ITEMS TO BE DELIVERED AT CLOSING BY BUYER. At Closing, Buyer shall, unless waived in writing by Seller, deliver the following items, each in form and substance reasonably acceptable to Seller and Seller's counsel, to Seller:
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. The Company’s obligations to sell the Shares hereunder are conditioned on the following closing conditions and deliveries by the Buyer:
(a) All applicable exhibits and schedules hereto;
(b) A duly executed copy of this Agreement;
(c) Any other document reasonably requested by the Company that it deems necessary for the consummation of this transaction; and
(d) The Purchase Price.
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. At Closing, the Buyer shall deliver to the Seller the following:
A. The full and complete purchase price via cashier's check, or certified funds, as set forth hereinabove.
B. An agreement as to the licensing of the trade name for use by Boreta Enterprise, Inc., territories, and covenants not to compete by Seller and Buyer.
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. The Seller’s obligations to sell the Shares hereunder are conditioned on the following closing conditions and deliveries by the Buyer:
(a) All applicable exhibits and schedules hereto;
(b) A duly executed copy of this Agreement;
(c) An authorized officer of the Buyer shall deliver to the Seller at the Closing a certificate certifying that each of the representations and warranties of the Buyer as set forth in Section 3 of this Agreement are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date;
(d) Any other document reasonably requested by the Seller that he deems necessary for the consummation of this transaction; and
(e) The Purchase Price.
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. LSI and Buyer shall deliver the following to the Shareholders, ADL Technology and ADL Engineering:
(i) the ADL Engineering Closing Cash Payment;
(ii) duly executed certificates evidencing the Closing Shares;
(iii) certified copies of minutes or unanimous written consents of the sole shareholder of Buyer and of the Boards of Directors of each of LSI and Buyer, respectively, approving the execution, delivery and performance of this Agreement, the Real Estate Purchase Agreement, the Escrow Agreement, the Employment Agreements and the Registration Rights Agreement and the consummation of the transactions contemplated hereunder and thereunder;
(iv) certificates from the Secretary of State of the State of Ohio dated as of a recent date to the effect that each of LSI and Buyer is in good standing in the State of Ohio;
(v) certificates from LSI and Buyer dated the Closing Date, certifying in such detail as the Sellers may reasonably request, that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) hereof have been fulfilled or satisfied; and
(vi) such other documents to be delivered by LSI and Buyer hereunder or as the Shareholders, ADL Technology or ADL Engineering or their counsel may reasonably request to carry out the purposes of this Agreement.
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. At the Closing, Buyer shall deliver to USD (i) a bank cashier's check or certified check in the amount of the Purchase Price (or a wire transfer of immediately available funds pursuant to wire instructions provided on or before the Closing Date), and (ii) an officer's certificate of Buyer that the representations and warranties contained in Article 3 of this Agreement are true and correct in all material respects at and as of the Closing Date as if made on the Closing Date (except for representations and warranties specifically relating to a time or times other than the Closing Date, which shall be true and correct in all material respects at such time or times).
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. At the Closing, Buyer shall deliver to Seller the Cash Payment and a certificate representing the Buyer Shares.
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. (a) All applicable exhibits and schedules hereto;
(b) A copy of this Agreement duly executed;
(c) Any other document reasonably requested by the Company that it deems necessary for the consummation of this transaction.
ITEMS TO BE DELIVERED AT CLOSING BY BUYER. At the Closing, subject to the terms and conditions of this Agree- ment, Buyer shall deliver to Seller:
(a) the Asset Value in accordance with Section 2.5; (b) an executed counterpart of the Xxxx of Sale; (c) any agreements, documents and instruments required by Section 10.2; and (d) any assumption or other documents which are necessary or reasonably requested by Seller to effect the assump- tion of the Assumed Liabilities by Buyer.
