Deliveries by Purchaser Clause Samples
Deliveries by Purchaser. At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller, in form reasonably acceptable to Seller's counsel:
(a) The Cash Portion of the Purchase Price as set forth in Section 2.1(a)(i) hereof, by cashier's or certified bank check or wire transfer of immediately available funds to an account designated by Seller;
(b) The Convertible Note, duly executed by Purchaser;
(c) The First Note, duly executed by Purchaser;
(d) True and complete copies of corporate resolutions, certified as of the Closing Date by the Secretary of Purchaser as having been duly adopted by the Board of Directors of Purchaser, respectively, authorizing Purchaser's execution and delivery of this Agreement and the Related Purchaser Agreements and their consummation of the transactions contemplated hereby and thereby;
(e) Certificates duly executed by the Chairman of the Board, President or Chief Executive Officer of Purchaser, dated as of the Closing Date, certifying that, to the best of their knowledge and belief after due inquiry, (i) Purchaser has fully performed, satisfied and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing, and (ii) all of the representations and warranties of Purchaser set forth in Section 4 of this Agreement are true and correct as of the Closing Date;
(f) An opinion of counsel for the Purchaser, dated as of the Closing Date, substantially in the form attached hereto as Annex II; and
(g) All other items required to be delivered by Purchaser pursuant to any provision of this Agreement.
Deliveries by Purchaser. Purchaser shall make the following deliveries:
(i) Purchaser shall deliver to Seller an Officer’s Certificate, joined in by Rotate Black, certifying to Seller that:
(A) the representations and warranties of Purchaser and Rotate Black in Article 6 were true and correct in all material respects as of the date of this Agreement;
(B) the representations and warranties of Purchaser and Rotate Black in Article 6 are true and correct in all material respects on the Closing Date as if made at and as of Closing;
(C) Purchaser and Rotate Black have performed, complied with or satisfied in all material respects all the obligations, agreements and conditions under this Agreement that each is required to perform, comply with or satisfy prior to or at Closing; and
(D) resolutions in the form attached to the Officer’s Certificate were duly adopted by the board of directors of Purchaser and Rotate Black, respectively, to authorize the execution, delivery and performance of this Agreement;
(ii) Purchaser shall deliver to Seller a certified copy of Purchaser’s certificate of incorporation and by-laws;
(iii) Purchaser shall deliver to Seller a certificate of good standing of Purchaser issued not earlier than 10 days prior to the Closing Date by the Secretary of State of Delaware;
(iv) Purchaser shall deliver to Seller a certified copy of the resolutions of Rotate Black’s board of directors authorizing the execution, delivery and performance of this Agreement; and
(v) Purchaser shall deliver to Seller any other documents and instruments that Seller or their counsel reasonably requests.
Deliveries by Purchaser. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following:
(i) the cash portion of the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated by Seller in writing prior to the Closing Date;
(ii) the Assignment and Assumption Agreement, executed by Purchaser;
(iii) the Disposal Capacity Agreements, executed by Purchaser or its affiliate, as applicable;
(iv) the Tank Rental Agreement, executed by Purchaser or its affiliate, as applicable;
(v) the Estimated Closing Statement;
(vi) the Promissory Note, executed by the Purchaser;
(vii) the Registration Rights Agreement, executed by the Purchaser;
(viii) shares of the Purchaser’s Perpetual Preferred Stock in the liquidation amount as determined by Section 2.2;
(ix) the number of shares of the Purchaser’s Common Stock equal in value to the amount described in Section 2.2;
(x) certified resolutions of the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement and the transactions contemplated herein; and
(xi) any other documents or instruments reasonably required by Seller to consummate the transactions contemplated by this Agreement.
Deliveries by Purchaser. On the Closing Date, Purchaser shall deliver, or shall cause to be delivered, to Seller the following:
(a) Purchaser's Secured Promissory Note as provided in Section 2.2;
(b) duly executed Assignment and Assumption Agreement;
(c) duly executed Security Agreement; and
(d) all such other documents and instruments as Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the acquisition by Purchaser of the Purchased Assets and the assumption by Purchaser of (i) any of Seller's Pollution Control Bonds assumed on or prior to the Closing pursuant to Section 2.4 hereof, and (ii) the Assumed Liabilities.
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.
Deliveries by Purchaser. At the Closing, Purchaser shall deliver the following items, duly executed by Purchaser as applicable, all of which shall be in a form and substance reasonably acceptable to Seller and Seller’s counsel:
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller the following:
(a) The payment described in Section 2.1(b).
(b) An executed Assumption Agreement.
(c) Such other documents, opinions, instruments and certificates, in form and substance reasonably satisfactory to Seller, as Seller may reasonably request.
Deliveries by Purchaser. Purchaser hereby delivers to the Company ----------------------- (i) this Exercise Agreement, (ii) two (2) copies of a blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached --------- hereto (the "Stock Powers"), both executed by Purchaser (and Purchaser's spouse, if any), (iii) if Purchaser is married, a Consent of Spouse in the form of Exhibit 2 attached hereto (the "Spouse Consent") executed by Purchaser's spouse, --------- and (iv) the Exercise Price and payment or other provision for any applicable tax obligations in the form of _______________, [ADD DESCRIPTION OF METHOD OF PAYMENT (USUALLY A "CHECK")] a copy of which is attached hereto as Exhibit 3. ---------
Deliveries by Purchaser. Purchaser shall have effected the deliveries required pursuant to Section 8.3 below.