Documents to be Delivered by Buyers. At the Closing, 247MGI and Buyer shall deliver to Seller the following:
(1) certificates evidencing the 247MGI Shares, to be held by 247MGI and delivered in accordance with Section 2.3, above; and
(2) such other certificates, documents and instruments as Seller may have reasonably requested in connection with the transaction contemplated hereby.
Documents to be Delivered by Buyers. At Closing, Buyers shall deliver to Sellers the following items (all documents which by their terms are to be executed by Buyer, shall be duly executed by Buyer):
(a) A certificate of each Buyer in a form reasonably acceptable to the Parties, dated as of the Closing Date, certifying that the closing conditions specified in Sections 10.2(a) and 10.2(b) have been satisfied;
(b) The Contract Assignment and Assumption;
(c) Each Lease Assignment and Assumption;
(d) The Purchase Price pursuant to Section 2.1 in immediately available wire transferred federal funds; and
(e) Such other documents, information, certificates and materials as may be required by this Agreement.
Documents to be Delivered by Buyers. At the Closing, Buyers shall deliver or cause to be delivered to the Sellers' Representative the following:
(a) certificates signed by an authorized officer of each Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers' Representative, certifying to the fulfillment of the conditions specified in Sections 9.1 and 9.2;
(b) the form and amount of consideration as provided in Section 3.1;
(c) instruments, in form and substance reasonably satisfactory to Sellers' Representative, pursuant to which Buyers assume the Assumed Liabilities;
(d) opinions of each of the Senior Vice President/General Counsel of Buyer Parent, and Debevoise & Plimpton, special counsel to Buyers, each dated the Closing Datx, xxx xach in form and substance reasonably acceptable to Sellers.
(e) certified resolutions of the board of directors of each Buyer, authorizing the execution, delivery and performance of this Agreement; and
(f) such other documents as may be reasonably requested by counsel to Sellers and the Shareholders.
Documents to be Delivered by Buyers. At Completion, the Buyers shall deliver, or cause to be delivered, to the Sellers the following:
2.1. the Services Agreement duly executed by the UK Buyer;
2.2. the Tax Deed duly executed by the UK Buyers;
2.3. the TSA, duly executed by the Buyers;
2.4. the Dutch Deed of Transfer, duly executed by the Dutch Buyer;
Documents to be Delivered by Buyers. At the Closing, Buyers shall deliver, or cause to be delivered, to Sellers the following:
(a) payment and evidence of the wire transfer referred to in Section 2.3(a);
(b) a certificate or certificates representing the shares of Parent Common Stock to be issued hereunder, registered in the name of a holder designated by USI, such certificates to bear a restrictive legend in substantially the form set forth on Exhibit G;
(c) the Assumption Agreement, substantially in the form of Exhibit B hereto, executed by the North American Buyer, evidencing the assumption of the liabilities of Ertl Canada by the North American Buyer;
(d) a copy of the resolutions of the board of directors of each Buyer authorizing the execution, delivery and performance of this Agreement by each Buyer, and a certificate of its secretary or assistant secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(e) a certificate, dated the Closing Date executed by an officer of Buyers certifying to the fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b);
(f) the Tax Sharing Agreement, executed by the Buyers;
(g) the Registration Rights Agreement, executed by Parent; and
(h) such other documents as Sellers may reasonably request for the purpose of (i) evidencing the satisfaction of any condition referred to in Section 7.2, or (ii) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
Documents to be Delivered by Buyers. (a) At the Closing, U.S. Buyer shall deliver to U.S. Seller the following:
(i) evidence of the wire transfer of the U.S. Purchase Price referred to in Section 2.6(a) and, if applicable, Section 2.6(c) hereof;
(ii) a certificate of an officer of U.S. Buyer certifying that the closing conditions set forth in Section 8.1 (with respect to Buyers' representations and warranties) and Section 8.2 (with respect to Buyers' obligations and covenants) have been satisfied;
(iii) the U.S. Assignment and Assumption Agreement;
(iv) originally executed versions of the other Ancillary Agreements (other than the Technology License Agreement and the Technical Services Agreement, which were executed on the date hereof) executed by all parties thereto other than Sellers;
(v) the legal opinion of U.S. counsel described in Section 8.4; and
(vi) such other certificates and documents as U.S. Seller or its counsel reasonably may request in order to evidence the performance by U.S. Buyer of its obligations under this Agreement and the Ancillary Agreements and as may be necessary or appropriate to carry out the purposes of this Agreement and the Ancillary Agreements.
Documents to be Delivered by Buyers. Buyers shall, as soon as is practicable after the Effective Time, deliver any documentation required to evidence the Merger Consideration.
Documents to be Delivered by Buyers. At or prior to the Closing Date, Buyers shall deliver the following:
(a) documents evidencing the assignment and assumption of all Contracts and the assignment and assumption of all permits and licenses transferred by Seller to Buyers pursuant to Section 3.
(b) a copy of the resolutions of the board of directors of Buyers authorizing the execution, delivery and performance of this Agreement by Buyers.
Documents to be Delivered by Buyers. At Closing, Buyers shall deliver to Sellers:
Documents to be Delivered by Buyers. At Completion, the Buyers shall deliver, or cause to be delivered, to the Sellers the following:
