Purchaser’s Actions at Closing. At Closing, Purchaser shall deliver the following:
(a) The Asset Purchase Price (as adjusted as provided herein) less (i) the Indemnity Escrow Amount less (ii) the Exxxxxx Money, by wire transfer of immediately available funds to an account designated by Sellers, and a release of all claims to the Exxxxxx Money, which shall be released to the Sellers.
(b) The Indemnity Escrow Amount, by wire transfer of immediately available funds to an account designated by the Escrow Agent.
(c) A certificate executed by an authorized officer of Purchaser certifying that, as of the Closing Date, all of the representations and warranties of Purchaser are true and correct in all material respects as of the Closing Date and that each and every covenant and agreement to be performed by Purchaser prior to or as of the Closing Date pursuant to this Agreement has been performed in all material respects.
(d) A copy of resolutions duly adopted by Purchaser authorizing and approving Purchaser’s performance of the transactions contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of Purchaser, as true and complete and in and full force and effect and not modified as of the Closing Date.
(e) The cross receipt described in Section 11.2(h), duly executed by Purchaser.
(f) Assignment and Assumption Agreement duly executed by Purchaser.
(g) VIT Agreements, duly executed by Purchaser.
(h) A completed Texas Comptroller Form 01-339, Texas Sales and Use Tax Resale Certificate, with respect to Purchaser’s purchase for resale of non-motor vehicle inventory items, including but not limited to Parts and Accessories.
(i) A completed Texas Comptroller Form 14-313, Texas Motor Vehicle Sales Tax Resale Certificate, with respect to Purchaser’s purchase for resale of all motor vehicles.
(j) The Escrow Agreement, duly executed by Purchaser.
(k) The Post Closing Leases and the SNDA, each duly executed by Purchaser. Purchaser shall also deliver to the landlord evidence of insurance required to be provided and maintained by Purchaser under the Post Closing Leases.
(l) Continuing Use Agreement, duly executed by Purchaser.
(m) The Transition Services Agreement, duly executed by Purchaser. (n) The Non-Compete Agreement, duly executed by Purchaser.
Purchaser’s Actions at Closing. At the Closing, Purchaser will:
(a) execute, acknowledge, and deliver to Seller, to evidence the assumption of the Deposit Liabilities and certain other obligations of Seller by Purchaser hereunder, an instrument of assumption in the form attached as Exhibit 7.03(a) to this Agreement and an assignment of IRAs in the form attached as Exhibit 7.02(e) to this Agreement. Copies of such instruments may be recorded in the public records at the option of either party hereto. The execution and acknowledgement of such instruments will not be deemed to be a waiver of any rights or obligations of any party to this Agreement;
(b) receive, accept and acknowledge delivery (including delivery by their presence at the Real Estate) of all Assets, and all records and documentation relating thereto, sold, assigned, transferred, conveyed or delivered to Purchaser by Seller hereunder;
(c) execute and deliver to Seller such written receipts for the Assets, properties, records and other materials assigned, transferred, conveyed or delivered to Purchaser hereunder as Seller may reasonably request at or before the Closing;
(d) make, as applicable, any payment shown as owing to Seller by Purchaser on the Pre-Closing Statement, as required by Section 2.04 of this Agreement; and
(e) execute, acknowledge and deliver to Seller all certificates and other documents required to be delivered to Seller by Purchaser at or as a condition to Closing pursuant to the terms hereof or as Seller may reasonably require to effect the transactions provided for in this Agreement.
Purchaser’s Actions at Closing. At Closing (upon the assignment of all of the Membership Interests), Purchaser shall execute, acknowledge and deliver to Sellers the following:
(i) Pay to the Sellers, by wire transfers of immediately available funds, the Adjusted Purchase Price or the Preliminary Adjusted Purchase Price, as applicable, to the accounts set forth in the Preliminary Settlement Statement;
(ii) The Purchaser’s Closing Certificate; and
(iii) All other instruments as may be reasonably required to consummate the agreements of the Parties hereunder including execution and delivery to NG of the Transition Services Agreement.
