Obligations of Purchaser at the Closing. At the Closing, the Purchaser shall execute, or cause to be executed, and shall deliver to the Seller the following:
9.3.1 Such documents as the Seller may reasonably request for the purpose of (A) evidencing the accuracy of any representation or warranty of the Purchaser, (B) evidencing the performance by the Purchaser of, or the compliance by the Purchaser with, any covenant or obligation required to be performed or complied with by the Purchaser, (C) evidencing the satisfaction of any condition referred to in this Agreement, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated in this agreement; and
9.3.2 A release of the obligations of the Seller under previously executed promissory notes in the aggregate total amount of Six Hundred Eighty-Two Thousand Three Hundred Ninety-Eight United States Dollars and Ninety-Two Cents ($682,398.92USD) (the “Notes”). A schedule of the Notes is annexed hereto and made apart hereof on Schedule 9.3.2.
Obligations of Purchaser at the Closing. At the Closing, the Purchaser shall execute, or cause to be executed, and shall deliver to the Seller the following:
Obligations of Purchaser at the Closing. At the Closing and coincidentally with the performance by Seller and Seller's Shareholder of their obligations described in Section 19.2, Purchaser shall deliver to Seller the following:
14.4.1 a certified or cashiers check in the amount of $80,000.
14.4.2 Certificate for 300,000 Shares of Common Stock of Purchaser.
Obligations of Purchaser at the Closing. At or prior to 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 10.2, Purchaser shall deliver or cause to be delivered, among other things, the following:
(a) A wire transfer of the Closing Payment in same-day funds to the account(s) designated in the Preliminary Settlement Statement;
(b) The issuance of the number of shares of Parent Common Equity equal to the number of shares of Parent Common Equity included in the Equity Purchase Price to Purchaser;
(c) To Seller:
(i) a number of shares of Parent Common Equity equal to (A) the number of shares of Parent Common Equity included in the Equity Purchase Price minus (A) the number of shares of Parent Common Equity included in the Holdback Amount, as allocated in Preliminary Settlement Statement, shall be transferred from Purchaser (immediately after the issuance contemplated by Section 10.3(b)) and credited to Seller in book entry form, which Parent Common Equity shall contain the Transfer Legend and the Lock-Up Legend on the books and records of the Transfer Agent;
(ii) the shares of Parent Common Equity constituting the Holdback Amount shall be transferred from Purchaser and credited to Seller in book entry form, which Parent Common Equity (x) Seller shall have sole and exclusive voting power over unless and until surrendered to Purchaser in accordance with this Agreement, (y) shall contain the Restrictive Legends on the books and records of the Transfer Agent, and (z) shall be held in custody by the Transfer Agent and disbursed in accordance with the provisions of this Agreement;
(iii) The Assignments, duly executed by Purchaser;
(iv) 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 9.1(a) and Section 9.1(b) have been fulfilled;
(v) A counterpart to the Registration Rights Agreement, duly executed by Purchaser;
(vi) A good standing certificate of Purchaser and Parent, dated no more than 10 Business Days prior to the Closing Date; and
(vii) All other documents and instruments which are required by the other terms of this Agreement to be executed and/or delivered at the Closing by Purchaser or its Affiliates.
Obligations of Purchaser at the Closing. At the Closing and coincidentally with the performance by Seller of its obligations described in Section 19.1, Purchaser shall deliver to Seller those documents and materials reasonably necessary to consummate and complete this Agreement.
Obligations of Purchaser at the Closing. At the Closing, the Purchaser --------------------------------------- shall execute, or cause to be executed, and shall deliver to the Seller the following:
10.3.1 the Note;
10.3.2 the Common Shares;
10.3.3 such certificates of officers and other documents as reasonably may be requested by the Seller prior to the Closing to consummate this Agreement and the transactions contemplated hereby.
Obligations of Purchaser at the Closing. At the Closing, the Purchaser shall execute, or cause to be executed, and shall deliver to the Seller the following:
5.3.1 a certificate or certificates for the Shares to be transferred to the Seller pursuant to this Agreement against delivery of the Asset;
5.3.2 a certificate of the Purchaser to the effect that each of the Purchaser's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and
5.3.3 such other documents as the Seller may reasonably request for the purpose of (A) evidencing the accuracy of any representation or warranty of the Purchaser, (B) evidencing the performance by the Purchaser of, or the compliance by the Purchaser with, any covenant or obligation required to be performed or complied with by the Purchaser, (C) evidencing the satisfaction of any condition referred to in this Agreement, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated in this agreement.
Obligations of Purchaser at the Closing. At the Closing, the Purchaser shall execute, or cause to be executed, and shall deliver to the Seller the following:
4.3.1 The VWH LLC membership interests;
4.3.2 such certificates of officers and other documents as reasonably may be requested by the Seller prior to the Closing to consummate this Agreement and the transactions contemplated hereby.
Obligations of Purchaser at the Closing. At the Closing and simultaneously with the performance by Seller of its obligations described herein, Purchaser shall deliver to Seller the following:
13.3.1 Wire transfer of immediately available funds to a bank account designated by the Seller at or prior to the Closing for the PP, less all applicable deductions provided by this Agreement, plus, except as otherwise provided by Section 3.2, other amounts payable to the Seller by the Purchaser under this Agreement.
13.3.2 Execute and deliver (i) an assumption of all obligations, and defense and indemnification of Seller, under FAS, Leases and Contracts assigned to Purchaser, and deeds conveying the Properties to Purchaser, (ii) an indemnification agreement of Seller under any sublease or Store Operating Agreement, and (iii) an indemnification agreement of Seller with respect Section 18 environmental matters,
13.3.3 Execute and deliver an agreement to pay to Seller each four week period used by Franchisor ("Period") an amount equal to the royalty rebate allowed to Purchaser for such Period with respect to Stores which have been re-imaged or updated or remodeled by the Seller prior to Closing.
13.3.4 Execute and deliver to Seller the Joint Letters.
Obligations of Purchaser at the Closing. At the Closing, the Purchaser shall execute, or cause to be executed, and shall deliver to the Seller the following: -------------- 1 Purchaser shall effect a 1-for-20 reverse stock split of the Purchaser's issued and outstanding common stock, options, warrants, and any other securities convertible into or that may be exchanged for options, warrants or common or preferred stock of the Purchaser, bringing the total issued and outstanding stock of the Corporation to Nine Hundred Seventy Thousand Eight Hundred Ninety Nine (970,899) shares from Nineteen Million Four Hundred Seventeen Thousand Nine Hundred and Eighty One (19,417,981) shares.
