Obligations of Purchaser at Closing. At Closing, Purchaser shall ----------------------------------- deliver to Seller the following:
(a) One Million Nine Hundred Thousand ($1,900,000) Dollars less the deposit previously paid as per Article 2A of this Agreement by wire transfer to Seller and Five Hundred Thousand ($500,000) Dollars by wire transfer to the Escrow Agent in the Escrow Agreement;
(b) the Promissory Notes duly executed by Purchaser;
(c) the Escrow Agreement, duly executed by Purchaser;
(d) the Security Agreement, duly executed by Purchaser;
(e) a certificate, dated the Closing Date, of the Secretary of Purchaser certifying the resolutions adopted by the Board of Directors of Purchaser approving the execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement;
(f) a certificate, dated the Closing Date, of the Secretary of New World certifying the resolutions adopted by the Board of Directors of New World approving the execution of the Guaranty and this Agreement;
(g) an opinion of counsel for Purchaser dated the Closing Date, in the form annexed hereto as Schedule 4.2(g);
(h) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser, and all payments required to be made, pursuant to the terms and provisions of this Agreement;
(i) appropriate UCC-1 Financing Statements duly executed by Purchaser;
(j) the New World Guaranty, duly executed by New World;
(k) an assumption of the obligations of Seller under the Transferred Agreements and the Ad Fund Liabilities duly executed by Purchaser;
(l) certificates of good standing of Purchaser and New World, issued by the Secretaries of State of their respective states of incorporation and dated within thirty days of the Closing Date;
(m) any and all such other documents, agreements, certificates and instruments required to be executed and/or delivered by Purchaser to Seller, and all payments (if any) required to be made, pursuant to the terms and provisions of this Agreement.
(n) a certificate duly executed by Purchaser and New World, certifying that they have no actual knowledge of Seller's breach of any representation or warranty contained in this Agreement in the form of Exhibit 4.2(n) attached hereto.
(o) the certificate required by Section 3.4(c).
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Sellers of its obligations pursuant to Section 8.2, Purchaser shall deliver or cause to be delivered to Sellers, among other things, the following:
(a) The Preliminary Settlement Statement, executed by Purchaser;
(b) A wire transfer of the Closing Payment in same-day funds to the Persons and accounts designated in the Preliminary Settlement Statement described in Section 2.5(a);
(c) A Subject Securities Assignment, duly executed by Purchaser;
(d) Asset Conveyances, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;
(e) Assignments, duly executed by Purchaser, in the forms required by federal, state, or tribal agencies for the assignment of any federal, state, or tribal Mineral Interests, duly executed by Purchaser, in sufficient duplicate originals to allow recording in all appropriate offices;
(f) Subject to Section 6.3, letters-in-lieu of transfer orders with respect to the Mineral Interests or Xxxxx duly executed by Purchaser in the form attached hereto as Exhibit D;
(g) A certificate, duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled; and
(h) All other documents and instruments reasonably requested by Sellers from Purchaser that are necessary to transfer the Asset Seller Assets and Subject Securities to Purchaser.
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Sellers of their obligations pursuant to Section 8.2, the Purchaser shall deliver or cause to be delivered to the Sellers the following:
(a) Wire transfers of each Seller’s respective share of the aggregate Purchase Price for the Membership Interests being sold by such Seller of immediately available funds into the account or accounts designated by each such Seller, as applicable, on or before the Closing Date;
(b) A certificate by an authorized representative of the Purchaser, dated as of Closing, certifying on behalf of the Purchaser that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;
(c) If required approvals are received by the Purchaser pursuant to a filing or application under Section 6.2, copies of those approvals;
(d) A certificate from the Purchaser, dated the Closing Date and signed by an authorized person of the Purchaser, certifying as to the completeness and correctness of attached copies of (i) resolutions of such person (or its governing persons) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser; and (ii) the incumbency and signatures of the signatories of the person executing this Agreement and any other certificate or document delivered in connection herewith on its behalf; and
(e) Documentation evidencing that the D&O Tail Policy shall go into effect at or immediately following Closing.