Purchaser’s Actions at Closing. At Closing, upon the tendering of all of the Shares, Purchaser shall:
Purchaser’s Actions at Closing. At the Closing, Purchaser shall:
(a) execute, acknowledge, and deliver to Seller to evidence the assumption of the liabilities and obligations of Seller in connection with the Deposit Liabilities, an instrument or instruments of assumption in the form of Exhibit A;
(b) receive, accept and acknowledge delivery of the Assets, and (except in the case of Loan Files for which physical possession may be delivered post-Closing in accordance with Section 2.5 of this Agreement) all records and documentation relating thereto, sold, assigned, transferred, conveyed or delivered to Purchaser by Seller hereunder (in whatever form or medium such records and documentation are then maintained by Seller) ;
(c) execute and deliver to Seller such written receipts for the Assets assigned, transferred, conveyed or delivered to Purchaser hereunder as Seller may reasonably have requested at or before the Closing;
(d) deliver evidence of Governmental Approvals necessary for the consummation of the transactions contemplated hereby;
(e) pay, if applicable, the amount owing to the Seller under Section 1.12;
(f) execute and deliver the certificate of compliance under Section 7.3; and
(g) execute and deliver such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby.
Purchaser’s Actions at Closing. At the Closing, Purchaser shall:
(a) Execute, acknowledge, and deliver to Seller an assignment and assumption agreement, substantially in the form attached hereto as Exhibit B, with respect to the Assumed Liabilities.
(b) Receive, accept and acknowledge delivery of the Assets, and all records and documentation relating thereto (except in the case of Loan Files for which physical possession may be delivered post-Closing in accordance with Section 2.6 of this Agreement).
(c) Deliver evidence of the Governmental Approvals necessary for the consummation of the transactions contemplated by this Agreement.
(d) Execute and deliver a receipt for the Safekeeping Items.
(e) Execute and deliver such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby, including without limitation any agreements relating to Purchaser becoming the trustee of any IRAs.
Purchaser’s Actions at Closing. On the Closing Date, the Purchaser shall:
(a) pay to Seller any funds required to be paid to Seller pursuant to the terms of this Agreement;
(b) execute, acknowledge and deliver to Seller all such endorsements, assignments, bills of sale, and other instruments of conveyance, assignment and transfer as shall reasonably be necessary or advisable to consummate the assumption of the Liabilities by Purchaser as provided herein; provided that all of the documents and instruments to be delivered by Purchaser hereunder shall be in form and substance reasonably satisfactory to counsel for Seller; and
(c) execute, acknowledge and deliver to Seller the certificate provided for in Section 7.03, all other certificates and other documents and information required to be delivered to Seller by Purchaser at the Closing pursuant to the terms of this Agreement.
Purchaser’s Actions at Closing. At the Closing, the Purchaser is:
(a) paying to each Seller the Closing Payment allocable to such Seller (as set forth on or determined pursuant to Schedule 2.01) by wire transfer to such Seller's account at the bank set forth on Schedule 4.03, or other means acceptable to such Seller;
(b) delivering to STD BVI a certificate for Recoton Stock issued in the STD BVI's name for the shares of Recoton Stock;
(c) executing and delivering the Escrow Agreement;
Purchaser’s Actions at Closing. At Closing, Purchaser shall a. deliver to each Seller such Seller's Percentage Interest of a cash payment of Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000) by cashier's check or wire transfer to an account designated by such Seller at least three (3) days prior to Closing;
Purchaser’s Actions at Closing. At Closing, upon the tendering of 100% of the Shares,Purchaser shall:
(i) PAYMENT AT CLOSING. Deliver the remaining portion of the Aggregate Purchase Price (as adjusted pursuant to SECTION 3 above), less the Option Exercise Amount and the Warrant Exercise Amount, into the Escrow Account together with distribution instructions executed by the Company in accordance with EXHIBIT "B";
(ii) PAYMENT OF EMPLOYEE BONUS AMOUNT. Deliver the Employee Bonus Amount into the Escrow Account together with the distribution instructions executed by the Company; and
