Xxxxxx'x Deliveries. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at Seller's offices, at 10:00 a.m. New York City time on October 26, 2001 or such other date as may be mutually agreed upon in writing by the parties hereto. At the Closing, (a) Seller shall deliver to Purchaser the contents of the Database (as defined on Schedule 1.1) and shall arrange for delivery to Purchaser, by United Parcel Service, Federal Express or such other reputable common carrier as Seller and Purchaser jointly may choose, of the web server component of the Hardware (as defined on Schedule 1.1) and Board Software (as defined on Schedule 1.1) and (b) Purchaser shall deliver to Escrow Agent one or more stock certificates that shall in the aggregate represent all of the Shares, duly endorsed for transfer to Seller with such endorsement Medallion guaranteed and accompanied by appropriate standard corporate resolutions authorizing the conveyance of the Shares to Seller. All deliverables shall be deemed delivered simultaneously and all transactions contemplated thereby shall be deemed to take place simultaneously. On or before November 5, 2001, Seller shall deliver to Purchaser, by United Parcel Service, Federal Express or such other reputable common carrier as Seller and Purchaser jointly may choose, the database server component of the Hardware.
Xxxxxx'x Deliveries. At the closing, Xxxxxx shall deliver to Big Tex: i. A check for the cash portion of the purchase price as specified herein; ii. Checks in an amount sufficient to pay the net amount due for items listed in Exhibit E, and iii. A check payable to the Big Tex Outdoor Advertising, Inc. in the amount of $2,500 for the transfer of Big-Tex's outdoor advertising permits (see attached Exhibit E).
Xxxxxx'x Deliveries. At Effective Date, Sellers shall deliver to Purchaser the following rights and documents for the following:
(i) all the rights to the brands, trademarks and patents "Inual(Trademark);"
(ii) all the rights to the brands, trademarks and patents "Tepual(Trademark);"
(iii) assignment and assumption of all future rights to the brands, trademarks and patents "Inual(Trademark)" and "Tepual(Trademark) executed by Xxx Xxxxxx;"
Xxxxxx'x Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IV, Xxxxxxx shall deliver to Zendex at Closing all the following:
(i) Copies of the resolutions of Xxxxxxx’x board of directors minutes or consents authorizing the execution and performance of this Agreement and the contemplated transactions, certified by the secretary or an assistant secretary of Xxxxxxx as of the Closing Date;
(ii) Certificates for fifteen million (15,000,000) shares of Xxxxxxx Common Stock in the names of the Zendex Stockholders and in the amounts set forth in Exhibit “A;” and In addition to the above deliveries, Xxxxxxx shall take all steps and actions as Zendex and Zendex Stockholders may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby.
Xxxxxx'x Deliveries. At the Closing, Xxxxxx shall deliver to TRG:
(a) If Event 3 shall occur, written confirmation of payment of the Subscription Price in accordance with Section 1.2 hereof. If Event 4 shall occur, an Assignment of LLC Interest.
(b) Xxxxxx’x certification that the representations and warranties in Section 2.4 of this Agreement are true and correct in all material respects as of the Closing Date.
Xxxxxx'x Deliveries. Xxxxxx is hereby delivering to Buyer, against delivery of the items specified in Section 6.2:
(a) a xxxx of sale, assumption and other instruments of transfer, assignment and conveyance in form and substance reasonably satisfactory to Buyer sufficient to (i) transfer to and effectively vest in Buyer all right, title and interest in the Assets together with possession of the Assets free and clear of all Encumbrances, and (ii) at Buyer’s option, transfer to and effective with Teletouch Licenses, Inc. or any other wholly-owned subsidiary of Buyer, identified by Buyer no later than five (5) days prior to the date hereof, all rights, title and interest in and to the Permits;
(b) the Noncompetition and Nonsolicitation Agreement
(c) the Provisional Lease Agreement;
(d) the Provisional Management Agreement;
(e) the Provisional Reseller Agreement; and
(f) such other instruments, documents and certificates in form and substance reasonably satisfactory to Buyer, as Buyer shall have reasonably required.
Xxxxxx'x Deliveries. At the closing, Xxxxxx shall deliver to Xxxxx:
i. A wire transfer for the cash portion of the purchase price as specified herein; ii. Checks in an amount sufficient to pay the net amount due for items listed in Exhibit E, and iii. A check payable to the Texas Highway Beautification Fund in the amount of $1075.00 for the transfer of Edgar's outdoor advertising permits (see attached Exhibit F).
Xxxxxx'x Deliveries. At the closing, Xxxxxx shall deliver to J&J:
i. A wire transfer or cashiers check for the cash portion of the purchase price as specified herein; ii. Checks in an amount sufficient to pay the net amount due for items listed in Exhibit E. iii. Warrants to be redeemed in Xxxxxx'x shares within a 180 day period from the date of closing. The number of shares will be determined by the closing value of Xxxxxx'x shares (BWN: Amex) on the date of this Agreement's closing divided into $100,000.**
Xxxxxx'x Deliveries. At the closing, Xxxxxx shall deliver to GDM:
i. Immediately available funds to one or more accounts designed by SELLER for the purchase price as specified herein;
ii. Checks in an amount sufficient to pay the net amount due for items listed in Exhibit E.
Xxxxxx'x Deliveries. At each Asset Transfer Closing Date, Xxxxxx shall ------------------- deliver, or cause to be delivered, the following:
(A) a xxxx of sale from Xxxxxx and from each other entity, if any, which shall then own any applicable Transferred Asset(s), conveying the applicable Transferred Assets to Nexell California, each to be in a form reasonably satisfactory to the Nexell Group;
(B) individual or general contract assignments of the applicable Assigned Agreements and Service Contracts to Nexell California; and
(C) such other executed assignments, bills of sale, endorsements, notices, consents, novations, assurances and such other instruments of conveyance and transfer as counsel for Nexell California has reasonably requested and as shall be effective to vest in Nexell California Xxxxxx'x rights, title and interest in the applicable Transferred Assets.
