The Buyer’s Deliveries. On the Closing Date, the Buyer will deliver or cause to be delivered to the Seller the following items (all documents will be duly executed and acknowledged where required):
The Buyer’s Deliveries. At the Closing, the Buyer shall deliver, or caused to be delivered, to the Seller the following, in form and substance reasonably acceptable to the Seller:
(a) a copy of the certificate of incorporation and bylaws, partnership agreement or analogous organizational document, as amended, of each Buyer and each Buying Party, certified by the corporate secretary of Buyer and such Buying Party;
(b) a copy of the resolutions duly adopted by the Board of Directors of Buyer and each Buying Party evidencing its authorization of the execution and delivery of this Agreement and the consummation of the Transactions, certified by the corporate secretary of Buyer and such Buying Party;
(c) the Initial Payment in immediately available U.S. federal funds;
(d) a certificate of an officer of Buyer (i) certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other agreements relating hereto and (ii) certifying those matters set forth in Section 7.2(a) above;
(e) letters of discharge with respect to each Seller Guarantee listed on Section 6.9 of the Disclosure Schedule attached hereto, in form reasonably satisfactory to Seller; and
(f) such other documents and instruments as counsel for Buyer and Seller mutually agree to be reasonably necessary to consummate the Transactions.
The Buyer’s Deliveries. At the Closing, the Buyer shall deliver the following to the Company:
(a) The Purchase Price pursuant to Section 1.02.
The Buyer’s Deliveries. At the Closing, the Buyer shall deliver, or shall cause to be delivered, to the Seller the following:
(a) $108,800,000.00, by wire transfer;
(b) evidence of delivery of $6,200,000.00 to the Escrow Agent;
(c) the Escrow Agreement, duly executed by the Buyer;
(d) the certificate referred to in Section 10.6;
(e) the legal opinion referred to in Section 10.7;
(f) the Termination Agreement, duly executed by Xxxxxxxxxx XX;
(g) the Transition Agreement, duly executed by Buyer;
(h) the Lease Assignment and Assumption Agreement, duly executed by the Buyer;
(i) an Assumption Agreement in the form of Exhibit K to this agreement (the "Assumption Agreement"), duly executed by Buyer; and
(j) the Guaranty and related comfort letter referred to in Section 10.11, duly executed by Guarantor and Buyer's accountants, respectively.
The Buyer’s Deliveries. At Closing, the Buyer shall:
(a) pay to Seller the Purchase Price as set forth in Section 1.7;
(b) execute and deliver the Conveyance Documents;
(c) deliver to the Seller a duly executed closing certificate in substantially the form of Exhibit “F” hereto, executed by a duly authorized officer of the Buyer, certifying as to the matters set forth therein;
(d) deliver to the Seller a good standing certificate regarding the Buyer dated no earlier than three (3) Business Days (as defined below) prior to the Closing Date from the office of the Secretary of State of the state of incorporation of the Buyer and other jurisdictions, if any, in which the Buyer is qualified to do business; and
(e) execute and deliver any other agreements, documents, certificates or other instruments reasonably necessary to consummate the transactions contemplated by this Agreement and reasonably requested by the Seller.
The Buyer’s Deliveries. At the Closing, the Buyer shall deliver, or shall cause to be delivered, to Seller the items described below:
(a) the cash Purchase Price
(b) an executed copy of the Supply Agreement
(c) an executed copy of the Escrow Agreement
(d) an executed copy of the Service Agreement
(e) a legal opinion issued by counsel to the Buyer and Guntxxx xxxsonably satisfactory to the Seller opining upon (i) the legal existence and good standing of each of the Company and Guntxxx xx their respective jurisdictions of organization; (ii) the enforceability of the Agreements executed at the closing; and (iii) the authority of each such Company to enter into and fully perform the Agreements to be executed at the Closing.
(f) such other documents and instruments as the Seller may reasonably request to effectuate or evidence the transactions contemplated by this Agreement.
The Buyer’s Deliveries. The Buyer shall deliver or cause to be delivered to the Seller on the Closing Date, or on such other date stated below, the following:
i. The Cash;
ii. Countersigned originals of the Equipment Lease;
iii. By no later than August 11, 2004, one or more stock certificates, duly executed in accordance with the Buyer's bylaws, representing the Shares;
iv. Countersigned originals of the Assignment and Assumption Agreements; and
The Buyer’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IX, at each Closing, the Buyer shall deliver to the Seller all of the following:
(a) A certificate of the Buyer, dated as of the Initial Closing Date, as to the authority of the authorized representatives of the Buyer executing this Agreement and Buyer Ancillary Agreements;
(b) An Assignment and Assumption Agreement;
(c) The certificate, dated as of the applicable Closing Date, contemplated by Section 10.1 duly executed by an authorized representative of the Buyer, substantially in the form of Exhibit B; and
(d) A duly executed version of all applicable Buyer Ancillary Agreements (including, without limitation, any Side Letters).
The Buyer’s Deliveries. On the Closing Date:
(i) the Buyer shall deliver to the Seller the Closing Purchase Price by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing at least two (2) Business Days prior to the Closing Date;
(ii) the Buyer and its Affiliates shall deliver duly executed signature pages to the Ancillary Agreements (to the extent not required hereunder to be delivered prior to the Closing) to which the Buyer or any of its Affiliates is a party;
(iii) the Buyer shall deliver to the Seller the certificate contemplated by Section 6.2(c)(iii); and
(iv) the Buyer shall deliver to the Seller such other agreements, documents, instruments or certificates as may be reasonably required to effectuate the transactions contemplated by this Agreement.
The Buyer’s Deliveries. At the Closing, the Buyer shall deliver to the Seller the following:
(a) The Cash Consideration (as adjusted pursuant to Section 1.2);
(b) A certificate from a duly elected officer of the Buyer certifying (i) the resolutions of the Board of Directors of the Buyer approving and authorizing the execution of this Agreement and the transactions contemplated hereby and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein; and (ii) compliance of the Buyer with Sections 2.2 (c) and 2.2 (d); and
(c) Certified copies of the formation documents of the Buyer; and
(d) An agreement executed by the Buyer in the form of Exhibit 2.4(d) attached hereto.
