Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver to Seller:
Closing Deliveries of Purchaser. At the Closing, Purchaser will deliver to the Company the following (each in a form and substance reasonably satisfactory to the Company):
(a) the Cash Amount in accordance with Section 1.8;
(b) the Transition Agreement, executed by Purchaser;
(c) the License Agreement, executed by Purchaser;
(d) the Non-Competition Agreement, executed by Purchaser;
(e) a certificate of Purchaser signed by an executive officer of Purchaser certifying that the conditions set forth in Section 2.2(b) and Section 2.2(c) above have been satisfied;
(f) a certificate of the Secretary of Purchaser, certifying that attached thereto are true and complete copies of (i) the Governing Documents of Purchaser, as amended through and in effect on the Closing Date, and (ii) member resolutions authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of Purchaser executing this Agreement and each Transaction Document on behalf of Purchaser;
(g) a certificate of good standing of Purchaser issued by the Delaware Secretary of State;
(h) the Lease Assignments, executed by Purchaser;
(i) the Facility Use Agreements, executed by Purchaser;
(j) Local Asset Transfer Agreements, executed by Purchaser;
(k) the Assignment and Assumption Agreement, executed by Purchaser; and
(l) the Intellectual Property Assignment and Assumption Agreement, executed by Purchaser.
Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated in writing by Seller.
Closing Deliveries of Purchaser. Subject to the conditions set forth in this Agreement, at or prior to the Closing, Purchaser shall deliver or cause to be delivered to the Seller or the Lender (as applicable):
(a) payment of the Purchase Price, in the applicable manner set forth in Section 2.4;
(b) payment of the AEP Deposit Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date;
(c) payment of the MAR Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date;
(d) the Assignment of LLC Interests, duly executed by Purchaser;
(e) the Seller Lien Pledge Agreement, duly executed by Purchaser;
(f) the Membership Certificate and Blank Interest Power, with the blank interest power duly executed by Purchaser;
(g) the Intercreditor Agreement, duly executed by Purchaser;
(h) the Loan Agreement, duly executed by Purchaser;
(i) each of the Guaranties, duly executed by the Guarantors, as applicable;
(j) each of the Security Instruments, duly executed by the Grantors, as applicable;
(k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable;
(l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date;
(m) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser;
(n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser;
(o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable), in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf of Purchaser, this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party;
(p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying (i) as to the resolutions of the member(s) and manager(s) ...
Closing Deliveries of Purchaser. 3.3.1 At the Closing, the Purchaser will deliver or cause to be delivered to the Shareholder Representative all of the following (unless waived by the Shareholder Representative in writing):
3.3.1.1 a good standing or equivalent certificate dated the Closing Date for the Purchaser;
3.3.1.2 an officer certificate dated the Closing Date as to the corporate proceedings of the Purchaser approving the Contemplated Transactions;
3.3.1.3 an officer certificate dated the Closing Date as to (i) the performance of the covenants of the Purchaser to be performed prior to the Closing, subject to the materiality qualifiers set forth in Section 10.2.2, and (ii) the correctness of the representations and warranties of the Purchaser herein given, subject to the materiality qualifiers set forth in Section 10.2.1;
3.3.1.4 (i) the Shareholder Releases, (ii) the Non-Solicitation Agreements, and (iii) the IP Assignment Agreements, countersigned by the relevant Shareholders to those delivered by the Purchaser in Section 3.2.8;
3.3.1.5 confirmation that Tilray is in good standing as a “reporting issuer” under the securities laws of each of the provinces of Canada other than Quebec;
3.3.1.6 confirmation that Tilray has timely filed or furnished all reports required by the Securities Exchange Act to be filed or furnished with the U.S. SEC; and
3.3.1.7 a copy of a treasury order or direction by Tilray to its transfer agent which shall provide that the transfer agent shall issue any Tilray Shares free of any restrictive legends and with no stop order regarding those shares on its book; and
3.3.1.8 all such other assurances, consents, agreements, documents and instruments, including, as may be contemplated by this Agreement or as reasonably required by the Purchaser to complete the Contemplated Transactions; all of which will be in form and substance satisfactory to the Shareholder Representative, acting reasonably.
