Other Transactions at Closing. In addition to the transactions referred to in this Sections 1.1, 1.2, and 1.3 above, at the Closing, the Seller shall deliver to the Purchaser the following:
Other Transactions at Closing. (a) In addition to the transactions referred to in Sections 1.1 and 1.2 above, at the Closing, the Sellers shall deliver to the Purchaser the following: (i) Subsistence Certificates, with "bring down" telegrams or similar documentation as of the Closing Date, as to Media Marketplace, issued by the appropriate governmental authorities of the Commonwealth of Pennsylvania; (ii) Certified copy of the Articles of Incorporation of Media Marketplace, and all amendments thereto, certified by the Secretary of State of the Commonwealth of Pennsylvania; (iii) A copy of by-laws of Media Marketplace, certified by the secretary or assistant secretary thereof as being true, complete, and correct; (iv) Subsistence Certificates, with "bring down" telegrams or similar documentation as of the Closing Date, as to Media Division issued by the appropriate governmental authorities of the Commonwealth of Pennsylvania; (v) Certified copy of the Articles of Incorporation of Media Division, and all amendments thereto, certified by the Secretary of State of the Commonwealth of Pennsylvania; (vi) A copy of by-laws of Media Division, certified by the secretary or assistant secretary thereof as being true, complete, and correct; (vii) The executed letter, dated prior to the Closing Date, of TK contributing to the capital of Media Marketplace the one hundred fifty thousand dollars ($150,000) promissory note from Media Marketplace to TK, dated April 12, 1996, and releasing the Companies from all obligations under such note, substantially in the form of Exhibit A attached hereto; (viii) Executed confidentiality, non-competition and release agreements by and among the persons listed on Schedule 1.5(a)(viii) and the Companies, substantially in the form of Exhibit B attached hereto; (ix) Executed amendment to the $150,000 promissory note from Media Marketplace to SR, dated April 12, 1996, providing for the payment by MSGI of $150,000, the balance of such note as of the Closing Date, in thirty-six (36) monthly installments at a variable interest rate of 1% over the prime rate as reported in The Wall Street Journal, substantially in the form of Exhibit D attached hereto. (x) Executed letters by the individuals listed in Schedule 7.3 acknowledging the terms of receipt and forfeiture of Employee Shares pursuant to Section 7.3 of this Agreement, substantially in the form of Exhibit C attached hereto. (xi) Lock Up Agreement of SR pursuant to Section 6.7 of this Agreement substantially in the form o...
Other Transactions at Closing. In addition to the transactions referred to in this Article 1 above, at the Closing, Pegasus shall deliver to the Purchaser the following: (a) The minute books, stock certificate books, stock transfer ledgers, and corporate seals of the Company; (b)
Other Transactions at Closing. In addition to the transactions referred to in this Article 1 above, at the Closing, SPC shall deliver to PCI the following:
Other Transactions at Closing. (a) The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment by the Seller at the Closing of the following conditions:
Other Transactions at Closing. At the Closing:
