Closing Deliveries by Purchaser. Purchaser shall deliver or cause to ------------------------------- be delivered to Seller the following:
(i) the Purchase Price, payable to an account designated by Seller (other than the Escrowed Funds, which will be delivered to the Escrow Agent);
(ii) the Escrow Agreement;
(iii) an Assignment and Assumption Agreement in respect of the Leased Real Estate in the form of Exhibit E-1 to E-3 attached hereto (collectively the "Assignment and Assumption of Leased Real Estate");
(iv) an Assignment and Assumption Agreement in respect of the Xxxx Leases in the form of Exhibit F attached hereto (the "Assignment and Assumption of Xxxx Leases");
(v) an Assignment and Assumption in respect of the Assumed Contracts in the form of Exhibit G attached hereto (the "Assignment and Assumption of Assumed Contracts")
(vi) an Assignment and Assumption Agreement in respect of the Assumed Liabilities other than the Leased Real Estate, the Xxxx Leases and the Assumed Contracts, in the form of Exhibit H attached hereto (the "Assignment and Assumption of Other Assumed Liabilities");
(vii) a closing statement mutually acceptable to Purchaser and Seller (the "Closing Statement");
(viii) the Supply Agreement;
(ix) the License Agreement; and
(x) all other documents and instruments reasonably required to be delivered to Seller at or prior to the Closing to evidence the consummation of the transactions contemplated hereby.
Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) The payments to be delivered by Purchaser pursuant to Section 1.3(a); (b) Evidence of the wire transfer of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to resolutions of the board of directors of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; (d) The Xxxx of Sale and Assignment Agreement, executed by Purchaser, reflecting the assumption of the Liabilities set forth in Section 1.4(a), together with all such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties thereto; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and (h) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement.
Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver the Consideration to the Sellers by wire transfer of immediately available funds in United States dollars to such account or accounts as the Sellers may direct by written notice to Purchaser.
Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller:
(a) The balance of the Purchase Price after the application of the Escrow Deposit thereto by wire transfer in immediately available funds pursuant to wire instructions that Seller shall deliver to Purchaser prior to Closing.
(b) The certificates and other documents required to be delivered pursuant to Section 7.01.
(c) An opinion of Purchaser's counsel substantially in the form of Exhibit C subject to customary qualifications. All deliveries under Sections 2.06 and 2.07 shall occur simultaneously.
Closing Deliveries by Purchaser. In addition to delivery of the amount required under Subsection 4(a) above, Purchaser agrees to execute and deliver at the Closing, or cause to be executed and delivered at Closing:
(a) Immediately available funds in the amount provided in Subsection 4(a);
(b) Such instruments as shall be necessary or desirable in the judgment of the Sellers to effect the assumption by Purchaser of the Lease and the Assumed Contracts;
(c) Certified copy of resolutions duly adopted by the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement and consummation of transactions described herein, which shall be in full force and effect at the time of delivery;
(d) A certificate signed by the president of Purchaser to the effect that all representations and warranties of Purchaser contained in this Agreement are true at and as of Closing, that Purchaser has performed all agreements on its part required to be performed hereunder, and that Purchaser is not in default under any of the provisions of this Agreement;
(e) Written consent from the bank, approving the transactions herein;
(f) Certified copy of resolutions authorizing Richxxx X. Xxxxxxxx xx act or sign documents on behalf of Purchaser as an authorized agent; and
(g) With respect to Lease deposits, Sellers shall not seek nor accept the return of the Lease deposit, or any part thereof, and Purchaser shall pay to Sellers at Closing, among other payments, an amount sufficient to cover Sellers' Lease deposit with Lessor. In the event lessor terminated the Lease agreement and the termination is based upon the change of lessees, Sellers shall request return of Lease deposit from lessor and return to Purchaser the amount received from lessor.
Closing Deliveries by Purchaser. Purchaser shall deliver or cause to be delivered to Seller the following items at the Closing:
(i) the Purchase Price;
(ii) a certificate duly executed by a duly authorized officer of Purchaser and dated as of the Closing Date attesting to the matters set forth in Sections 7.3(b) and 7.3(c);
(iii) counterparts of the General Assignment and Assumption, duly executed by Purchaser and dated as of the Closing Date;
(iv) any Conveyance Instruments in respect of the Land to which Purchaser is a party, in each case duly executed by Purchaser and dated as of the Closing Date;
(v) counterparts of the Equity Interest Assignment, duly executed by Purchaser and dated as of the Closing Date;
(vi) counterparts of an amended and restated limited liability company agreement of Seller, duly executed by Purchaser and dated as of the Closing Date, substantially in the form of Exhibit F attached hereto (the “Operating Agreement Amendment”); and
(vii) all such other instruments of assumption reasonably requested by Seller or CREC, in form reasonably satisfactory to Purchaser and CREC, as are necessary for Purchaser to assume the Assumed Liabilities in accordance with the terms hereof.
Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller:
(i) payment of the full amount of the Purchase Price by wire transfer of immediately available funds to an account of Seller designated to Purchaser;
(ii) executed counterparts of each Ancillary Agreement to which Purchaser is a party; and
(iii) all other items required to be delivered by Purchaser at the Closing pursuant to Section 8.1 of this Agreement or any other provision hereof or any Ancillary Agreement.
Closing Deliveries by Purchaser. At each Closing, Purchaser shall deliver to Seller:
(a) the Closing Purchase Price;
(b) an assignment and assumption agreement with respect to the applicable Interest duly executed by Purchaser, substantially in the form attached hereto as Exhibit B;
(c) (i) a certificate, dated as of the applicable Closing Date and executed by an authorized officer of Purchaser substantially in the form attached as Exhibit C-2, (ii) a certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit D and (iii) an incumbency certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit E; and
(d) all other previously undelivered certificates, agreements and other documents required by this Agreement, including paragraph 2 of Part IV of the applicable Acquired Companies Annex, to be delivered by Purchaser at or prior to the applicable Closing.
Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller:
(a) An amount in cash equal to the Estimated Purchase Price, in immediately available funds, to one or more accounts that have been designated by Seller at least two (2) Business Days prior to the Closing Date;
(b) Duly executed counterparts of each of the Ancillary Agreements to which Purchaser or any of its Affiliates is a party;
(c) The certificate to be delivered pursuant to Section 8.3(c);
(d) Evidence of the Purchaser Required Governmental Approvals; and
(e) Secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents, and such other customary instruments of transfer or assumption, in each case in form and substance reasonably satisfactory to Seller, as may be reasonably required to give effect to this Agreement and the Ancillary Agreements.
Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller:
(a) an original of each Transaction Document to which Purchaser is a party, duly executed by Purchaser;
(b) the payments described in Section 2.4(a)(ii), (iii), and, if applicable, (iv); and
(c) the certificates and other documents required to be delivered pursuant to Section 6.1.