3.3.2 On each of the Deferred Date and the Milestone Payment Date, the Purchaser will deliver or cause to be delivered to the Shareholder Representative all of the following (unless waived by the Shareholder Representative in writing):
3.3.2.1 confirmation that Tilray is in good standing as a “reporting issuer” under the securities laws of each of the provinces of Canada other than Quebec;
3.3.2.2 confirmation that Tilray has timely filed or furnished all reports required by the Securities Exchange Act to be filed or furnished with the U.S. SEC; and
3.3.2.3 a copy of a tre...
Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver (or cause to be delivered) each of the following:
(a) the Purchase Price by wire transfer of immediately available funds to an account designated by Seller;
(b) a certificate of an executive officer of Purchaser, dated the Closing Date, certifying as to the fulfillment of the conditions specified in Sections 9.1 and 9.2; and
(c) a certificate of the Secretary of Purchaser, dated the Closing Date, setting forth the resolutions of the board of directors of Purchaser approving this Agreement, the Ancillary Agreements and all other documents contemplated hereby and thereby, and authorizing the transactions contemplated hereby and thereby.
Closing Deliveries of Purchaser. Seller will have received from Purchaser the following items:
(i) the Purchase Price (after application of the Deposit as provided in Section 2.1), after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 2.4, together with any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.10);
(ii) a counterpart original of the Lease Assignment, duly executed by Purchaser;
(iii) a counterpart original of the Contract Assignment, duly executed by Purchaser;
(iv) a counterpart original of the Intellectual Property Assignment, duly executed by Purchaser;
(v) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”);
(vi) a counterpart original of the Ground Lease Assignment, duly executed by Purchaser;
(vii) a counterpart original of the Xxxxxxx Assignment, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the Xxxxxxx Rejection Notice pursuant to Section 6.7(c);
(viii) any certificates or similar documents, if any, required by a Governmental Entity in connection with the sale of the Properties;
(ix) a counterpart original of the Closing Statement duly executed by Purchaser; and
(x) a counterpart original of the Billboard Assignment, duly executed by Purchaser.
Closing Deliveries of Purchaser. In addition to the Purchase Price, at the Closing, Purchaser shall deliver to Seller the following, which shall be in a form reasonably satisfactory to Seller:
(a) The Purchaser Closing Certificate.
(b) Such other instruments and documents as are reasonably requested by Seller to carry out and effect the purpose and intent of this Agreement.
Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Sellers:
9.3.1 a bxxx of sale, for the Target Assets, duly executed by Purchaser and any other documents, instruments and writings (either executed counterparts or otherwise) required or reasonably requested by Sellers to be delivered by Purchaser pursuant to this Agreement for Sellers to transfer and assign the Target Assets and Assumed Liabilities to Purchaser and for Purchaser to assume the Target Assets and Assumed Liabilities, each in form and substance reasonably satisfactory to Sellers and Purchaser;
9.3.2 a copy, certified by an authorized officer of Purchaser to be true, complete and correct as of the Closing Date, of the resolutions of Purchaser, authorizing and approving the transactions contemplated hereby;
9.3.3 the certificate required by Section 8.1, duly executed by an officer of Purchaser;
9.3.4 the Transition Services Agreement, duly executed by Purchaser; and
9.3.5 the Closing Payment and, to the extent not already paid, the Assumed Cure Amounts.
Closing Deliveries of Purchaser. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall deliver, or cause to be delivered, to Sellers' Representative, on behalf of Sellers and the holders of the Options, as applicable, the following:
(i) the Preliminary Purchase Price, as adjusted pursuant to Section 2.08 (less the Purchase Price Escrow Amount and the Indemnification Escrow Amount), by wire transfer in immediately available funds to the bank account or accounts designated by Sellers' Representative in writing not less than two (2) business days prior to the Closing;
(ii) a counterpart, executed by Purchaser, of the Escrow Agreement dated as of the Closing Date; and
(iii) each of the documents required to be delivered by Purchaser pursuant to Section 8.02 that has not been delivered prior to the Closing.
(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall cause all Indebtedness set forth in Schedule II hereto to be paid in full.
