Deliveries by Buyer Clause Samples

Deliveries by Buyer. (a) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) the Closing Date Cash Purchase Price; (ii) the stock certificates or, if uncertificated, other evidence of ownership representing the Equity Consideration (or, if applicable, other similar documentation evidencing the Equity Consideration), registered in the name of Seller, free and clear of any Encumbrances (other than those arising under the Standstill and Stockholder Agreement); (iii) the certificate to be delivered pursuant to Section 7.3(c); and (iv) a counterpart of each Ancillary Agreement (other than the Standstill and Stockholder Agreement), duly executed by an authorized Representative of Buyer. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to the Escrow Agent, the following: (i) by wire transfer to the bank accounts that have been designated in writing by the Escrow Agent with respect to the Indemnity Escrow Amount and the Purchase Price Adjustment Escrow Amount at least two Business Days prior to the Closing Date (the bank account designated with respect to the Indemnity Escrow Amount, the “Indemnity Escrow Fund” and the bank account designated with respect to the Purchase Price Adjustment Escrow Amount, the “Purchase Price Adjustment Escrow Fund”) the amount of cash equal to the sum of the Indemnity Escrow Amount and the Purchase Price Adjustment Escrow Amount, which amounts shall be held by the Escrow Agent subject to the terms and conditions of an escrow agreement, to be executed among Seller, Buyer and W▇▇▇▇ Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”) substantially in the form attached as Exhibit B hereto (the “Escrow Agreement”); and (ii) a counterpart of the Escrow Agreement, duly executed by an authorized Representative of Buyer. (c) At the Closing, Buyer shall deliver, or cause to be delivered, on behalf of the Company, by wire transfer(s) to lenders and payees of the Indebtedness for borrowed money of the Company, pursuant to the pay-off letters referenced in Section 6.19, at the bank accounts that have been designated by the Company at least two Business Days prior to the Closing Date, an amount of cash equal to the Estimated Indebtedness set forth in such pay-off letters.

Deliveries by Buyer. Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

Deliveries by Buyer. At the Closing, Buyer will deliver, or cause to be delivered, the following: (a) The Purchase Price, as adjusted pursuant to Section 3.3, by wire transfer of immediately available funds denominated in U.S. dollars in accordance with Seller's instructions or by such other means as are agreed upon by Seller and Buyer; (b) The Assignment and Assumption Agreement, duly executed by Buyer; (c) All such other instruments of transfer or assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for the sale, conveyance, assignment and transfer of the Assets to, or the assumption of the Assumed Liabilities by, Buyer in accordance with this Agreement; (d) Copies, certified by the Secretary or Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby; (e) A certificate of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (f) An opinion from Buyer's general counsel, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (g) Certified copies of any and all consents, waivers or approvals obtained or required to be obtained by Buyer from Government Authorities or non-governmental Persons with respect to the transfer of the Assets or the consummation of the transactions contemplated by this Agreement; (h) Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably requested by Seller in connection herewith; (i) Certificate of Good Standing with respect to Buyer, issued by the Secretary of State of Arizona; and (j) A certificate dated the Closing Date executed by Buyer's Chief Financial Officer to the effect that, to such officer's knowledge, the conditions set forth in Sections 7.2(e), (f) and (g) have been satisfied by Buyer.

Deliveries by Buyer. At the Closing and simultaneously with the payment of the Purchase Price to Sellers, Buyer has delivered (or has caused to be delivered) to Sellers originals, or copies if specified, of the following agreements, documents and other items: (a) The Purchase Price to be paid at the Closing pursuant to SECTION 3.01 by wire transfer to accounts designated by Sellers; (b) The Security Agreement, executed by Sellers, in the form attached as EXHIBIT 4.02(a); (c) Copies of all resolutions adopted by the Board of Directors of Buyer authorizing and approving the execution and delivery of this Agreement and all agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, certified to be true and complete and in full force and effect by the corporate Secretary of Buyer; (d) An Assignment and Assumption Agreement, executed by Buyer, in the form attached hereto as EXHIBIT 4.02(d); (e) A Certificate executed by Buyer acknowledging delivery by Sellers of the items set forth in SECTION 4.02 of this Agreement and certifying that Buyer has performed in all respects all of the covenants, agreements, obligations and conditions required under this Agreement to be performed, complied with or fulfilled by Buyer on or before the Closing Date; (f) The Noncompetition Agreements, executed by Buyer; (g) A Certificate of Good Standing of Buyer issued by the Secretary of State of the State of Delaware, dated within fifteen (15) days of the Closing; and (h) Such other documents and certificates, as Sellers shall reasonably request.

Deliveries by Buyer. Prior to or at the Closing, Buyer shall deliver to Sellers the following:

Deliveries by Buyer. 18 ARTICLE III

Deliveries by Buyer. At the Closing, BUYER shall deliver the following to SELLER: (a) The shares as contemplated by section 1. (b) The documents contemplated by Section 4. (c) All other documents, instruments and writings required by this Agreement to be delivered by BUYER at the Closing.

Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller: (1) payment of the Purchase Price; and (2) a certified copy of all necessary corporate action approving Buyer’s execution, delivery and performance of this Agreement.

Deliveries by Buyer. At or prior to the Closing, Buyer will deliver the following to Seller: (a) the Assignment and Assumption Agreement, duly executed by Buyer; (b) the Transitional Services Agreement, duly executed by Buyer; (c) the certificate contemplated by Section 8.3(c); (d) all consents, waivers, or approvals obtained by Buyer from third parties in connection with this Agreement; (e) a long-form certificate of good standing with respect to Buyer, to the extent applicable (dated as of a recent date prior to the Closing Date but in no event more than 15 Business Days before the Closing Date), issued by the Secretary of State (or other duly authorized official) of the State of Delaware; (f) a copy, certified by an authorized officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby, together with a certificate by the Secretary of Buyer as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements; (g) all such other documents, instruments, and undertakings as are reasonably requested by Seller in connection with the assumption by Buyer of the Assumed Obligations in accordance with this Agreement or any Ancillary Agreement; and (h) such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement.