The Buyer's Documents. At the Closing, the Buyer's counsel shall release from escrow the following, or otherwise cause to be delivered, to the Seller
15.2.1 The Purchase Price in accordance with Section 2.2 hereof.
15.2.2 The written opinion of the Buyer's corporate counsel, dated the date hereof, a copy of which is attached hereto as Exhibit F;
15.2.3 Governmental certificates showing that the Buyer and the Buyer's Sub are duly incorporated and in good standing in the State of Delaware and that the Buyer is qualified as a foreign corporation in the State of New York, dated not more than ten (10) calendar days before the date hereof;
15.2.4 Certified resolutions of the Board of Directors of the Buyer approving the execution and delivery of this Agreement and each of the other documents and agreements referred to herein and authorizing the consummation of the transactions contemplated hereby and thereby; and
15.2.5 The Employment Agreements.
The Buyer's Documents. At the Closing, the Buyer will deliver --------------------- or cause to be delivered to the Seller:
The Buyer's Documents. At the Closing, the Buyer's counsel shall release from escrow the following, or otherwise cause to be delivered, to the Seller:
15.2.1 The Purchase Price in accordance with SECTION 2.2 hereof.
15.2.2 The written opinion of the Buyer's corporate counsel, dated the date hereof,
The Buyer's Documents. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller the following:
(a) The Consideration Stock, the Consideration Cash, and if applicable, the Promissory Note, in accordance with Article 2 hereof.
(b) A certificate, dated the Closing Date, by the Buyer in the form described in Section 12(c) above.
(c) The opinion of the Buyer's corporate counsel, dated the Closing Date, to the effect set forth in Section 12.3;
(d) Governmental certificates showing that the Buyer is duly incorporated and in good standing in the State of Delaware and is qualified as a foreign corporation in the State of New York, dated not more than forty-five (45) calendar days before the Closing Date;
(e) Certified resolutions of the Board of Directors of the Buyer approving the execution and delivery of this Agreement and each of the other documents and agreements referred to herein and authorizing the consummation of the transactions contemplated hereby and thereby;
(f) Certified resolutions of the Board of Directors of the Buyer appointing/electing the Seller to the Board of Directors;
(g) The Employment Agreement set forth in Section 12.5;
(h) The Registration Rights Agreement set forth in Section 8.4; and
(i) Such additional information and material as the Seller shall have requested in a timely manner in writing and which is reasonably necessary for the Closing.
The Buyer's Documents. At the Closing, the Buyer shall deliver or cause to be delivered to the Sellers the following:
15.2.1 The Purchase Price and the Common Stock in accordance with SECTION 2.2 hereof.
15.2.2 A certificate, dated the Closing Date, by the Buyer and Marquee in the form described in Section 12.1.3 above.
15.2.3 The opinions of the Buyer's and Marquee's corporate counsel, dated the Closing Date, to the effect set forth in Section 12.4.
15.2.4 Governmental certificates showing that the Buyer and Marquee are duly incorporated and in good standing in the State of Delaware and that the Buyer and Marquee are qualified as foreign corporations in the State of New York, dated not more than forty-five (45) calendar days before the Closing Date.
15.2.5 Certified resolutions of the Board of Directors of the Buyer and Marquee approving the execution and delivery of this Agreement and each of the other documents and agreements referred to herein and authorizing the consummation of the transactions contemplated hereby and thereby; and
15.2.6 The employment agreements as set forth in SECTION 11.9 hereof.
15.2.7 Such additional information and material as the Seller shall have requested in a timely manner in writing and which is reasonably necessary for the Closing.
The Buyer's Documents. On the Closing Date, the Buyer or its counsel or other authorized representative shall release the following to the Seller (unless such documents have been delivered to the Seller prior to the Closing):
(a) The Purchase Price.
(b) Resolutions of the Board of Directors of the Buyer approving the execution and delivery of this Agreement and any other related documents and agreements referred to herein and authorizing the consummation of the transactions contemplated hereby and thereby.
The Buyer's Documents. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller the following:
12.2.1 The Purchase Price in accordance with Section 2.1 hereof.
12.2.2 A certificate, dated the Closing Date, by the Buyer in the form described in Section 9.1.3 above.
12.2.3 The opinion of the Buyer's corporate counsel, dated the Closing Date, referenced in Section 9.4;
12.2.4 Governmental certificates showing that the Buyer and Triathlon are duly incorporated and in good standing in the State of Delaware, and that the Buyer is duly qualified to transact business in the State of Nebraska, in each case dated not more than forty-five (45) calendar days before the Closing Date;
12.2.5 Certified resolutions of the Board of Directors of the Buyer and Triathlon approving the execution and delivery of this Agreement and each of the other documents and agreements referred to herein and authorizing the consummation of the transactions contemplated hereby and thereby;
The Buyer's Documents. At the Closing, the Buyers shall deliver or cause to be delivered to the Seller the following:
12.2.1 The Purchase Price in accordance with Section 2.1 hereof.
12.2.2 A certificate, dated the Closing Date, by each of the Buyers in the form described in Section 9.1.3 above.
12.2.3 The opinion of the Buyers' corporate counsel, dated the Closing Date, referenced in Section 9.4;
12.2.4 Governmental certificates showing that each of the Buyers and Triathlon is duly incorporated and in good standing in the State of Delaware, and that each of the Buyers is duly qualified to transact business in the State of Nebraska, in each case dated not more than forty-five (45) calendar days before the Closing Date;
12.2.5 Certified resolutions of the Board of Directors of the Buyers and Triathlon approving the execution and delivery of this Agreement and each of the other documents and agreements referred to herein and authorizing the consummation of the transactions contemplated hereby and thereby;
12.2.6 Copies of the Articles of Incorporation and Bylaws of the Buyers, and all amendments thereto, certified by the Buyers' corporate secretary as of the Closing Date;
12.2.7 The Promissory Note and Guaranty, the Pledge Agreement and the Employment Agreement; and
12.2.8 Such additional information and material as the Seller shall have requested in a timely manner in writing and which is reasonably necessary for the Closing.
