OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser shall deliver to Seller:
(i) the Purchase Price as specified in Section 2.1, plus the Estimated Payment;
(ii) a copy of resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby; and
(iii) a duly executed copy of the Company Release.
(b) At the Closing, Seller will deliver to Purchaser:
(i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers;
(ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby;
(iii) a duly executed copy of the Seller Release;
(iv) written resignations, effective as of the Closing Date, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing;
(v) an opinion of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the Companies; and
(vi) such other certificates, documents and instruments as Purchaser may reasonably request in connection with the consummation of the transactions contemplated hereby.
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser shall deliver to Seller:
(i) payment of the Purchase Price, prior to adjustment pursuant to Section 2.2(b), as set forth in Section 2.1;
(ii) a copy of resolutions of the Board of Directors of Purchaser, certified by Purchaser’s secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby; and
(iii) executed Ancillary Agreements to which Purchaser is a party.
(b) At the Closing, Seller shall deliver to Purchaser:
(i) stock certificates representing the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by a duly executed stock power;
(ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller’s secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby;
(iii) the certificate of incorporation, certificate of formation or other organizing document and a certificate of good standing for each of the Companies and their Subsidiaries, each dated within ten (10) days of the Closing Date and certified by the Secretary of State or other appropriate official of the jurisdiction of organization or formation of such Company or such Subsidiary; and
(iv) executed Ancillary Agreements to which Seller, any Company or any Subsidiary of a Company is a party.
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, AmSurg shall deliver to Seller:
(i) the consideration as specified in Article 2;
(ii) a copy of resolutions of the Board of Directors of AmSurg, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by AmSurg, and the consummation of the transactions contemplated hereby;
(iii) a certificate of AmSurg certifying as to the accuracy of the representations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing;
(iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.4; and
(v) such other certificates and documents as Seller or its counsel may reasonably request.
(b) At the Closing, Seller and the Doctors will deliver to AmSurg:
(i) a copy of resolutions of the Board of Governors of Seller, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby;
(ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except company records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets;
(iii) a certificate of the Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing;
(iv) a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provi...
OBLIGATIONS OF THE PARTIES AT THE CLOSING. Upon the execution of this Agreement and the Escrow Agreement contemplated hereby, the form of which is attached hereto as Exhibit A (the "Escrow Agreement"), the Purchaser shall cause a portion of the Purchase Price in an amount equal to $1,000,000 (the "Escrow Consideration") as well as the balance of the Purchase Price (the "Cash Consideration" and, together with the Escrow Consideration, the "Escrow Funds") to be deposited in escrow to be held by the Escrow Agent appointed under the terms of the Escrow Agreement in accordance with the terms and conditions set forth herein and therein. Upon confirmation that Escrow Agent has received the Escrow Funds, CFI shall deliver or cause to be delivered to the account (the "Purchaser's Account") identified on Exhibit B (i) the certificate or certificates representing the Shares, registered in CFI's name, together with an executed stock power, or other appropriate transfer instrument, with an original signature from an authorized representative of CFI, duly transferring the Shares to the Purchaser, or alternatively (ii) written confirmation from DTC or the brokerage firm in which Purchaser's Account is located that the Shares have been irrevocably transferred by CFI free and clear of all liens and encumbrances to the Purchaser's Account. Upon confirmation that the Shares have been received in Purchaser's Account in accordance with the previous sentence, Escrow Agent shall (i) deliver the Cash Consideration payable to CFI by wire transfer to the account identified on Exhibit C (the "Designated Account") and (ii) retain the Escrow Consideration under the terras and conditions of the Escrow Agreement. The parties hereto shall execute and deliver, and use their best efforts to cause Bluegreen to execute and deliver, the Escrow Agreement. The Closing shall be deemed to have occurred upon confirmation that the Shares have been delivered to Purchaser's Account and the Cash Consideration wired to the Designated Account.
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, the events set out in clauses (i) through (v) shall occur:
(i) the Buyer shall pay the consideration as specified in Section 2.01;
(ii) the Seller shall deliver to the Buyer or to such person as Buyer may direct, the share certificate issued by the Company for the Shares together with an executed instrument of transfer in registrable form (except for the payment of any applicable stamp duty) for the Shares in favor of the Buyer or its nominee (as transferee) from the registered holder of the Shares (as transferor).
(iii) the Seller shall deliver to the Buyer any waiver, consent or other document which the Buyer may require to obtain a good title to the Shares registered in the name of the Buyer or its nominee, including any Power of Attorney under which any document required to be delivered under this Agreement has been executed.
