Other Deliveries at Closing. In addition to the foregoing --------------------------- matters, at the Closing:
Other Deliveries at Closing. In addition to the foregoing matters, at the Closing:
(a) Buyer shall pay to Sellers the cash Purchase Price and deliver the Shares and the Initial Warrants as provided for in Section 2.2 hereof;
(b) Sellers shall deliver to Buyer resignations, effective as of the Closing Date, of all officers and directors of the Company and each Subsidiary requested by Buyer, and all minute books and stock transfer books of the Company and each Subsidiary;
(c) Buyer and Sellers shall deliver the certificates, opinions of counsel and other matters described in Articles VIII and IX; and
(d) the certificates representing the Company Stock to be delivered pursuant to Section 2.1 shall be duly endorsed in blank, or accompanied by stock powers duly executed in blank by Sellers, transferring same, with all necessary transfer tax and other revenue stamps affixed and canceled.
Other Deliveries at Closing. At the Store Closing for each Store, in addition to the instruments described in Section 3.03, the following deliveries shall be made:
(b) the Buyer shall deliver to the Seller (i) all certificates required by Article IX, except such as may be expressly waived in writing by Seller; and (ii) completed and executed Assignment and Assumption Agreements; and
(c) such other deliveries as may be required by the provisions of Section 3.10.
Other Deliveries at Closing. The Seller and the Company shall have delivered to the Buyer:
(a) The certificate of incorporation of the Seller, the Company Certificate and the Subsidiary Formation Documents, all certified by the Secretary of State of their respective jurisdiction of incorporation or formation;
(b) Copies of (i) the Seller's resolutions of its board of directors and the stockholders of the Seller authorizing and approving this Agreement and all of the transactions and agreements contemplated hereby, (ii) the Company's resolutions of its board of directors authorizing and approving this Agreement and all of the transactions and agreements contemplated hereby, (iii) the Bylaws of the Seller, the Company Bylaws and the Subsidiary Governance Documents, and (iv) the names of the officer or officers of the Seller and the Company authorized to execute this Agreement and any and all documents, agreements and instruments contemplated herein, all certified by the Secretary of the Seller, the Company and its Subsidiaries, as applicable, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;
(c) A good standing certificate for the Company and its Subsidiaries from the Secretaries of State of all jurisdictions where the Company and its Subsidiaries are incorporated or formed or are required to be qualified to do business in, showing that the Company and its Subsidiaries are in good standing and qualified as a domestic or foreign corporation in each such state, dated as of a date within ten (10) days prior to the Closing Date;
(d) All documents necessary to effectuate the transfer and assignment of the Proprietary Rights listed under the heading Domain Name on Section 4.13(b) of the Disclosure Schedule;
(e) Evidence, satisfactory to the Buyer, documenting the termination of that certain UCC-1 Financing Statement, filed with the Nevada Secretary of State (Document Number: 2005019063), by Greater Buffalo Savings Bank;
(f) Evidence, satisfactory to the Buyer, documenting the contribution of all of the record and beneficial ownership of all of the capital stock of Bay View Securitization Corporation from the Seller to the Company;
(g) Evidence, satisfactory to the Buyer, documenting the transfer of the following contracts from the Seller to the Company: (i) that certain APPRO Lease Center ASP AGREEMENT, by and between Bay View Bank, N.A. and APPRO Systems, Inc., dated as of May 23, 2001, as amended, (ii) that certain Services Agreement, dated as...
Other Deliveries at Closing. (a) On or prior to the Closing Date, AAPH shall deliver to FCEI each of the following:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of AAPH approving the Reorganization, this Agreement and each of the transactions contemplated by this Agreement;
(ii) certificates of good standing issued by the Secretary of State of Delaware confirming the good standing of AAPH and the AAP Subsidiaries as of a date not more than five (5) days prior to the Closing Date;
(iii) an opinion, dated the Closing Date, of Artex & Xaddxx, counsel for AAPH and AAP, addressed to FCEI, substantially in the form of Exhibit 1.3(a)(iii) hereto and otherwise in form and substance reasonably satisfactory to FCEI;
(iv) a certificate of the President of AAPH to the effect that an appropriate inquiry has been made of the officers of AAPH and AAP and, after such inquiry, neither AAPH nor the individual executing such certificate has any reason to believe that the conditions set forth in Article VIII of this Agreement have not been fulfilled; and
(v) such other documents, certificates and instruments as may be reasonably requested by FCEI in order to consummate the transactions contemplated by this Agreement.
(b) On or prior to the Closing Date, FCEI shall deliver to AAPH each of the following:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of FCEI approving the Reorganization, this Agreement and each of the transactions contemplated by this Agreement;
(ii) a certificate of good standing issued by the Secretary of State of Utah confirming the good standing of FCEI as of a date not more than five (5) days prior to the Closing Date;
(iii) an opinion, dated the Closing Date, of Squire, Sandxxx & Dempxxx X.X.P., counsel for FCEI, addressed to AAPH, substantially in the form of Exhibit 4 1.3(b)(iii) hereto and otherwise in form and substance reasonably satisfactory to AAPH;
(iv) a certificate of the President of FCEI to the effect that an appropriate inquiry has been made of the officers of FCEI and, after such inquiry, neither FCEI nor the individual executing such certificate has any reason to believe that the conditions set forth in Article IX of this Agreement have not been fulfilled;
(v) an irrevocable proxy from Franx X. Xxxxxx, xxpiring on December 31, 1997, in form and substance reasonably acceptable to AAPH, granting AAPH the proxy to vote all shares of FCEI common stock held by Mr. Amedia in favor of (A...
Other Deliveries at Closing. In addition to the foregoing matters, at the Closing:
(a) Buyer shall pay to Sellers the cash portion of the Purchase Price and deliver the Initial Shares as provided for in Section 2.2 hereof;
(b) Buyer and Sellers shall deliver the certificates, opinions of counsel and other matters described in Articles VII and VIII; and
(c) the certificates representing the Company Stock to be delivered pursuant to Section 2.1 shall be duly endorsed in blank, or accompanied by stock powers duly executed in blank by Sellers, transferring same, with all necessary transfer tax and other revenue stamps affixed and canceled.
Other Deliveries at Closing. At the Closing, Purchaser and --------------------------- Xxxxx Xxxxxxx shall enter into an Employment and Noncompetition Agreement in substantially the form attached hereto as Exhibit 1 and Purchaser and Seller --------- shall enter into the Real Estate Escrow Agreement in substantially the form attached hereto as Exhibit 2.
Other Deliveries at Closing. Prior to Closing, Seller shall deliver possession of the Property to Buyer free of possession by Seller, Personality and Handcraft and any other Seller Affiliate. Further, Seller hereby covenants and agrees to deliver to Buyer, on or prior to the Closing, the following items:
Other Deliveries at Closing. In addition to the foregoing matters, at the Closing:
(a) Personal Property Lease Assignment and Assumption Agreement. Purchaser agrees to assume the Personal Property Leases assigned hereunder by joining with Seller in the execution of the Personal Property Lease Assignment and Assumption Agreement.
Other Deliveries at Closing. In addition to the foregoing --------------------------- matters, at the Closing Buyer and Sellers shall (and Sellers shall cause MLSLP to) deliver the certificates, opinions of counsel and other materials described in Articles 7 and 8, respectively.
