Purchaser Closing Deliverables. Purchaser shall have delivered to Seller each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.6 (in the case of any assignment contemplated thereby, subject to delivery by Seller of any related requisite third-party consent) at or prior to the Closing Date.
Purchaser Closing Deliverables. At the Closing, the Purchaser shall deliver or cause to be delivered (unless previously delivered) the following:
(a) first, to the Sellers for the benefit of the payees of the Liabilities set forth on Annex A and the Promissory Note Payees, an amount equal to the aggregate of (i) the Liability Payoff Amount plus (ii) the Promissory Note Payoff Amounts, by wire transfer of immediately available funds to one or more accounts designated in writing by the Sellers; provided, that the Purchaser may elect in its discretion to pay directly any payee of a Liability Payoff Amount that exceeds $400,000, and if the Purchaser pays such Liability Payoff Amount directly to the payee, then the Liability Payoff Amount paid to the Sellers pursuant to the foregoing clause (i) shall be net of such amount paid directly to the payee;
(b) second, and upon the Purchaser’s receipt of documentary evidence from the Sellers that (i) the Liability Payoff Amount was wired by the Sellers to, and received by, the payees thereof and (ii) the Promissory Note Payoff Amounts were wired by the Sellers to, and received by, the Promissory Note Payees, to the Sellers the Closing Cash Payment, by wire transfer of immediately available funds to one or more accounts designated in writing by the Sellers;
(c) to Stelladx, the Closing Stock Consideration; and
(d) to the Sellers, a duly executed counterpart to each Ancillary Agreement.
Purchaser Closing Deliverables. The Seller shall have received all of the Purchaser’s closing deliverables pursuant to Section 7.3.
Purchaser Closing Deliverables. At Closing, the Purchaser shall deliver or cause to be delivered to the Administrative Agent, on behalf of the Sellers, the following:
(i) A stock certificate or a Direct Registration Statement from the Purchaser’s transfer agent, representing the Consideration Shares, issued in the name of the Designee;
(ii) The Bxxx of Sale for the Data, duly executed by the Purchaser;
(iii) The Assignment and Assumption for the Assumed Liabilities, duly executed by the Purchaser;
(iv) The Royalty Deed for the NSR, duly executed by the Purchaser;
(v) The Quitclaim Deed for the Mining Property, duly executed by the Purchaser and JR Resources Corp., a Nevada corporation, and in proper form for recording;
(vi) Certificates of such resolutions evidencing the Purchaser’s existence, power and authority to enter into and execute this Agreement and to consummate the transactions herein contemplated;
(vii) A certificate of the Purchaser repeating its representations and warranties, except as noted thereon, in the form of Exhibit G;
(viii) all such other assurances, consents, agreements, documents and instruments as reasonably may be required by the Purchaser or the Purchaser’s title company to consummate the transactions contemplated in this Agreement and the Related Agreements.
Purchaser Closing Deliverables. At the Closing, in addition to the payment for the Purchased Shares provided for in Section 2(b)(i) above, the Purchaser will deliver to the Company:
(A) a copy of the Magellan Guaranty duly executed by the Purchaser;
(B) a copy of the Voting Agreement duly executed by the Purchaser; and
(C) a pre-emptive rights agreement in customary form reflecting the terms set forth in Exhibit C, duly executed by the Purchaser.
Purchaser Closing Deliverables. The Purchaser shall have delivered or caused to be delivered to the Sellers the items listed in Section 3.3.
Purchaser Closing Deliverables. The Purchase Price;
Purchaser Closing Deliverables. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall deliver (or cause to be delivered) the following:
(a) the Purchase Price, in immediately available U.S. funds via wire transfer to an account designated by Triangle;
(b) the Rights Agreement, which shall have been duly executed by the Purchaser;
(c) a certificate, dated the Closing Date and signed by a duly authorized officer of the managing member of the Purchaser, in its capacity as such, stating that:
(i) the Purchaser has performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Purchaser on or prior to the Closing Date; and
(ii) each of the representations and warranties of the Purchaser contained in Article IV are true and correct on and as of the Closing Date in all material respects;
(d) a cross-receipt executed by the Purchaser and delivered to Triangle certifying that it has received the Shares; and
(e) all other documents, instruments and writings required to be delivered by the Purchaser at the Closing under the Transaction Documents.
Purchaser Closing Deliverables. At the Closing or at the Closing Cash Payment Date (if applicable), Purchaser shall deliver, or cause to be delivered, to Seller:
(a) The Closing Cash,
(b) The fully executed Note and Pledge Agreement; and
(c) such other documents and instruments as may be required by this Agreement.
Purchaser Closing Deliverables. At the Closing, Purchaser shall deliver or cause to be delivered to Seller:
(i) the Purchaser’s Officer’s Certificate;
(ii) the Xxxx of Sale, duly executed by Purchaser; and
(iii) the Subject Matter Agreement, duly executed by Purchaser.