(iv) the Seller and the Buyer shall cause a meeting of the Directors of the Company to be convened and shall procure that at the meeting:
(a) the Directors shall approve the transfer of the Shares to the Buyer or its nominee and, subject to the payment of stamp duty, direct the entries in the Company's share register be made, the existing share certificate for the Shares be cancelled and a new certificate in the name of the Buyer be issued;
(b) the Directors shall revoke any authorities for the operation of the Company's bank account granted to any nominee or officer of Seller or granted to any Director or Secretary appointed by Seller or representing Seller;
(c) two (2) persons that Buyer shall have previously nominated shall be appointed as Directors and one (1) person previously nominated by the Purchaser shall be appointed as Secretary of the Company in place of the Director and Secretary nominated by Seller or representing Seller;
(d) the Directors shall revoke any power/s of attorney granted by the Company prior to the meeting in favor of Seller or any Director or Secretary appointed by Seller;
(e) Ian Xxxxxxxx Xxxters and Graeme Franxxx Xxxxxxxxx xxxll each resign as Director of the Company. Their resignations shall be accepted; and
(f) The Directors shall appoint as an additional Secretary of the Company some person nominated for that purpose by Messrs. Thomxx X.
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, the events set out in clauses (i) through (vi) shall occur:
(i) the Buyer shall pay the consideration as specified in Section 2.01.
(ii) CCAUK shall deliver to the Buyer or to such person as Buyer may direct, the share certificate(s) issued by the Company representing the Shares.
(iii) the Sellers shall procure the delivery to Buyer of duly executed transfers of all of the Shares in favor of the Buyer or its nominee(s).
(iv) CCAUK shall deliver to the Buyer any waiver, consent or other document which the Buyer may require to obtain a good title to the Shares registered in the name of the Buyer or its nominee(s), including any Power of Attorney under which any document required to be delivered under this Agreement has been executed.
(v) CCAUK shall cause a meeting of the Directors of the Company to be convened and shall procure that at the meeting:
2 4 (a) the Directors shall approve the transfer of the Shares to the Buyer or its nominee and, subject to the payment of stamp duty by the Buyer, direct the entries in the Company's share register be made, the existing share certificate(s) for the Shares be cancelled and a new certificate in the name of the Buyer or its nominee(s) be issued;
(b) One (1) person nominated by Buyer shall be appointed as a director of the Company;
(v) Buyer may by written notice to CCAUK waive compliance by CCAUK with the requirements of this Section 3.02.
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser shall deliver to Seller:
(i) by wire transfer of immediately available funds into an account or accounts designated in advance by Seller, an amount equal to the Cash Closing Payment less the Escrow Amount; and
(ii) the various certificates, instruments, and documents to be delivered by Purchaser to Seller pursuant to Article 7.
(b) At the Closing, Purchaser shall deliver to Escrow Agent, by wire transfer of immediately available funds into an account or accounts designated in advance by the Escrow Agent, the Escrow Amount.
(c) At the Closing, Seller will deliver to Purchaser:
(i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; and
(ii) the various certificates, instruments, and documents to be delivered by Seller to Purchaser pursuant to Article 7.
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Buyer shall deliver to Seller (or Seller's agent):
(i) the consideration as specified in Section 2.1, as well as payments for the services set forth in Sections 6.9 through 6.11, should Buyer choose to request Seller to perform them;
(ii) payment for the pro rata share of July rent and utilities at 50 Bxxxxx Xxxxxx, Xxxxxx, xxich equals $1,325 and payment for the right to continue to occupy space at 100 Xxxxx Xxxxx Xxxxx, Xxxxxxx xxx the month following the Closing Date, which equals $5,000;
(iii) a copy of resolutions of the Board of Directors of Buyer, certified by Buyer's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Buyer, and the consummation of the transactions contemplated hereby;
(iv) a certificate in the form of Exhibit B hereto of Buyer certifying as to the accuracy of Buyer's representations and warranties at and as of the Closing and that Buyer has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Buyer at or before the Closing;
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Buyer shall deliver to Seller (or Seller's agent):
(i) the consideration as specified in Section 2.1;
(ii) copy of resolutions of the Board of Directors of Buyer, certified by Buyer's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Buyer, and the consummation of the transactions contemplated hereby;
OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing and subject to the conditions set forth in Article VII, Buyer shall deliver (or cause to be delivered) to Seller:
(i) the consideration as specified in Section 2.1 hereof;
(ii) the Closing Escrow Agreement, duly executed by Buyer; (iii) the Development Agreement as described in Sections 7.12 and 8.4 hereof, duly executed by Buyer;