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall deliver or cause to be delivered to Seller, among other things, the following:
(a) a wire transfer of the Closing Payment to the account designated by Seller;
(b) counterparts of the Conveyances of the Assets, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by Purchaser and acknowledged before a notary public;
(c) counterparts of mutually agreeable letters-in-lieu of transfer order covering the relevant Assets, duly executed by Purchaser;
(d) a certificate by an authorized officer of Purchaser, dated as of Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled;
(e) where approvals are received by Purchaser pursuant to a filing or application under Section 7.1(d), copies of those approvals;
(f) evidence of replacement bonds, guaranties and letters of credit pursuant to Section 6.8; and
(g) all other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by Seller.
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 9.2, Purchaser shall deliver or cause to be delivered to Seller, among other things, the following:
(a) The Preliminary Settlement Statement, duly executed by Purchaser, in accordance with Section 2.5(a);
(b) A wire transfer of the Closing Payment in same-day funds to the Persons and accounts designated in the Preliminary Settlement Statement described in Section 2.5(a);
(c) The Assignment, duly executed by Purchaser;
(d) A certificate, duly executed by an authorized officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been fulfilled (the “Purchaser Certificate”); and
(e) The Limited Guarantee, duly executed by Purchaser; provided, however, that in the event of a Call Option Exercise, Purchaser shall not be obligated to execute and deliver the Limited Guarantee; and
(f) All other documents and instruments reasonably requested by Seller from Purchaser that are necessary to transfer the Subject Securities to Purchaser and to consummate any other transactions contemplated by this Agreement.
Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall deliver or cause to be delivered to Seller, the following:
(a) a wire transfer of the Closing Payment to the account designated in Section 9.4(c) in same-day funds;
(b) an assignment agreement, substantially in the form attached as Exhibit D, and such other documentation as is reasonably required to transfer the Membership Interests to Purchaser, duly executed by Purchaser;
(c) a certificate by an authorized corporate officer of Purchaser, dated as of Closing, certifying on behalf of Purchaser that the conditions set forth in Section 8.1(a) and Section 8.1(b) have been fulfilled;
(d) the Transition Services Agreement, in substantially the form attached hereto as Exhibit E, duly executed by Purchaser; and
(e) any other documents that the Parties mutually agree are necessary or desirable to effectuate the transactions contemplated hereby.
Obligations of Purchaser at Closing. At the Closing, and coincidentally with the performance by Seller and Members of their obligations described in Section 3.2, Purchaser shall deliver to Seller (and, if so directed by Seller with respect to clause (c) below, the Members) the following:
(a) The xxxxxxx money deposit of $5,000, plus a cashier's check or a certified check, or wired funds as directed by Sellers, in the amount of $275,000, as adjusted pursuant to Section 2.2.
(b) A $50,000 promissory note in form acceptable to Seller and Seller's counsel, in accordance with Section 2.1(b).
(c) The Consideration Shares in accordance with Section 2.1(d) and (e), as adjusted pursuant to Section 2.1(c).
(d) Such other certificates and documents as may be called for by the provisions of this Agreement.
Obligations of Purchaser at Closing. At Closing:
Obligations of Purchaser at Closing. At the Closing, concurrent with the execution of this Agreement, Purchaser shall deliver or cause to be delivered to Sellers or the accounts designated in the Funds Flow Memorandum, as applicable, the following:
(a) The Estimated Cash Purchase Price, by wire transfer of immediately available funds to the account(s) designated by Sellers in the Funds Flow Memorandum;
(b) The Payoff Amounts, by wire transfer of immediately available funds to the account(s) specified in the Funds Flow Memorandum;
(c) The Xxxxxx Purchase Amount, by wire transfer of immediately available funds to the account(s) specified in the Funds Flow Memorandum;
(d) The Funds Flow Memorandum, duly executed by Purchaser; and
(e) Such other documents and instruments as Sellers shall reasonably request to consummate the transactions contemplated hereby.
Obligations of Purchaser at Closing. At Closing, Purchaser shall deliver or cause to be delivered to Sellers the following in a form and substance reasonably satisfactory to Sellers:
