Other Documents to be Delivered. IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.
(a) At the Closing and immediately prior to the Effective Time, the Company and the Company Stockholders will deliver to IES:
(i) Employment Agreements (the "Employment Agreements"), each in the form attached hereto as EXHIBIT A, for each of the following employees of the Company: Willxxx X. Xxxx, Xxmex X. Xxxxxxxxx, X. Lowexx Xxxxxx xxx Willxxx X. Xxxxxxx;
(ii) an opinion of counsel to the Company Stockholders in the form attached hereto as EXHIBIT B;
(iii) a Certificate of the Secretary of the Company in the form attached hereto as EXHIBIT C;
(iv) a release executed by the Company Stockholders in the form attached hereto as EXHIBIT D;
(v) the resignations of the directors of the Company in the form attached hereto as EXHIBIT E;
(vi) the minute book and corporate seal of the Company;
(vii) letters from the affiliates of the Company in the form attached hereto as EXHIBIT F;
(viii) receipts executed by the Company Stockholders in the form attached hereto as EXHIBIT G; and
(ix) a cross-receipt executed by the Company Stockholders in the form attached hereto as EXHIBIT H.
(b) At the Closing and immediately prior to the Effective Time, IES will deliver to the Company Stockholders:
(i) the Employment Agreements executed by a duly authorized representative of Surviving Corporation for each of the employees listed in Section 1.6(a)(i) above;
(ii) an opinion of John X. Xxxxxxxx, Xxq., Senior Vice President, General Counsel and Secretary of IES in the form attached hereto as EXHIBIT I;
(iii) a cross-receipt executed by IES in the form attached hereto as EXHIBIT H; and
(iv) a Certificate of the Secretary of IES and Acquisition in the form attached hereto as EXHIBIT J.
Other Documents to be Delivered. IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.
Other Documents to be Delivered. At the Closing, the parties to this Purchase Agreement shall deliver or shall cause to be delivered such other documents as either party may reasonably require to evidence compliance with the covenants contained in this Purchase Agreement and the fulfillment of the conditions contained in this Purchase Agreement and all other instruments reasonably necessary to transfer the Private Development Site and close this Purchase Agreement which sellers and buyers in Wichita, Kansas customarily execute or obtain, including, by way of example but not limitation, an owner’s affidavit executed by Seller, closing statements, releases, a Seller’s affidavit of parties in possession and delivery of instruments required by the Title Company as set forth in the Commitment to satisfy all matters set forth in the requirements section thereof.
Other Documents to be Delivered. The obligations of the parties hereto also shall be subject to Buyer and Xxxxxx having executed and delivered to each other an employment agreement in the form attached as Exhibit F.. . . . . . . . . . . . . . . . . . . . . .16
Other Documents to be Delivered. The obligations of the parties hereto also shall be subject to Buyer and Xxxxxx having executed and delivered to each other an employment agreement in the form attached as EXHIBIT F.
Other Documents to be Delivered. In addition to the documents listed in the Confirmation and in Part 1 of this Annex 2, Party B also agrees to provide each of the following documents for the purpose of Section 4(a)(ii).
Other Documents to be Delivered. At the Closing the following shall be delivered in form satisfactory to Transferor and Transferee:
(a) Electric Power Supply Agreement
(b) Amended Joint Dispatch Agreement.
Other Documents to be Delivered. On the Effective Date:
(a) Buyer, Seller and Escrow Agent shall execute and deliver the Escrow Agreements;
(b) Buyer shall deliver to the Escrow Agent the certificates representing the Escrow Shares pursuant to Section 3.1(b);
(c) Buyer, Seller and specified officers of Seller shall execute and deliver the Conditions of Employment Agreements.
Other Documents to be Delivered. The following certificates and other documents shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in form and substance reasonably acceptable to the Owner Participant, and an executed counterpart of each thereof shall have been delivered to the Owner Participant:
(i) A certificate from each of the Lessee, the Guarantor, the Nominee and the Owner Trust, signed by an appropriate officer thereof, confirming the accuracy and completeness as of such Funding Date of the matters dealt with in their respective certificates referred to in paragraphs (b), (c), (d) and (g) of Section 2.5;
(ii) An Officer’s Certificate, dated the Funding Date, from each of the Lessee and the Guarantor, stating that (x) such party’s representations and warranties contained in the Operative Documents (other than the Tax Indemnity Agreement) to which it is a party are true and correct in all material respects on such Funding Date, as though made on and as of such Funding Date; (y) no Default or Event of Default has occurred and is continuing or would result from the Funding to be made on such Funding Date; and (z) all covenants and conditions required to be performed or fulfilled by such party on or before the Funding Date have been performed or fulfilled; and
(iii) Either (A) a copy of the certificate of title relating to each Funding Date Vehicle and a copy (front and back) of a sample certificate of origin for a vehicle relating to each Funding Date Vehicle together with the vehicle identification number for each Funding Date Vehicle or (B) a copy (front and back) of the certificates of origin for vehicles relating to each Funding Date Vehicle.
Other Documents to be Delivered. At the Closing, Buyer shall execute and deliver Non-Competition Agreements with Seller, GRI, L.P., Robexx X. Xxxx, Xxsexx XxXxxxxxx xxx the DFW Capital Partners, L.P. in substantially the form attached as Exhibit C hereto.
