Deliveries on the Closing Date Sample Clauses
Deliveries on the Closing Date. At the Closing, the Selling Stockholders shall deliver or cause the Company to deliver, as applicable, to Purchaser: · copies of resolutions, certified by the Secretary of the Company and an authorized person of each Selling Stockholder, respectively, as to the authorization of this Agreement and all of the transactions contemplated hereby; · copies of the releases from Affiliates of the Company, pursuant to Section 6.12; · stock certificates from each of the Selling Stockholders representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached and otherwise sufficient to transfer the Shares to Purchaser free and clear of all Liens; · all documents required to transfer from Controlling Owner to Purchaser, free and clear of all Liens, all title and ownership of all shares or other equity interest (with all requisite transfer tax stamps attached and otherwise sufficient to transfer such shares and equity interest) held by the Controlling Owner in Precision de Mexico; · certificates of good standing dated not more than ten (10) Business Days prior to the Closing Date with respect to the Company issued by the Secretary of State of the State of Nebraska and for each state in which the Company is qualified to do business as a foreign corporation and with respect to each Subsidiary issued by the appropriate governmental official as to the good standing of such Subsidiary; provided that with respect to Precision de · Mexico, the Selling Stockholders shall deliver instead a joint certification from said Subsidiary’s chief executive officer and chief financial officer stating that as at the Closing Date no action has been taken to dissolve and liquidate said Subsidiary and that said Subsidiary is in substantial compliance with its obligations under the Laws of Mexico; · all instruments and documents necessary to release any and all Liens other than Permitted Exceptions, including appropriate UCC financing statement amendments (termination statements); · the certificate indicating the amount of Indebtedness to be repaid as of the Closing, pursuant to Section 6.16; and · affidavits of non-foreign status from each of the Selling Stockholders that complies with Section 1445 of the Code (a “FIRPTA Affidavit”).
Deliveries on the Closing Date. The Company and the Purchaser, as applicable, shall make the following deliveries on the Closing Date:
Deliveries on the Closing Date. On the Closing Date, the Parties shall deliver the following, which shall be true, correct, and complete in all respects where applicable:
(a) By the Sellers:
(i) stock powers with medallion signature guarantee acceptable to the Transfer Agent, representing the Deferred Shares, endorsed in blank;
(b) By the Purchasers:
(i) the Deferred Consideration.
Deliveries on the Closing Date. On the Closing Date and prior to the execution of the Closing Certificate, Sellers shall deliver or cause the Company to deliver, as applicable, to Purchaser the items as listed in Exhibit C.
Deliveries on the Closing Date. On the Closing Date:
(i) TransWestern shall deliver to Seller the Cash Price, by wire transfer of immediately available funds to an account designated by Seller, and the Seller Note.
(ii) TransWestern shall deliver to Seller (A) the various certificates, instruments and documents referred to in Section 5.1(b) and (B) such other instruments of assumption as Seller may reasonably request in form reasonably satisfactory to Seller and consistent with the provisions of this Agreement.
(iii) Seller shall deliver to TransWestern a ▇▇▇▇ of sale in the form attached hereto as Exhibit B.
(iv) Seller shall deliver to TransWestern (A) the various certificates, instruments and documents referred to in Section 5.1(a) and (B) all other documents, instruments of sale, transfer, conveyance and assignment as TransWestern may reasonably request with respect to the Purchased Assets in form and substance reasonably satisfactory to TransWestern and consistent with the provisions of this Agreement.
(v) Seller shall deliver to TransWestern evidence that all Security Interests (other than Permitted Security Interests) in any of the Purchased Assets have been released and all of Seller's outstanding Indebtedness has been satisfied and paid in full.
