Documents Delivered by Purchaser. On the Closing Date, the Purchaser will deliver or cause to be delivered to the Vendor:
(a) a certified copy of the resolution of the directors of the Purchaser approving this Agreement and the transactions contemplated by this Agreement:
(b) a certified copy of the resolutions of the directors of the Purchaser approving the issuance of the Purchase Shares to the Vendor;
(c) copies of the Certificates representing the Purchase Shares in the names of the Vendor:
(d) a certificate of the president of the Purchaser certifying, as of the Date of Closing, that the representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date of this Agreement and will be true and correct as of the date of Closing as if made by the Purchaser on the Closing Date:
(e) written resignations and general releases of the existing directors and officers of thePurchaser;
(f) a certified copy of the minutes of a directors meeting at which nominees of the Vendor are appointed, to the board of directors of the Purchaser;
(g) an opinion of counsel to the Purchaser, dated as of the Closing Date, and addressed to the Vendor and their counsel, in form and substance satisfactory to the Vendor acting reasonably, including the following:
(i) the due incorporation, valid existence and standing of the Purchaser and its qualification to carry on business;
(ii) the authorized and issued capital of the Purchaser;
(iii) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein; and
(iv) the due issuance of the Purchase Shares as fully paid and non-assessable and having been issued in accordance with applicable securities laws.
Documents Delivered by Purchaser. On the Closing Date, Purchaser shall deliver to the Other Shareholders originals of the following documents:
Documents Delivered by Purchaser. Concurrently with the execution of this Agreement, Purchaser shall deliver to Seller the following:
Documents Delivered by Purchaser. To effect the sale of the Assets and assumption of the Assumed Liabilities, Purchaser shall at the Closing execute and deliver to Seller (i) an instrument or instruments of assumption substantially in the form attached as Exhibit F, evidencing Purchaser's assumption, pursuant to Section 2.2, of the Assumed Liabilities (the "Assumption Document"); and (ii) the Ancillary Agreements.
Documents Delivered by Purchaser. Purchaser shall have delivered or caused to be delivered to Sellers:
Documents Delivered by Purchaser. At the Closing, the Purchaser will and will cause the Purchaser Subsidiaries to, at their sole cost and expense, execute and deliver or cause to be executed and delivered to UDG on behalf of the Sellers the following documents:
(a) The Closing Amount by wire transfer as provided in Section 1.7.
(b) A certificate signed by the President or a Vice President of the Purchaser to the effect set forth in Section 5.2, in all substantive respects in the form attached hereto as Exhibit 7.3(b).
(c) Opinions dated the Closing Date of Harter, Secrest & Xxxxx, Xxxxxx, Hubbard, & Hxxxxxd, and Fred R. Mardelx, xxxxsel to xxx Purchaser, in all substantive respects in the forms attached hereto as Exhibit 7.3(c).
(d) One or more assumptions of the Assumed Liabilities, in all substantive respects in the form attached hereto as Exhibit 7.2(d) (or such other form or additional instrument of assumption as may be necessary under the terms of any Assigned Contract or for any specific Assumed Liability), executed by the Purchaser.
(e) The Licenses and Other Agreements, executed by the Purchaser or the appropriate Purchaser Subsidiary.
(f) Resale certificates with respect to the Inventory, in all substantive respects in the forms attached hereto as Exhibit 7.3(f).
(g) Evidence that all Required Consents and Approvals have been obtained by the Purchaser.
(h) A copy of a resolution of the Board of Directors of the Purchaser and each of the Purchaser Subsidiaries, certified by the secretary or assistant secretary thereof as having been duly and validly adopted and in full force and effect, authorizing the execution and delivery of this Agreement, the Licenses, and the Other Agreements and performance of the transactions contemplated hereby by the Purchaser and the Purchaser Subsidiaries.
(i) A certificate signed by the President or a Vice President of the Purchaser, in all substantive respects in the form attached hereto as Exhibit 7.3(i).
(j) Certificates of incorporation, certified by the Secretary of State of the Purchaser's and each Purchaser Subsidiary's state of incorporation.
(k) Certificates of good standing with respect to the Purchaser and each Purchaser Subsidiary (or such similar document, if any, as is issued by the appropriate agencies of the states in which the Purchaser Subsidiaries are organized).
(l) Such other documents as the Sellers or their counsel may reasonably request to consummate the transactions contemplated hereby.
Documents Delivered by Purchaser. 12 SECTION 5.2
Documents Delivered by Purchaser. On the date -------------------------------- hereof, the Purchaser is delivering the following:
Documents Delivered by Purchaser. Purchaser agrees to deliver the following documents, duly executed as appropriate, to Seller at the Closing:
(a) wire transfer to Seller's bank of the portion of the Purchase Price referred to in Section 1.4;
(b) a Certificate of Purchaser to the effect that each of the conditions specified in Section 2.2 of this Agreement has been satisfied in all respects or has been waived in writing by Seller; and
(c) documentation of all governmental filings, authorizations and approvals or consents of third parties that are required for the consummation of the transactions contemplated by this Agreement, including but not limited to any regulatory approvals necessary from the TRB. If Seller agrees to waive Section 2.2(c) of this Agreement, Purchaser must deliver at Closing, a current application for Purchaser's license to provide telecommunications services in Puerto Rico. ARTICLE 9
Documents Delivered by Purchaser. At the Closing, Purchaser will deliver to Seller the following:
a. The initial cash payment portion of the Purchase Price; and
b. The assignment and assumption agreement related to Purchaser's assumption of Seller's liabilities and obligations set forth in Schedule 3.1.
