The Purchaser’s Deliveries Sample Clauses
The Purchaser’s Deliveries. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company:
(a) Payment to the Company of the Purchase Price (subject to Section 2.2);
(b) Upon receipt of a certificate or certificates or other instruments representing the Shares, a cross-receipt executed by the Purchaser and delivered to the Company certifying that the Purchaser has received such certificate or certificates or other instruments representing the Shares;
(c) A copy of the Registration Rights Agreement, duly executed by the Purchaser; and
(d) A copy of the Amended and Restated Shareholders Agreement, duly executed by the Purchaser.
The Purchaser’s Deliveries. The Purchaser shall have delivered to the Company Stockholders all stockholder records of the Purchaser and a true and complete copy of the Purchaser's corporate minute books.
The Purchaser’s Deliveries. Concurrently with the execution of this Agreement, the Purchaser shall deliver to the Seller, each of the following:
The Purchaser’s Deliveries. At Closing, the Purchaser shall pay or deliver to the Seller the following:
The Purchaser’s Deliveries. At the Closing, subject to the terms and conditions hereof, the Purchaser will deliver, or cause to be delivered, to Regency:
(a) Payment to Regency of the Purchase Price by wire transfer of immediately available funds to an account designated by Regency in writing at least two Business Days prior to the Closing Date; and
(b) A cross-receipt executed by the Purchaser and delivered to Regency certifying that it has received its respective Purchased Units as of the Closing Date.
The Purchaser’s Deliveries. (a) The Purchaser shall deliver to the Sellers evidence, in such form as is satisfactory to the Sellers, that each of the conditions to the obligations of the Sellers to sell the Seller Equity to the Purchaser which is set forth in Article IX has been satisfied.
(b) The Purchaser shall deliver to the Sellers the certificate required pursuant to Section 9.1.
(c) The Purchaser shall pay to Sellers upon the Closing, in immediately available funds, an amount equal to:
(i) the Purchase Price plus any Adjustment Amount due and then payable pursuant to Section 1.3 above; minus
(ii) the Deposit; minus
(iii) the amount of the Scheduled Debt (in the amounts set forth on Schedule 1.2.2 attached hereto) which is paid, credited to or assumed by the Purchaser as of the Closing Date; minus
(iv) the Gross Stock Consideration.
(d) The Purchaser shall do all things necessary on the part of the Purchaser to cause the immediate release of the Deposit to the Sellers.
(e) The Purchaser shall deliver to the Sellers the Seller Shares, issued in the names of the Sellers and representing that number of shares as specified in Schedule 2.2.2(e), hereto.
(f) The Purchaser shall deliver to the Sellers a certificate of good standing of the Purchaser issued by the appropriate officer of the State of California, dated not earlier than thirty (30) days prior to the Closing Date.
(g) The Purchaser shall deliver to the Seller copies of resolutions adopted by the board of directors of the Purchaser authorizing the transactions contemplated by this Agreement.
(h) The Purchaser shall deliver to the Sellers evidence of the payment and/or assumption of the outstanding principal and accrued interest of the Scheduled Debt set forth in Schedule 1.2.
(i) The Purchaser shall deliver to the Sellers evidence of the release and termination of all Seller Security Documents.
(j) The Purchaser shall deliver to Sellers evidence of the Purchaser's fulfillment of its obligations under Section 6.3 hereof.
The Purchaser’s Deliveries. The Purchasers shall execute and/or deliver or make available to the Selling Stockholders at the Closing, as applicable, all of the following:
a. the Cash Purchase Price, by wire transfer of immediately available funds to an account designated by the Selling Stockholders;
b. the counterpart of this Agreement duly executed by each Purchaser as of the Closing;
c. the Promissory Notes duly executed by the Company as of the Closing; and
d. any other documents or instruments that the Selling Stockholders may reasonably deem necessary or desirable to effect or evidence the transactions contemplated hereby.
The Purchaser’s Deliveries. The Purchaser shall have delivered to or for the benefit of the Seller, on or before the Closing Date, all of the documents and payments required of the Purchaser pursuant to this Agreement.
The Purchaser’s Deliveries. All of the Purchaser’s Closing Deliveries shall have been delivered to the Seller or deposited with Seller’s Solicitors in accordance with the Escrow Agreement.
The Purchaser’s Deliveries. (a) The Purchaser shall deliver the Purchase Price in the following manner: (i) the Purchaser shall set aside and hold, in accordance with Section 12.2, an amount equal to 5% of the Purchase Price (such amount being referred to herein as the "Held Back Amount"), and (ii) the Purchaser shall deliver, by wire transfer to an account identified at least five business days prior to the Closing, to the Seller an amount in cash equal to the Purchase Price minus the Held Back Amount.
(b) The Purchaser shall execute and deliver the Xxxx of Sale, Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit B. ---------
(c) The Purchaser shall deliver to the Seller a certificate of an officer of the Purchaser certifying that the Purchased Inventory to be purchased by the Purchaser hereunder is being acquired by the Purchaser for resale or rental in the ordinary course of the Purchaser's business.
(d) The Purchaser shall deliver to the Seller a certificate dated as of the Closing Date executed by an executive officer of the Purchaser, in form and substance reasonably satisfactory to the Seller to the effect that the conditions set forth in Section 9.1 have been satisfied.