Deliveries to Purchaser. Sellers agree to deliver to Purchaser, at the Closing, each of the following, each of which constitutes a condition to Purchaser's obligation to consummate the purchase of the Shares:
Deliveries to Purchaser. All terms and amounts to be delivered, remitted or otherwise furnished by Seller to Purchaser pursuant hereto or in connection herewith shall, except as otherwise provided for herein, be delivered, remitted or furnished to Purchaser at its office at 00000 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxx 00000, or at such other place as may be agreed upon.
Deliveries to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser each of the following:
(a) Assignments of Units, each substantially in the form of Exhibit C (the “Assignment”), duly executed by Seller and an amendment to Schedule A to the LLC Agreement reflecting the transfers contemplated thereby duly executed in accordance with the LLC Agreement (collectively, the “Assignment Documents”);
(b) reasonably satisfactory evidence of the repayment, cancellation and termination of the Subordinated Notes and the Bridge Notes (collectively, the “Payoff Evidence”);
(c) the certificates of officers of Seller and the Company referred to in Section 8.3;
(d) a certificate of the Secretary or an Assistant Secretary of the Company attesting to (i) the resolutions of the Board of Managers of the Company referred to in Section 8.6 and (ii) the incumbency and signature of each officer of the Company who executed this Agreement;
(e) a certificate from the Secretary of State of the State of Delaware with respect to the existence and good standing of the Company;
(f) resignations by all members of the Board of Managers of the Company from their positions as managers of the Company and any of its Subsidiaries (or, if any such resignations have not been obtained, evidence of the removal of such managers);
(g) the executed Escrow Agreement;
(h) noncompetition agreements, substantially in the form of Exhibit D attached hereto, executed by the parties set forth on Section 2.3(h) of the Disclosure Schedule (the “Noncompetition Agreements”);
(i) the executed FIRPTA Certificate; and
(j) a registration rights agreement, in the form of Exhibit E attached hereto (the “Registration Rights Agreement”), duly executed by the Securityholders.
Deliveries to Purchaser. At the Closing there shall be delivered to Purchaser:
(a) The opinion of Seller's legal counsel, dated the Closing Date in substantially the form of Schedule 8.2(a);
(b) Certificates dated as of the Closing Date, executed by an officer of Seller certifying (i) that the representations and warranties of Seller contained in this Agreement are true and complete in all material respects as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made solely as of a prior date; (ii) that Seller has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date; and (iii) that Seller is not aware of any basis for a claim for indemnification under Article XI hereof which could be asserted against Purchaser after the Closing;
(c) For each leasehold interest included in the Assets, certificates of estoppel and, if requested by Purchaser, non-disturbance and attornment commitments, from the respective landlords of such leaseholds, acknowledging the existence of the lease for each such leasehold interest, certifying that each such lease remains in full force and effect and that Seller is not in material breach thereof or in default thereunder, certifying that there have been no oral modifications to the lease for each such leasehold interest and that copies of all written modifications have been provided, certifying the amount of the then current rental for the leasehold interest and whether such landlord holds a security deposit for such leasehold, certifying the date of the expiration of the leasehold interest and that no rent due under the lease for each such leasehold that is due and payable has not been paid in full, and consenting to the assignment by Seller to Purchaser of each such leasehold interest without material adverse changes in the terms of each such lease;
(d) A written report on the results of searches in the names of Value Vision International, Inc. and KVVV for tax, lien, and judgment filings in the Secretary of State's records of the State of Texas and in the records of any county in which the Assets and the current studio(s) are located, such searches having been made no earlier than thirty (30) days prior to the Closing Date, and the cost of which searches shall be borne equally by Seller and Purchaser;
(e) Subject to the provisions of Sectio...
Deliveries to Purchaser. At or prior to the Closing, the Company shall deliver to the Purchaser the following in form and substance reasonably satisfactory to the Purchaser and its counsel:
Deliveries to Purchaser. All items and amounts to be delivered, remitted or otherwise furnished by Seller to Purchaser pursuant hereto and any Assignment or in connection herewith and therewith shall, except as otherwise provided for herein and therein, be delivered, remitted or furnished to Purchaser at its office at the address set forth herein and therein or at such other place as the Purchaser may direct.
