Items to be Delivered by Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Parent the wire transfer contemplated by Section 2.2(a) and the following documents, in each case duly executed or otherwise in proper form:
(a) the certificate described in Section 7.1, in form and substance reasonably acceptable to Parent and Buyer; and
(b) a copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of Buyer; and
(c) the Transition Services Agreement; and
(d) the Escrow Agreement; and
(e) a document terminating the Confidentiality Agreement as of the Closing Date insofar as it relates to “Confidential Information” (as defined therein) of Performance Packaging, in form and substance reasonably acceptable to Parent and Buyer; and
(f) all other documents, instruments or writings required to be delivered to Parent at or prior to the Closing pursuant to this Agreement and such other certificates of authority and similar instruments as Parent reasonably requests.
Items to be Delivered by Buyer. At the Closing, the Buyer will deliver to Seller all of the following:
Items to be Delivered by Buyer. The Buyer will deliver or cause to be delivered:
(i) as of the date hereof, to the Seller, the $160,000 Cash Payment by certified check or via wire transfer;
(ii) as of the date hereof, to the Seller, the $350,000 Promissory Note;
(iii) as of the date hereof, to the Seller and the Pledge Agent, the Pledge Agreement executed by the Buyer and the other Pledgors (as that term is defined in the Pledge Agreement) under the Pledge Agreement; and
(iv) as soon as is practicable following the date hereof, to the Pledge Agent, a certificate representing the Shares, in the Buyer's name, and certificates representing the shares of common stock of the Company, in the names of the other Pledgors, together with stock powers duly executed in blank by the Buyer and the other Pledgors (it is acknowledged that such shares are deemed pledged as of the date hereof).
Items to be Delivered by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller, or their designee per Seller’s written instructions to Buyer:
(i) the $2,000,000 evidence of the wire transfer referred to in Section 2.1(a);
(ii) a copy of Data I/O’s instructions to its transfer agent to issue the Shares to Seller and to deposit the shares in accordance with the Escrow Agreement and Seller’s instructions within ten (10) business days of the Closing Date as described in Section 2.1(b) of this Agreement; and,
(iii) a certificate signed by an officer of Buyer certifying that Buyer's Board of Directors have approved the transactions contemplated by the Agreement.
Items to be Delivered by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
Items to be Delivered by Buyer. At the Closing and as a condition to the occurrence of the Closing, Buyer shall deliver, or cause to be delivered, to Seller (or through Escrow Holder) the following:
Items to be Delivered by Buyer. At the Closing, Buyer shall deliver, among other things:
(a) A certificate, signed by an officer of Buyer, stating that the representations and warranties made by Buyer in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on or given on and as of the Closing Date, that Buyer has in all material respects performed and complied with all of its obligations under this Purchase Agreement which are to be performed or complied with by it prior to or on the Closing Date, and that to the Knowledge of Buyer all conditions to the obligations of Sellers to be performed hereunder have been satisfied or waived. The delivery of such certificate shall be and constitute a representation and warranty of Buyer as of the Closing Date to each of the facts stated therein.
(b) A written opinion of counsel for Buyer or Assignee, as applicable, dated as of the Closing Date, addressed and reasonably satisfactory to the Sellers, covering the following matters:
(i) the corporate existence and good standing of Buyer and the partnership existence of Assignee, if applicable;
(ii) the due authorization, execution, and delivery by Buyer of this Purchase Agreement, the Escrow Agreement and the other Buyer Documents, and of the Platinum Documents, and the legal, valid, and binding effect of Buyer's obligations hereunder and thereunder, enforceable against Buyer in accordance with the terms hereof and thereof, except as may be limited by Laws affecting bankruptcy, insolvency, fraudulent conveyance, and creditors' rights generally and subject to the discretion of a court to grant equitable remedies;
(iii) that, subject to the receipt of the Required Filings and Approvals, the execution and delivery of this Purchase Agreement and the other Buyer Documents, and of the Platinum Documents do not, and the consummation of the Transactions will not, violate any provision of the certificate of incorporation of Buyer or partnership agreement of Assignee, as applicable, or any Law to which Buyer is known to such counsel to be subject or bound (before giving effect to the Transactions to be consummated at Closing) or, to the knowledge of such counsel, result in the default or acceleration of any obligation or default under any provision of any Contract known to such counsel to which Buyer is a party (before giving effect to the Transactions to be consummated at Closing); and...
Items to be Delivered by Buyer. Buyer shall deliver to Seller the net Purchase Price in the amount at the time and in the manner specified in Article 3 on the Closing Date (less credit for the Xxxxxxx Money and other credits provided herein, and adjusted for any prorations as provided herein).
Items to be Delivered by Buyer. At the Closing, Buyer shall deliver to Seller the following documents, all duly executed by Buyer.
Items to be Delivered by Buyer. At or prior to the Closing, as applicable, Buyer shall deliver to the Title Company Buyer’s Closing Proceeds (less the Deposit) and the following documents, in each case duly executed or otherwise in proper form:
(a) the UST Bxxx of Sale executed by Buyer;
(b) the Assignment and Assumption of Product Sales Agreements executed by Buyer;
(c) the Assignment and Assumption of Marketer Franchise Agreements executed by Buyer;
(d) the Assignment and Assumption of Third Party Leases and Contracts executed by Buyer;
(e) the Assignment and Assumption of Property Leases executed by Buyer;
(f) the Assignment and Assumption of Permits and Intellectual Property executed by Buyer;
(g) the Assignment of Trademarks;
(h) a certificate executed by Buyer certifying to Seller that all of Buyer’s representations and warranties are materially true and correct on and as of the Closing Date;
(i) resolutions and evidence of Buyer’s and/or its assignee’s good standing, incumbency and authority, in each case as required by the Title Company;
(j) documentation required by Governmental Authorities necessary to transfer (i) the Tanks, and (ii) any obligations assumed by Buyer under Article 5 of this Agreement;
(k) If any Property or business operation thereon is an “Establishment” under the Transfer Act under Article 5 of this Agreement, any and all forms required thereunder, which may include a Form III (or other applicable form), executed by Buyer as “Transferee” and as the “Certifying Party” (as defined under the Transfer Act) to be filed pursuant to the Transfer Act with the Connecticut Department of Energy and Environmental Protection and any and all fees required in connection therewith; and
(l) such other documents as are reasonably necessary to effectuate the sale of the Properties to Buyer (including the settlement statements).
