Closing Obligations. At the Closing. (a) The Shareholders will deliver to Buyer:
Closing Obligations. At the Closing. (a) Sellers will deliver to Buyer:
Closing Obligations. At the Closing. (a) Seller and Buyer shall concurrently execute the Investment and Conversion Agreement, which is made part of and incorporated within this Agreement as Exhibit 2.4(A) (the "Investment and Conversion Agreement"); and
Closing Obligations. At the Closing. (a) Buyer shall deliver (or cause to be delivered) to Seller (or as otherwise expressly provided below) the following items (all documents, certificates and other items listed below that are required to be executed, will be duly executed and acknowledged, where required, by an authorized signatory of Buyer, Parent or, if applicable, an Affiliate of Buyer) (collectively, the “Buyer Deliverables”):
Closing Obligations. At the Closing. (a) The Seller shall deliver to the Buyer:
Closing Obligations. At the Closing. (a) SELLER shall deliver or cause to be delivered to BUYER the following (“SELLER’S Closing Documents”):
Closing Obligations. At the Closing. (a) Each Seller will deliver to Buyer a Membership Interest Transfer Power for the transfer of the Interest to Buyer, attached hereto as Exhibit A.
Closing Obligations. At the Closing. 1.11.1 Sellers will deliver the following to Buyer (collectively the “Sellers’ Closing Documents”):
Closing Obligations. At the Closing. (a) Sellers will deliver (or cause to be delivered): (i) certificates representing the Shares, duly endorsed by Seller (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange (only if so required by the Company's transfer agent), for 4 <PAGE> transfer to the Buyer; provided that if the certificates are in the name of any other Person, there shall be included duly executed stock powers with respect to such Person's stock certificates which shall effect a transfer of such certificates to the Buyer; (ii) a release, waiver and indemnity agreement executed by the Seller in favor of the Buyer and the Company relating to any amounts owed to the Seller by the Company with respect to the Shares and any other claims of the Seller and/or Seller Related Persons (other than Promecap, S.C., Madera, LLC and their respective Affiliates) against the Buyer and the Company and a release, waiver and indemnity agreement executed by Madera, LLC in favor of the Buyer and the Company relating to any claims of Madera, LLC and/or Madera, LLC's subsidiaries, Affiliates (including, without limitation, Promecap, S.C.), shareholders, partners, officers, directors, employees, attorneys and/or agents and their respective predecessors, successors and assigns against the Buyer and the Company each in the forms attached hereto as Exhibit A; (iii) a copy of a letter executed by Xxxx Xxxxxx pursuant to which Xxxx Xxxxxx resigned as a director of the Company; (iv) evidence that the Board of Directors of the Company has authorized and approved the acquisition of the Shares by the Buyer from the Seller; and (v) a certificate dated as of the date hereof executed by the Seller representing and warranting to the Buyer that each of Seller's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement. (b) Buyer will deliver: (i) by wire transfer in immediately available funds, the Purchase Price to an account designated by Seller; and (ii) a certificate, dated as of the date hereof, executed by the Buyer to the effect that each of the Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement. 3.