Deliveries to Purchaser. 33 Section 6.2....................................................................Deliveries to the Company. 36 ARTICLE VII SURVIVAL; INDEMNIFICATION................................................................... 37 Section 7.1...................................................Survival of Representations and Warranties. 37 Section 7.2..............................................................................
Deliveries to Purchaser. Any document or item shall be deemed “provided” or “made available” by any of the Sellers or the Company to Purchaser for purposes of Article III if such document or item (a) is included on or prior to the date of this Agreement in the electronic data room established by the Company and maintained by Bank Street Group LLC in connection with the transactions contemplated by this Agreement, or (b) actually delivered (including electronic delivery) by the Company to Xxxxx XxXxx prior to the date of this Agreement.
Deliveries to Purchaser. PURCHASER'S ACCESS TO THE COMPANY'S PROPERTY RECORDS.
(a) Purchaser acknowledges receipt of the following (and Purchaser further acknowledges that no additional items are required to be delivered by the Company or Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement):
(i) Copies of property tax bills and assessor's statements of current assessed value of the Land and Improvements for the most current year that same have been issued and the year prior to the most current year.
(ii) Copies of Property operating statements for the period from January 1, 2001 through December 31, 2002.
(iii) 2003 Operating Budget with respect to the Property.
(iv) Copies of the Ground Lease, the DDA, the CC&Rs, the Shared Parking Agreement and the Tax Increment Financing Agreement.
(v) Copies of the Leases, the Phase I SNDA and the Phase II SNDA.
(vi) Copies of the Supplemental Agreement and the Bonds Escrow Agreement.
(vii) An aged tenant receivable report, if any, regarding income from the Tenant.
(viii) All Operating Agreements currently in place at the Property, if any.
(ix) A copy of the Existing Title Policy.
(x) A copy of the Existing Survey.
(xi) Copies of the Commission Agreements.
(xii) A copy of the City of Cerritos Resolution No. 98-16, dated June 25, 1998.
(xiii) Copies of the Certificates of Occupancy issued by the City of Cerritos for each of the two (2) buildings constructed on the Land.
(xiv) A copy of the Certificate of Completion for the Required Improvements issued by the Redevelopment Agency of the City of Cerritos dated January 18, 2000, recorded January 31, 2000 in the Los Angeles County Recorder's Office, as instrument no. 00-0148005.
(xv) The Certificate, the Amended Certificate and the LLC Operating Agreement.
(b) From the Effective Date until the Closing Date or earlier termination of this Agreement, the Company shall allow Purchaser and Purchaser's authorized representatives, on reasonable advance notice and during normal business hours, to have access to the Company's existing non-confidential books, records and files relating to the Property, at the office of the Broker, or at the Company's office at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser's expense) copying the same, including, without limitation, the materials listed below (to the extent any or all of the same are in Seller's or the Company's possession), subject, however, to the limit...
Deliveries to Purchaser. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following, each dated as of the Closing Date and in form and substance satisfactory to such Purchaser:
(i) this Agreement, duly executed by the Company;
(ii) a Note for such Purchaser duly executed by the Company with an aggregate Initial Principal Amount equal to the amount set forth on Schedule I, registered in the name of such Purchaser;
(iii) the Warrants for such Purchaser duly executed by the Company registered in the name of such Purchaser;
(iv) the Transfer Agent Instruction Letters, duly executed by the Transfer Agent in addition to the Company;
(v) the Security Agreement and Guaranty;
(vi) legal opinions of counsel to the Company (including local counsel as may be requested by such Purchaser) in form and substance acceptable to such Purchaser; an officer’s certificate and compliance certificate from each Company Party, each in form and substance acceptable to such Purchaser; and
(vii) a closing statement, in form and substance acceptable to such Purchaser, and such other opinions, statements, agreements and good standing certificates, and other documents as such Purchaser may require.
