Items to be Delivered by Purchaser. At Closing, Purchaser shall deliver to Seller:
i. The Warrant, fully and duly executed by Purchaser; and
ii. The Assignment and Assumption of Membership Interest required by Section 4.b.i, fully and duly executed by Purchaser.
Items to be Delivered by Purchaser. At the Closing, the Purchaser will deliver or cause to be delivered to the Shareholder:
8.3.1 The certificates required by Article II;
8.3.2 Such other certified resolutions, documents and certificates as are required to be delivered by the Purchaser pursuant to the provisions of this Agreement. 8.3.3 Unaudited Balance Sheet as set forth in Exhibit E.
Items to be Delivered by Purchaser. At the Closing, Purchaser shall deliver to Seller:
(a) An Assignment and Assumption Agreement substantially in the form of Exhibit 2 hereto.
(b) A Bill of Sale substantially in the form of Exhibit 3 hereto.
(x) An opinion of Purchaser's counsel, dated the Closing Date, to the effect that:
(i) Purchaser has duly and validly authorized, executed and delivered this Agreement, and this Agreement is the valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(ii) Purchaser has been duly organized and is validly existing as a savings bank, in good standing under the laws of the State of New York, and Purchaser has full corporate power to enter into and perform its obligations under this Agreement;
(iii) Neither the execution and delivery of this Agreement nor its performance are restricted by or violate the Restated Organization Certificate of Purchaser or the By-laws of Purchaser; and
(iv) To the best of such counsel's knowledge, all acts, proceedings and approvals required by law or this Agreement to be undertaken or obtained by Purchaser (including, without limitation, all regulatory approvals) at or prior to the Closing Date to authorize and complete the consummation of the transactions covered and contemplated hereby have been duly and validly taken.
(d) Certificates signed by a duly authorized officer of Purchaser:
(i) stating that the warranties and representations of Purchaser under Section 11 are true and correct as of the Closing Date or, if any such warranties and representations are not then true and correct, specifying the deficiency in reasonable detail; and
(ii) stating that the covenants of Purchaser to be performed on or before the Closing Date have been duly performed and complied with in all material respects, or, if any such covenants have not been so performed or complied with, specifying the deficiency in reasonable detail.
(e) Resolutions of Purchaser, certified by its Secretary or Assistant Secretary, authorizing the signing and delivery of this Agreement, and any documents, agreements or instruments to be executed by Purchaser pursuant to this Agreement, and the consummation and performance of the transactions contemplated hereby and thereby.
Items to be Delivered by Purchaser. Purchaser shall deliver to Seller ---------------------------------- at the Closing, the following:
Items to be Delivered by Purchaser. At the Closing, the Purchaser will deliver or cause to be delivered to the Shareholder: 8.
Items to be Delivered by Purchaser. At the Closing, the Purchaser will deliver to the Shareholders and STL:
(a) The EDL Common Stock Sale Consideration required by Section 1.1.1;
(b) The STL Purchased Assets Consideration required by Section 1.2.1;
(c) The STL Shareholder Non-Competition Agreements Consideration required by Section 1.2.2; 44
(d) The certificate required by Section 7.6;
(e) The opinion of counsel required by Section 7.7;
(f) The Employment Agreements and Non-Competition Agreements required by Section 7.8; and
(g) Such other certified resolutions, documents and certificates as are required to be delivered by the Purchaser pursuant to the provisions of this Agreement.
Items to be Delivered by Purchaser. At the Closing and ---------------------------------- subject to the terms and conditions contained herein, Purchaser shall deliver to Seller the following:
(a) the cash portion of the Purchase Price;
(b) the Distributor Agreement;
(c) the License Agreement;
(d) the Option Agreement; and
Items to be Delivered by Purchaser. At the Closing, the Purchaser will deliver or cause to be delivered to the Company:
(a) One half of the Purchase Price in the amount of $3,321 697;
(b) The certificate required by Section 6.5;
(c) Such other certified resolutions, documents and certificates as are required to be delivered by the Purchaser pursuant to the provisions of this Agreement.
Items to be Delivered by Purchaser. At the Closing and subject to the terms and conditions herein, Purchaser shall pay to Seller the Purchase Price set forth in Articlea1 by certified or official bank check or by wire transfer in immediately available funds to the account of Seller.
Items to be Delivered by Purchaser. At the Closing, Purchaser will deliver or cause to be delivered to Seller, the following:
(a) the certificate required by Section 7.3;
(b) Cash Payment;
(c) the Xxxxx Certificate;
(d) the Instrument of Assumption;
(e) the Assignment and Assumption Agreement;
(f) the Inventory Acknowledgment;
(g) the opinion of counsel required by Section 7.11;
(h) the Subordination Agreement; and
