern shall deliver (A) the Ad Ideas Payment to Ad Ideas, and (B) the Closing Payment to Seller;
(ii) TransWestern shall deliver the Bill xx Sale, Assignment and Assumption Agreement, in the form attached hereto as Exhibit A;
(iii) TransWestern shall reimburse the Pre-Paid Direct Costs to Seller, solely with respect to the Unpublished Directories (i.e., the Gateway Directory and Southwest Texas Directory), and solely in the amount(s) set forth on the attached Closing Schedule; and
(iv) TransWestern shall deliver to Seller (A) the various certificates, instruments and documents referred to in Section 5.1(b), and (B) such other instruments of assumption as Seller may reasonably request in form reasonably satisfactory to Seller and consistent with the provisions of this Agreement.
