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. At or prior to the Closing, the Purchaser shall deliver to the Seller the following:
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 the Closing, concurrently with the discharge of the Sellers' closing obligations, the Purchaser shall deliver to the Sellers:
(i) by bank wire transfer of immediately available funds as directed by each Seller on or prior to the Closing Date an amount equal to the Purchase Price less the Deposit and all earnings thereon and the Escrow Payment;
(ii) the opinion of counsel and certificates required by Sections 7.1, 7.4 and 7.8 of this Agreement;
(iii) a copy of the resolutions of the Board of Directors of the Purchaser authorizing the Purchaser's execution and delivery of this Agreement and the purchase of the Interests, certified by the Secretary of the Purchaser;
(iv) the Escrow Agreement;
(v) the consents, if any, needed to be obtained by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement; and
(vi) a general release in form acceptable to the Purchaser and executed by the Partnership releasing NewVector in its capacity as System Manager from any claims, liabilities and obligations the Partnership may have against NewVector in its capacity as System Manager.
The Purchaser’s Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following:
(a) The Closing Cash Purchase Price and net closing adjustment payment referred to in Sections 2.2 and 2.4.
(b) The Assignment and Assumption Agreement, referred to in Section 3, duly executed by the Purchaser.
(c) The executed opinion of Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Purchaser, referred to in Section 9.4.
(d) The certificate referred to in Section 9.5, duly executed by the Purchaser.
(e) Certified resolutions of the Purchaser referred to in Section 9.6.
(f) Copies of the consents, approvals or waivers referred to in Section 9.8.
(g) The Mutual Release referred to in Section 9.9.
(h) The Easement Termination Agreement referred to in Section 9. 10.
(i) The insurance certificate referred to in Section 5.4.
(j) A Resale Certificate for the Inventory.
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.
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. At the Closing, as a condition of the obligation of Provant to consummate the transactions contemplated by this Agreement, the Purchaser shall deliver or cause to be delivered to Provant the following (or receive Provant’s written waiver with respect thereto):
(i) A copy of the resolutions of the manager of the Purchaser certified by its Secretary as being complete and correct as of the Closing and satisfactory in form and substance to Provant, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and the acts of the officers and employees of the Purchaser in carrying out the terms and provisions hereof; and copies of the Purchaser’s Operating Agreement certified by its Secretary as being complete and correct as of the Closing;
(ii) A copy of the Purchaser’s articles of organization, certified as of a recent date by the Secretary of the Purchaser; and a certificate of good standing certified by the Secretary of State of the State of California;
(iii) Certificates representing the Provant Shares, each duly endorsed or accompanied by duly endorsed stock powers, for transfer to Provant;
(iv) The Cash Consideration;
(v) Resignations from Provant along with mutual releases with Provant dated effective as of the Closing Date from certain employees of the Business in form and substance approved by Provant and Purchaser;
(vi) Consents satisfactory in form and substance to Provant to the transactions contemplated by this Agreement where such consents are required;
(vii) A legal opinion of counsel to Purchaser, in form and substance reasonably satisfactory to Provant, that this Agreement and the Assignment and Assumption Agreement are enforceable in accordance with their terms against Purchaser; and
(viii) Such other certificates and documents as Provant and its counsel shall reasonably require.
The Purchaser’s Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following:
(a) The Sale Shares, Warrant Certificates and Additional Sale Shares, subject to the retention of the Escrow Shares.
(b) An Assignment and Assumption Agreement pertaining to the Assumed Liabilities, duly executed by the Purchaser.
(c) The executed opinions of Smith, Stratton, Wise, Heher & Brennan and Meitar, Liquornik, Geva & Co., counsel to the Purcxxxxx, rxxxxxxx to in Section 9.4.
(d) The certificate referred to in Section 9.5, duly executed by the Purchaser.
(e) Certified resolutions of the Board of Directors of the Purchaser and Parent.
(f) Copies of the consents, approvals or waivers referred to in Section 9.8.
(g) The Stockholders Agreement, described in Section 8.4 executed by Parent.