Deliveries on the Closing Date. On or before the Closing Date, AGC shall deliver or cause to be delivered to USMetals and AGF, as applicable, the following documents and instruments in exchange for delivery of the items specified in Section 9 and 10 below:
(i) two (2) original, executed counterparts of the General Assignment and Assumption and B▇▇▇ of Sale in the form of Exhibit “D” attached hereto;
(ii) all Acceptances to the Assignments duly executed by AGC that accept the assignment and the transfer of good and marketable title to the Mining Claims and the AGF Mining Claims to AGC;
(iii) a duly executed and delivered original stock certificate for One Hundred Four Million Two Hundred Thousand (104,200,000) shares of common stock of AGC with the applicable legend restriction issued to USMetals; and
(iv) a duly executed and delivered original stock certificate for Twenty Eight Million Eight Hundred Thousand (28,800,000) shares of common stock of AGC with the applicable legend restriction issued to AGF.
Deliveries on the Closing Date. (a) At the Closing, Seller will deliver, or cause to be delivered, to Purchaser the following:
(i) the Transferred Assets;
(ii) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit B, duly executed by Seller;
(iii) the Assignment and Assumption Agreement in the form attached hereto as Exhibit E (the “Assignment and Assumption Agreement”) duly executed by Seller;
(iv) a certificate of an officer of Seller, dated the Closing Date, that attaches (i) the resolutions of the Board of Directors and the stockholders of Seller authorizing the execution of this Agreement and the performance of the contemplated transactions and (ii) an incumbency certification and signatures of the officers of Seller executing this Agreement in form satisfactory to Purchaser;
(v) various certificates, instruments, and documents referred to in this Agreement, and such other certificates, instruments, and documents, as Purchaser shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Purchaser.
(b) At the Closing, the Purchaser shall deliver to the Seller the Purchase Price and the Assignment and Assumption Agreement duly executed by the Purchaser.
Deliveries on the Closing Date. Purchaser shall have delivered or cause ------------------------------ to be delivered to Seller the following documents on or prior to the Closing Date:
(a) An executed original of this Agreement, the Secured July Note, the Secured Purchaser's Note, the Security Agreement and UCC-1 financing statements to be filed in the States of Colorado, Kansas, Wisconsin and Missouri in connection with the Security Agreement, which have been executed by Purchaser; provided, however, that Seller shall be -------- ------- 22 responsible for preparing and delivering the UCC-1 financing statements to Purchaser on or prior to the Closing Date.
(b) A copy of the treasury request issued to Convergent's transfer agent pursuant to Section 4.2(d).
(c) Certified copies of resolutions adopted by the Board of Directors of Purchaser authorizing the execution of this Agreement and the purchase of the Purchased Assets and the assumption of the Assumed Liabilities in accordance with the terms hereof.
(d) Certified copies of resolutions adopted by the Board of Directors of Convergent authorizing the issuance of the Convergent Stock.
(e) An opinion of Purchaser's counsel substantially in the form of Exhibit F. ---------
(f) An Officer's Certificate executed by an authorized officer of Purchaser certifying that all of Purchaser's representations and warranties contained in Section 7 are true and correct on the Closing Date.
(g) A copy of Convergent's Form 10-Q for the quarterly period ended September 30, 1998, previously provided to the holders of the senior notes of Convergent.
Deliveries on the Closing Date. On the Closing Date, ▇▇▇▇▇ and HEMG shall execute and deliver to Aspen the following: (i) The Lock-Up/Leak-Out Agreement; (ii) The Mutual Release Agreement (to which either of them is a party). (iii) The Consulting Agreement.
Deliveries on the Closing Date. On the Closing Date:
(i) TransWestern shall deliver (A) the Ad Ideas Payment to Ad Ideas, and (B) the Closing Payment to Seller;
(ii) TransWestern shall deliver the Bill ▇▇ Sale, Assignment and Assumption Agreement, in the form attached hereto as Exhibit A;
(iii) TransWestern shall reimburse the Pre-Paid Direct Costs to Seller, solely with respect to the Unpublished Directories (i.e., the Gateway Directory and Southwest Texas Directory), and solely in the amount(s) set forth on the attached Closing Schedule; and
(iv) TransWestern shall deliver to Seller (A) the various certificates, instruments and documents referred to in Section 5.1(b), and (B) such other instruments of assumption as Seller may reasonably request in form reasonably satisfactory to Seller and consistent with the provisions of this Agreement.