Items to be Delivered at the Closing by Buyer. At the Closing, the Buyer shall deliver to the Seller: Within Five (5) business days, a physical stock certificate in the amount of Forty Million (42,000,000) shares of $.001 par value restricted common stock.
Items to be Delivered at the Closing by Buyer. At the Closing, Buyer shall deliver to Seller:
(a) The promissory note evidencing the Line of Credit, marked "paid";
(b) A Xxxx of Sale and Assignment, in substantially the form of Exhibit A;
(c) for each Lease with respect to the Facility, an Assignment and Assumption of Leases, in substantially the form of Exhibit B;
(d) An Assignment of Contracts, in substantially the form of Exhibit C;
(e) An Assumption Agreement, in substantially the form of Exhibit D;
(f) Copies of resolutions duly adopted by the board of directors of Buyer, authorizing and approving Buyer's performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of Closing by an appropriate officer of Buyer;
(g) A certificate of Buyer certifying that the conditions set forth in Section 8.3 have been satisfied;
(h) Certificates of incumbency for the respective officers of Buyer executing this Agreement and any other agreements or instruments contemplated herein dated as of the Closing Date;
(i) The opinion of Buyer's counsel as described in and provided by Section 8.3;
(j) All consents and Approvals, if any, Buyer must obtain to complete the transactions contemplated herein;
(k) Any cash payment which Buyer elects to make pursuant to Section 2.5(b) and any amount due from Buyer to Seller pursuant to Section 2.5(a), clause (i); and
(l) Such other instruments and documents as are reasonably necessary to effect the transactions contemplated hereby.
Items to be Delivered at the Closing by Buyer. At the Closing, Buyer will sign and deliver or cause to be delivered to Seller:
(a) The Initial Payment net of the Security Deposit, and as adjusted for the Initial Payment Adjustment;
(b) The Assignment and Assumption Agreement;
(c) The Sublease;
(d) The Transition Services Agreement;
(e) Such other instruments and documents as Buyer reasonably deems necessary to effect the transaction contemplated by this Agreement;
(f) An executed certificate of Buyer, certifying to Seller: (i) the accuracy of the representations and warranties set forth in Article VI hereof and compliance with Buyer’s covenants set forth in this Agreement and (ii) that all of the applicable conditions contained in Article IV have been satisfied except those, if any, waived in writing by Seller;
(g) An executed certificate of the Secretary of Buyer certifying to Seller: (i) the incumbency of the officers of Buyer on the date of this Agreement and the Closing Date and bearing the authentic signatures of all such officers who shall sign this Agreement, the applicable Ancillary Agreements and any additional documents contemplated by this Agreement; and (ii) the duly adopted resolutions of the directors of Buyer authorizing the signing, delivery and performance of this Agreement and all other agreements, documents and instruments contemplated herein by Buyer, and that such resolutions have not been amended or rescinded and remain in full force and effect on the Closing Date;
(h) The Earthlink/Gevalia Master Services Agreement in form and substance satisfactory to the parties; and
(i) The License Agreement.
Items to be Delivered at the Closing by Buyer. At the Closing, Buyer, the UK Buyer or the German Buyer, as applicable, shall deliver or cause to be delivered to Seller:
(a) By wire transfer, the Closing Purchase Price in funds immediately available in Pittsburgh, Pennsylvania.
(b) An executed certificate of a duly authorized officer of the Buyer dated as of the Closing Date, certifying that the conditions contained in Article X have been satisfied.
(c) Written verification that the execution and delivery of this Agreement by the Buyer, the UK Buyer and the German Buyer, performance by the Buyer, the UK Buyer and the German Buyer of their respective obligations under this Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Buyer, the UK Buyer and the German Buyer and their respective stockholders, in accordance with applicable Law and the charter documents of the Buyer, the UK Buyer and the German Buyer.
(d) Any other certificates or other documents referred to herein as then to be delivered by Buyer.
(e) A copy of the TSA, duly executed by the Buyer.
(f) The Continuing Arrangement Agreements and Reverse TSA duly executed by Buyer, as applicable.
(g) The Seller’s Licenses, the Seller’s Assignments and the Third Party Assignments contemplated by Section 3.2(k) duly executed by Buyer or one of its Affiliates, as applicable.
