Purchaser’s Deliveries at Closing Sample Clauses
Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver the following documents to Seller all of which shall be in a form reasonably acceptable to Seller and their counsel:
Purchaser’s Deliveries at Closing. In addition to the other things required to be done hereby, at the Closing, the Purchaser shall deliver, or cause to be delivered, to the Sellers the following:
(a) a certificate dated the Closing Date and validly executed on behalf of the Purchaser to the effect that the conditions set forth in Section 7.2(a) have been satisfied;
(b) a copy of the resolutions of the Board of Directors of the Purchaser, or similar enabling document, authorizing the execution, delivery, and performance hereof by the Purchaser, and a certificate of its secretary or assistant secretary, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect; and
(c) a duly executed Assignment and Assumption Agreement, in customary form mutually agreeable to the parties.
Purchaser’s Deliveries at Closing. At Closing, Purchaser shall deliver the following to Seller:
Purchaser’s Deliveries at Closing. At the Closing, Purchaser and NYHC shall deliver the following documents to Seller all of which shall be in a form reasonably acceptable to Seller and its counsel:
(a) Satisfaction of Purchaser's purchase price obligations by payment of the cash portion of the Purchase Price, and the issuance of the Note.
(b) All consents, approvals and authorizations, all notices and all registrations and filings required to be obtained, given or made under any law, statute, rule, regulation, judgment, order, injunction, contract, agreement or other instrument to which the Purchaser or NYHC is a party, or by which either of them or any of their respective properties is bound or subject, in each case which is required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by the Purchaser or NYHC of any of the terms thereof.
(c) An opinion from counsel to the Purchaser and NYHC, dated the Closing Date, in the form described elsewhere in this Agreement.
(d) Certificates of good standing, dated as of a date reasonably prior to the date of Closing, from the Secretary of State of the State of New York as to the good standing of the Purchaser and NYHC.
(e) An assumption agreement pursuant to what the Purchaser assumes the Assumed Liabilities.
(f) Certified copy of resolutions of the Board of Directors of Purchaser and NYHC authorizing, inter alia, the execution and delivery of this Agreement and in the case of Purchaser, the Note, and in both cases, the purchase of the Assets, and the other transactions contemplated hereby.
(g) Officer's Certificate in the form described elsewhere in this Agreement.
(h) Such other documents, instruments, certificates and agreements including without limitation, if assumed, the assumption of the lease, as Seller and its counsel may reasonably request.
Purchaser’s Deliveries at Closing. Purchaser shall deliver to the Sellers at Closing:
8.2.1 . All other agreements, certificates, instruments and documents reasonably requested by any Seller in order to fully consummate the transactions contemplated by this Agreement and carry out the purposes and intent of this Agreement.
Purchaser’s Deliveries at Closing. Subject to the terms and conditions hereof, at the time of Closing, Purchaser shall deliver the following to Seller:
(i) The Purchase Price for the Aircraft in the amount specified in Section 2(b) hereof in the manner specified thereby;
(ii) Cross Receipt and Acceptance Certificate in respect to the Aircraft in the form of Exhibit B, duly executed by Purchaser;
(iii) the Lease, together with all documents required to be executed and delivered to Seller thereunder and hereunder, all duly executed by Purchaser;
(iv) such other instruments, certificates and documents as needed, in the reasonable opinion of Seller, to be executed and delivered in order to consummate the transactions contemplated hereby and meet the conditions set forth in Sections 3 (a) and (b) above.
Purchaser’s Deliveries at Closing. Subject to the terms and conditions of this Agreement, at Closing, the Purchaser shall deliver the following duly executed documents:
(i) Stock certificates evidencing the Merger Consideration in accordance with the amounts as set forth in Schedule 1.6; provided that possession of the stock certificates evidencing the Closing Escrow Shares, Earn Out Shares and Restricted Shares shall remain with the Purchaser or an escrow agent (as applicable) to be held in escrow as set forth in the Restricted Stock Agreements, the Escrow Agreement and Section 7.8 herein;
(ii) Stockholders’ Agreement in the form attached as Exhibit A hereto (the “Stockholders’ Agreement”);
(iii) Services Agreement in the form attached as Exhibit B hereto (the “Services Agreement”);
(iv) The Employment Agreement between the Purchaser and Jxxx Xxxxxxx, in the form attached as Exhibit C-1 hereto, and the Employment Agreements between each of Cxxxxxx Xxxxxx and Jxx Xxxxxxxx in the forms attached as Exhibit C-2 hereto (the “Employment Agreements”);
(v) Series A Convertible Preferred Stock Purchase Agreement in the form attached as Exhibit D hereto (the “Series A Purchase Agreement”);
(vi) The Restricted Stock Agreements between the Purchaser and each of Sellers in the form attached as Exhibit F hereto (the “Restricted Stock Agreements”);
(vii) The Certificate of Merger and Articles of Merger; and
(viii) The Escrow Agreement in the form attached as Exhibit G hereto (the “Escrow Agreement”). The documents referred to in clauses (iii), (iv), (v), (vi), (vii) and (viii) above are hereinafter collectively referred to as the “Ancillary Agreements” and together with this Agreement are referred to herein as the “Transaction Documents.”
Purchaser’s Deliveries at Closing. In addition to this Agreement, the Development Agreement and the Note, Purchaser shall cause AH Subordinate and AH CGP to deliver to Seller the Guaranty and the pledge agreement or pledge agreements contemplated by Section 2 hereof, and shall deliver, or cause to be delivered to Seller at the Closing such other documents which are necessary to complete and perfect the conveyance of Property to Purchaser as contemplated by this Agreement, including, without limitation, any transfer declarations, owner's affidavits and undertakings required by the title company and similar items required by local law or the title company.
Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver to Parent, on behalf of Sellers, or at Parent's request, to Sellers directly (in each case consistent with Section 3.2):
(a) cash in an amount equal to the Cash Consideration to be paid by Purchaser by federal funds wire transfer of immediately available funds to the account or accounts designated pursuant to Section 3.2;
(b) one or more stock certificates representing the Stock Consideration, registered in accordance with the instructions provided pursuant to Section 3.2;
(c) the Distribution Agreements and the selling agreements contemplated thereby, duly executed;
(d) the Licensing Agreement, duly executed;
(e) the Transition Services Agreement, duly executed;
(f) the Investor Rights Agreement, duly executed;
(g) the Investment Management Agreement, duly executed;
(h) the officer's certificate required pursuant to Section 7.3(e);
(i) copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Authorities required to be obtained, filed or made by Purchaser in satisfaction of Section 7.1(b);
(j) all such additional instruments, documents and certificates provided for by this Agreement or as may be reasonably requested by Parent on behalf of in connection with the Closing of the transactions contemplated by this Agreement and the Related Agreements; and
(k) executed and completed copies of Internal Revenues Form 8023 as provided in Section 8.4.