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 (or shall cause the delivery) to Sellers of the following:
(a) the Closing Payment by wire transfer of immediately available funds (to such account or accounts as Sellers shall have specified to Purchaser at least 24 hours prior to the Closing);
(b) the Assignment and Assumption Agreement duly executed by Purchaser;
(c) the Transition Services Agreement duly executed by Purchaser;
(d) the Patent Assignment duly executed by Purchaser;
(e) the Trademark Assignment duly executed by Purchaser;
(f) the Assignment and Assumption of Ground Lease Agreement executed by Purchaser, with all appropriate notarizations and certifications as required by the applicable Governmental Authority;
(g) a certificate signed by a duly authorized representative of each of Purchaser and Purchaser Parent certifying that the closing conditions set forth in Sections 10.3(a) and 10.3(b) have been satisfied; Table of Contents (h) certificates of an authorized officer of each of Purchaser and Purchaser Parent to which is attached: (i) true and correct copies of the Organizational Documents of each Purchaser or Purchaser Parent, as applicable; (ii) true and correct copies of the resolutions of each of the board of directors of Purchaser or Purchaser Parent, as applicable, respecting the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) a certificate respecting the incumbency and true signatures of the officers of Purchaser or Purchaser Parent, as applicable, who execute this Agreement and other transaction documents on behalf of Purchaser or Purchaser Parent; and (iv) a certificate from the Secretary of State of the State of formation or incorporation, as applicable, dated within 10 days of the Closing Date, with respect to the existence and good standing of Purchaser or Purchaser Parent, as applicable. The certificates required pursuant to this Section 4.3(h) shall certify that the documents referred to in (i) and (ii) above and attached thereto are true and correct copies, have been duly and validly adopted and have not been amended or altered except as reflected therein; and
(i) evidence reasonably satisfactory to Sellers that Purchaser has complied with its obligations set forth in Section 7.9.
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. Purchaser shall deliver to Seller ---------------------------------- at the Closing, the following:
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 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;
(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. Subject to the conditions, and the representations and warranties of Seller set forth herein, on the date hereof, Purchaser shall deliver to Seller the following, any one or more of which may be waived by Seller:
(a) a Promissory Note, in the form mutually agreed to by the Parties, in the aggregate amount of THREE MILLION THREE HUNDRED FIFTY-FOUR THOUSAND TWO HUNDRED TEN and 00/100 ($3,354,210.00) DOLLARS;
(b) in the event that there is an Additional Purchase Price, a Promissory Note, in substantially in the same form as mutually agreed to by the Parties pursuant to Subsection 7(a), in the aggregate amount equal to the Additional Purchase Price;
(c) a Pledge Agreement, in the form mutually agreed to by the Parties; and
(d) a Security Agreement, in the form mutually agreed to by the Parties.
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 or before the Closing, as applicable, Purchaser shall have delivered to Seller the following documents, duly executed and where appropriate, acknowledged:
(i) Resolution of Board of Directors. A resolution of Purchaser's board of directors authorizing the execution and delivery of this Agreement, and the documents and instruments contemplated hereby, and the consummation of the transactions contemplated hereby, and a certificate executed by the Secretary or Assistant Secretary of Purchaser certifying to the adoption of such resolution.
