Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement.
(a) TO BE DELIVERED BY SIERRA NORTE:
(i) A certificate dated the Closing Date of Sierra Norte, signed by the Manager of Sierra Norte stating that the representations and warranties of Sierra Norte set forth in this Agreement are true and correct in all material respects. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect.
(ii) A certificate dated the Closing Date of Sierra Norte, signed by the Manager of Sierra Norte, in form and substance satisfactory to PocketSpec and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of Sierra Norte to close, have been fulfilled or waived in writing, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date.
(b) TO BE DELIVERED BY MEMBERS:
(i) Certificate or certificates representing one hundred percent (100%) of the issued and outstanding common Memberships of Sierra Norte, which certificates shall be endorsed in favor of PocketSpec.
(ii) Assignments, if any, with unconditional warranties of title, duly executed by Members, assigning to PocketSpec any and all equity rights, including, but not limited to, options, warrants, puts and so forth, which Members may own in Sierra Norte at the time of Closing.
(iii) Certificate of Members in which they state that they own the Memberships and other rights of Sierra Norte free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever.
(iv) Certificate of Members confirming the accuracy, as of the Closing Date, of the representations and warranties of Members set forth in this Agreement.
Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement.
(a) To be delivered by Seller (in duplicate original):
(i) Bills of Sale, assignments and other documents of conveyance transferring to Buyer the Assets with general warranty of title;
(ii) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by Seller of the transactions contemplated by this Agreement;
(iii) A certificate of the Member stating that the representations and warranties of Seller set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect;
(iv) Assignment of Trademarks/Servicemarks and Registrations thereof;
(v) Assignment and Assumption Agreement (covering the Lease) if Lease is to be assigned;
(vi) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder); and
(b) To be delivered by Buyer (in duplicate original):
(i) Cash or certified funds payable to Seller in an amount to reimburse Seller for prepaid personal property taxes, if any, paid by Seller with respect to the Assets for the period after the Effective Date;
(ii) The Consideration Shares, subject to the Holdback Escrow Agreement;
(iii) Copy of corporate resolution certified by Buyer's Secretary authorizing the execution of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement;
(iv) Assignment and Assumption Agreement (covering the Lease); and
(v) Assignment and Assumption Agreement (covering all other contracts assumed by Buyer hereunder including the Assumed Liabilities).
Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement.
(a) To be delivered by DFTS and/or (in triplicate original):
(i) Copy of corporate resolutions authorizing the execution of this Agreement, and the consummation by DFTS of the transactions contemplated by this Agreement.
(ii) A certificate of the President of DCI stating that the representations and warranties of DCI set forth in this Agreement are true and correct. Said certificate shall further verify and affirm that all consents or waivers, if any, which may be necessary to execute and deliver this Agreement have been obtained and are in full force and effect.
(iii) A certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of DCI, in form and substance reasonably satisfactory to the other party and its legal counsel, certifying that all conditions precedent set forth in this Agreement to the obligations of DCI to close, have been fulfilled, and that no event of default hereunder and no event which, with the giving of notice or passage of time, or both, would be an event of default, has occurred as of such date.
(iv) Certificates dated the Closing Date, signed by the Secretary of DFTS, (i) certifying resolutions duly adopted by the Board of Directors of DFTS, authorizing the execution of this Agreement and all of the other transactions to be consummated pursuant thereto; (ii) certifying the names and incumbency of the officers of DFTS who are empowered to execute the foregoing documents for and on behalf of such company;
(v) Certificates dated the Closing Date, signed by the Secretary of DCI, (i) certifying the authenticity of copies of the Articles of Incorporation and Bylaws of DCI; and (ii) certifying the authenticity of a reasonably current Certificate of Good Standing, from all jurisdictions in which the company is qualified to conduct business.
(vi) The Closing Escrow Agreement substantially in the form of Exhibit 5.4.
(vii) Articles of Merger and Statement of Merger in proper form to be filed with the Secretaries of States of Colorado and Texas in such form as may be required to consummate the Merger as of the Effective Time.
(viii) Employment Agreements with Zxxxx Xxxxxxxxxxx, Xx. and Kxxxx Xxxxxx, substantially in the form of Exhibits 7.2(e)(i) and (ii).
(ix) The NMKT Series G Convertible Preferred Stock to be delivered to DFTS.
(x) The License Agreement to DFT...
Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the closing of the transactions contemplated by this agreement:
(a) To be delivered by Buyer:
(i) Share certificates for the number of shares for Seller as determined in accordance with Section 2.1 hereof;
(ii) Certified copy of corporate resolutions authorizing the execution of this agreement and the consummation by Buyer of the transactions contemplated by this agreement;
(iii) A mutually acceptable Employment Agreement for Xxxxxxx X. Xxxxxx
(b) To be delivered by Seller:
(i) Stock certificates representing all of the issued and outstanding shares of capital stock of the Company, which stock certificates shall be endorsed in blank;
(ii) Stock record books, minute books, corporate seals and all other books and records of the Company;
Specific Items to be Delivered at the Closing. Without limiting the scope of Section 9.1 hereof, Transferor and Transferee shall deliver the following items to each other at the Closing of the transactions contemplated by this Agreement:
(a) To be delivered by Transferee:
(i) The portion of the Purchase Price to be paid at Closing as set forth in Sections 2.2;
(ii) Assumption of Transferor’s interests in the Assigned Agreements described in Section 1.1(b);
(iii) Certificate of Transferee certifying as to Transferee’s compliance with the Closing conditions set forth in Section 9.4(a), (b) and (c); and
(iv) Closing accounting statements set forth in Article VIII.
(b) To be delivered by Transferor:
(i) Bill of Sale transferring the Assets to Transferee;
(ii) Assignments of Transferor’s interests in the Assigned Agreements described in Schedule 1.1(b) and a list of consents and waivers obtained and a description of consents and waivers to be obtained pursuant to Section 6.3 hereof;
(iii) A certificate of Transferor certifying as to compliance with the Closing conditions set forth in Sections 9.3(a), (b) and (c);
(iv) Closing accounting statements set forth in Article VIII; and
(v) Warranty Deeds for the real estate owned by the Transferor; and
(vi) Such other instruments, documents and materials as may be reasonably requested by the Transferee in order to effectuate the transaction contemplated hereunder.
Specific Items to be Delivered at the Closing. The parties shall deliver or shall cause to be delivered the following items to the appropriate party at the closing of the transactions contemplated by this Agreement:
(a) To be delivered by JASB:
(i) A duly executed stock power conveying to AMIWORLD the Odin Equity Interests.
(b) To be delivered by AMIWORLD:
(i) A stock certificate for the AMIWORLD Shares; and
(iii) Copies of the minutes of the AMIWORLD Board of Directors, duly certified, confirming the authority to issue the AMIWORLD Shares,.
Specific Items to be Delivered at the Closing. The Parties shall deliver the following items at or prior to the Closing:
Specific Items to be Delivered at the Closing. The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement.
(a) To be delivered by Shareholder:
(1) Certificate or certificates representing all of the Fish Shares, which stock certificates shall be endorsed in favor of Buyer.
(2) Certificate of Shareholder in which each states that he owns the Fish Shares free and clear of all liens, encumbrances, security interests and limitations on transfer whatsoever; and that Shareholder owns no other shares of equity securities of Fish, including options, warrants or rights convertible into shares of equity securities of Fish..
(3) Certificate of Shareholder confirming the accuracy, as of the Closing Date, of the representations and warranties of Shareholder set forth in this Agreement.
(4) Noncompetition Agreement substantially in the form of Exhibit 2.4.
(b) To be delivered by Buyer:
(1) Copy of corporate resolution authorizing the execution of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement; and
(2) The Note, substantially in the form of Exhibit 2.1(b) hereto.
Specific Items to be Delivered at the Closing. The parties shall deliver or shall cause to be delivered the following items to the appropriate party at the closing of the transactions contemplated by this Agreement:
(a) To be delivered by Parshin:
(i) A duly executed stock power conveying to TBM the Zao Equity Interests.
(b) To be delivered by TBM:
(i) A stock certificate for the TBM Shares; and
Specific Items to be Delivered at the Closing. The parties shall deliver or shall cause to be delivered the following items to the appropriate party at the closing of the transactions contemplated by this Agreement:
(a) To be delivered by PURCHASERS to HOMI:
(i) Executed releases of HOMI by those creditors under the Assumed Liabilities who have executed the same, including releases of all notes owed by HOMI and held by Purchasers.
(b) To be delivered by HOMI to Purchasers:
(i) All necessary documents conveying the Transaction Assets to Purchasers.
(ii) copies of all documents evidencing that all Restructuring Assets have been conveyed to Industries.