(h) The Facilities Lease Assignments, the Facilities Lease Subleases and the Shared Space Agreements contemplated by Section 3.2(n), duly executed by Buyer or one of its Affiliates, as applicable.
(i) A German Assignment Agreement for the transfer of the German Shares in the form and substance required for the notarization of the German Assignment Agreement by a German notary public or a Swiss-German notary public, and any powers of attorney required for the notarization of the German Assignment Agreement and this Agreement, as necessary.
Items to be Delivered at the Closing by Buyer. At the Closing, Buyer shall deliver or caused to be delivered to Seller:
(a) the Closing Date Purchase Price;
(b) a counterpart to each Intellectual Property Assignment;
(c) a counterpart to the Assignment and Assumption Agreement;
(d) a certificate executed by Buyer certifying that attached thereto are true and complete copies of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect;
(e) a certificate executed by Buyer confirming that (i) the representations and warranties set forth in Article V are true and correct in all material respects at and as of the Closing Date and (ii) Buyer has performed and complied with all of its covenants hereunder in all material respects through the Closing,
(f) a Certificate of Good Standing for Buyer as of a recent date issued by the Secretary of State of the State of Delaware;
(g) a duly completed and executed General Resale Certificate from the State of California Board of Equalization;
(h) a counterpart to the Escrow Agreement; and
(i) all such other certificates, documents and instruments as Seller and its counsel reasonably requests as necessary to consummate the transactions contemplated hereby.
Items to be Delivered at the Closing by Buyer. The Seller’s obligations to sell the Shares hereunder is conditioned on the following closing conditions and deliveries by the Buyer:
(a) A duly executed copy of this Agreement;
(b) The Disclosure Schedules and Exhibits hereto;
(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 is 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, pursuant to the terms and conditions of the Escrow Agreement.
Items to be Delivered at the Closing by Buyer. At the Closing, Buyer shall deliver to Seller:
(a) The Purchase Price.
Items to be Delivered at the Closing by Buyer. At the Closing, Buyer shall deliver to Seller:
(a) Cashiers Check or execute wire transfer of $150,000 to Seller.
(b) Promissory Note Payable to Seller reflecting the notes payable above in section 2.3 (b) (ii) & 2.3 (b) (iii). Such payments shall commence as defined in Section 2.3 (b) (iii) above defined.
(c) Buyer's Board Resolution authorizing and approving issuance of Common Stock to Seller in the amount resulting in an equity interest of 10% of Buyer and such stock certificates to be delivered no later than 30 days after Closing Date.
(d) Copies of resolutions duly adopted by the board of directors of Buyer authorizing and approving Buyer's performance of the transactions contemplated hereby and the execution and delivery of this Agreement.
Items to be Delivered at the Closing by Buyer. At the Closing, Buyer shall make, or cause to be made, the following deliveries to Seller or Escrow Agent, as applicable:
(a) The Initial Payment in immediately available funds;
(b) The Escrow Amount, to the Escrow Agent, in immediately available funds;
(c) The Assignment and Assumption Agreement, duly executed by Buyer;
(d) The Indemnification Escrow Agreement, duly executed by Buyer;
(e) The New Louisville Lease, duly executed by Buyer;
(f) The Employment Agreements, duly executed by Buyer;
(g) The Domain Name Assignment Agreement, duly executed by Buyer;
(h) The Trademark Assignment Agreement, duly executed by Buyer;
(i) The Patent Assignment, duly executed by Buyer;
(j) The Registration Rights Agreement, duly executed by Parent;
(k) A certificate from the Secretary of Buyer certifying the incumbency and signatures of the persons executing this Agreement, the Ancillary Agreements and any certificates or instruments hereunder and attaching true and correct copies of (i) Buyer’s organizational documents, (ii) the resolutions of Buyer’s board of directors authorizing the execution and delivery by Buyer of this Agreement, the Ancillary Agreements and all
Items to be Delivered at the Closing by Buyer. Seller’s obligations to sell the Shares hereunder is conditioned on the following closing conditions and deliveries by Buyer:
(a) A duly executed copy of this Agreement;
(b) The Purchase Price; and
(c) Any other document reasonably requested by Seller that he deems necessary for the consummation of this transaction.
