Purchaser Closing Documents Sample Clauses
Purchaser Closing Documents. On the Closing Date, the Purchaser shall deliver, or cause to be delivered, to the Target and the Target Shareholders the documents set forth in Section 8.1 and such other documents as the Target may reasonably require to effect the Transaction.
Purchaser Closing Documents. (a) At the Initial Closing, Purchaser shall deliver or cause to be delivered to Sellers (unless otherwise indicated) the following:
(i) A certificate of a duly authorized officer of Purchaser, dated the Initial Closing Date, to the effect that (A) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified are true and correct in all material respects at and as of the Initial Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, on and as of such earlier date), and (B) Purchaser has performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Initial Closing Date;
(ii) A duly executed Assignment and Assumption Agreement with respect to the Initial Assumed Liabilities;
(iii) A duly executed Management and Spectrum Lease Agreement;
(iv) A duly executed Registration Rights Agreement;
(v) Duly executed Warrants to purchase 125,000 Warrant Shares in the form of Exhibits A-1 and A-2 hereto; and
(vi) Stock certificates representing 500,000 shares of Parent Common Stock, duly endorsed in blank or accompanied by stock transfer powers and with all requisite legends and stock transfer tax stamps attached.
(b) At the License-Related Asset Purchase Closing, Purchaser delivered or caused to be delivered to Sellers a certificate of a duly authorized officer of Purchaser, dated as of the License-Related Asset Closing Date, to the effect that all of the rights under the Warrants to purchase all remaining Warrant Shares have vested upon such License-Related Asset Purchase Closing.
Purchaser Closing Documents. At the Closing, Purchaser shall execute and deliver, or cause to be executed and delivered, to Seller the following documents:
(i) The Termination Agreement, executed in counterpart by Purchaser;
(ii) The MOL Termination, executed in counterpart by Purchaser;
(iii) The Bring-Down Certificate of Purchaser referenced in Section 5 hereof; and
(iv) A duly executed Closing Statement.
Purchaser Closing Documents. At the Closing, Purchaser shall, subject to the terms of Section 5(c), execute and deliver, or cause to be executed and delivered, to Seller the following documents:
(i) the Termination Agreements, executed in counterpart by Purchaser and consented to, in counterpart, by each of Purchaser’s Lenders;
(ii) the MOL Terminations, executed in counterpart by Purchaser;
(iii) the Master Lease Amendments, executed in counterpart by Purchaser and consented to, in counterpart, by each of Purchaser’s Lenders; and
(iv) a legal opinion executed by Purchaser’s internal counsel, in form and substance reasonably acceptable to Seller, opining that this Agreement and the documents executed and delivered by Purchaser and, if applicable, its affiliates pursuant to the terms of this Agreement have been duly authorized, executed and delivered by, and are legal, valid and binding obligations of, such signatory(ies).
Purchaser Closing Documents. The Purchaser will have delivered the following documents, each properly executed by the Purchaser or the relevant Designated Purchaser, as required:
(a) if such Closing is the first Closing, the Amended and Restated Master Contract Manufacturing Services Agreement;
(b) if such Closing is the first Closing, the Shared Services Agreement;
(c) if such Closing is the first Closing, the Promissory Notes;
(d) if such Closing is the first Closing, the Security Documentation;
(e) if such Closing is the first Closing, the Share Transaction Documentation;
(f) the applicable Local Sale Agreement; Execution Copy
(g) if such Closing is the first Closing, the Loaned Employee Agreement, if any;
(h) the Licenses of Space, if any;
(i) the Real Property Lease, if any;
(j) if such Closing is the first Closing, the Nortel Propriety Software License Agreement;
(k) if such Closing in the first Closing, the Repair Services Agreement;
(l) if such Closing in the first Closing, the Logistics Services Agreement; and
(m) the documents contemplated in Section 2.5(2) relating to such Closing.
Purchaser Closing Documents. Purchaser shall deliver or cause to be delivered to Seller, on the Closing Date, the following Purchaser Documents:
(i) payment of the Purchase Price, as provided in Section 1.5;
(ii) instructions executed by Purchaser authorizing the Deposit to be released to Seller;
(iii) evidence of the authority of Purchaser to execute and deliver this Agreement and the Purchaser Related Documents in order to effectuate the Closing;
(iv) the Closing Statement, duly executed by Purchaser;
(v) the Assignment and Assumption Agreement, duly executed by the appropriate Purchaser designees;
(vi) intentionally deleted;
(vii) a duly executed certificate of Purchaser certifying that the conditions set forth in Article IX have been satisfied and met as of the Closing Date;
(viii) Purchaser’s counterpart to the Closing Statement;
(ix) intentionally deleted;
(x) the duly executed Management Agreement;
(xi) duly executed originals of the Loan Assumption Documents to be executed by Purchaser, in quantity as to each as reasonably requested by Lender; and
(xii) any other documents reasonably required by Seller.
Purchaser Closing Documents. At the Closing, Purchaser shall execute and deliver to Seller the following documents:
(i) Xxxx of Sale;
(ii) Assignment and Assumption Agreement; and
(iii) Such other customary documents as Escrow Agent may reasonably require in order to consummate the transaction that is the subject of this Agreement.
Purchaser Closing Documents. On or before the Closing Date, or, if a deadline is specified below, by such deadline, Purchaser shall deliver, directly to Seller or to Title Insurer, as is specified in Section 8.4 hereof, the number of executed original counterparts specified below of each of the following documents with respect to the Property (collectively, the “Purchaser Closing Documents”):
(a) Three (3) counterparts of Purchaser’s Authority Certificate.
(b) Such other documents, instruments or agreements as Purchaser may reasonably be required to execute and/or deliver on or prior to Closing pursuant to any provision of this Agreement, by Laws, or as may be reasonably required by Title Insurer.
Purchaser Closing Documents. At or prior to the Closing, Purchaser has delivered to the Company and Seller, as applicable, the following Closing documents:
Purchaser Closing Documents. At the Closing, Purchaser will tender to the Vendors:
(a) Certified copies of resolutions of the directors of Purchaser in a form satisfactory to the Vendors, acting reasonably, authorizing:
(i) the execution and delivery of this Agreement;
(b) share certificates, registered in the name of Tan, representing the Slap Shares;
(c) a certified copy of the register of members of Purchaser showing Tan as the registered owner of the Slap Shares;
(d) a certificate executed by Purchaser certifying that the Vendors’ conditions have been satisfied.