Buyer’s Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
Buyer’s Deliveries. The obligation of Sellers to effect the transaction contemplated hereby shall be subject to the delivery by Buyers (or the express waiver thereof in writing by Sellers or by Sellers’ performance or delivery hereunder) to Sellers of the following at or before the Closing, all of which deliveries shall be reasonably acceptable to Sellers and their counsel:
(a) Buyers shall have performed in all material respects each of their agreements, covenants and obligations contained in this Agreement required to be performed on or prior to the Closing, and each of the representations and warranties of Buyers contained in this Agreement shall be true and correct in all material respects on and as of the Closing as if made on and as of such date, and each of the representations and warranties made as of a specified date prior to Closing shall have been true and correct in all material respects as of such earlier date, in each case except as contemplated or permitted by this Agreement;
(b) Immediately available funds by wire transfer in the amount of the Purchase Price;
(c) An instrument of assumption evidencing Buyers’ assumption of the Assumed Liabilities in accordance with Section 2.1 in a form reasonably acceptable to the parties;
(d) A certificate, with attachments, with respect to the matters set forth in Section 6.3(a) and as to Buyers’ charter documents, corporate resolutions, and incumbency of officers signed by the duly authorized Presidents and Secretaries of Buyers;
(e) The Procurement Agreement signed by Buyers;
(f) The Transition Agreement signed by Buyers; and
(g) Certificates of good standing as of the most recent practicable date from the Secretaries of State where Buyers are incorporated.
Buyer’s Deliveries. Alpine and Buyer shall deliver, or cause to be delivered, the following documents to Sellers at or before the Closing, all of which shall be in form and substance reasonably acceptable to Sellers and their counsel:
(a) Immediately available funds by wire transfer in the amount of the Purchase Price;
(b) The Warrant;
(c) An opinion, dated the Closing Date, from Proskauer Rose LLP, counsel to Alpine and Buyer, in form and substance satisfactory to the Sellers and Buyer;
(d) An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1;
(e) An executed counterpart of the Supply and Transitional Services Agreement, in form and substance reasonably satisfactory to Sellers and Buyer;
(f) An executed counterpart of the Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer;
(g) An executed counterpart of the Amended and Restated Trademark License Agreement, in form and substance reasonably satisfactory to Sellers and Buyer;
(h) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer;
(i) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer;
(j) A completed Form III or Form IV (as defined in the Connecticut Transfer Act) executed by Buyer as the Certifying Party (as defined in the Connecticut Transfer Act) to the extent necessary and applicable to the Wallingford Property;
(k) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and
(l) Each other document required to be delivered to Sellers hereunder or that any of the Sellers may reasonably request in connection with the transactions contemplated hereby.
Buyer’s Deliveries. On or before the Closing Date, Xxxxx shall deliver the following to Closing Agent (“Xxxxx’s Deliveries”):
(i) An amount in immediately available “good funds” equal to the Purchase Price, plus Buyer’s share of closing costs, prorations and expenses as set forth in this Agreement.
(ii) Any and all other instruments reasonably required by Xxxxx’s lender, Closing Agent or otherwise necessary to Close the transactions contemplated by this Agreement.
Buyer’s Deliveries. On or prior to the Closing Date, Buyer shall pay the Interest Owners the Purchase Price, as adjusted pursuant to this Contract, and shall deliver or cause to be delivered to the Interest Owners the following agreements, documents and other items, which shall be in form and substance reasonably satisfactory to the Interest Owners:
(a) a closing statement to evidence the parties’ agreement regarding the allocations, pro-rations and hold-backs relating to the Property, the payment of closing costs as allocated hereunder, and any resulting adjustment of the Purchase Price; and
(b) such additional documents as might be reasonably requested by the Interest Owners to evidence Buyer’s authority to consummate the purchase of the Interests from the Interest Owners.
Buyer’s Deliveries. Each of the deliveries required to be made to Sellers pursuant to Section 4.2 shall have been so delivered.
Buyer’s Deliveries. Buyer hereby covenants and agrees to deliver or cause to be delivered to Escrow Holder at least one (1) business day prior to the Closing Date the following funds, instruments and documents, the delivery of each of which shall be a condition to the Close of Escrow:
Buyer’s Deliveries. On or before 12:00 p.m. on the Closing Date, Buyer shall deliver to Escrow Agent the items described in this Article 7.
