Deliveries by Seller and the Company. At the Closing, Seller and the Company shall deliver to Buyer:
Deliveries by Seller and the Company. At the Closing, Seller and/or the Company shall deliver or cause to be delivered to Buyer or its attorneys the following items:
Deliveries by Seller and the Company. At the Closing, in addition to any other documents or agreements required under this Agreement, Seller shall deliver to Parent, Products and Merger Sub, as appropriate, the following:
Deliveries by Seller and the Company. At the Closing, Seller shall deliver, and shall cause the Company to deliver, to Buyer:
Deliveries by Seller and the Company. At the Closing, the Company and Seller will deliver, or cause to be delivered, unless waived by Buyer, the following to Buyer:
Deliveries by Seller and the Company. At the Closing, Seller and the Company shall have delivered or caused to be delivered to Buyer:
Deliveries by Seller and the Company. Seller or the Company shall have delivered to Purchaser the following:
Deliveries by Seller and the Company. At the Closing, Seller and the Company, as applicable, shall deliver or cause to be delivered to Acquiror and Acquisi- tion, as applicable (unless delivered previously), the following:
Deliveries by Seller and the Company. At the Closing, in addition to any other documents or agreements required under this Agreement, Seller and the Company shall deliver to Purchaser the following (in each case duly executed if the item is an Operative Document):
Deliveries by Seller and the Company. At the Closing, in addition to any other documents or agreements required under this Agreement, Seller and the Company shall deliver to Purchaser the following (in each case duly executed if the item is an Operative Document): (a) An instrument conveying the Seller Interest to Purchaser in a form acceptable to Purchaser; (b) A certificate of the manager of the Company attaching and certifying as to: (i) authorizing resolutions of the member and managers of the Company approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (ii) the incumbency and signatures of the Persons signing this Agreement and the other agreements contemplated hereby on behalf of the Company; and (iii) the articles of organization and operating agreement of the Company. (c) A Certificate of Good Standing for the Company from the State of Florida. (d) All necessary Consents from Third Parties set forth on Schedule 3.1(d)(i). (e) Employment agreement of Seller in a form acceptable to Purchaser. Membership Interest Purchase Agreement Page 29 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and Payment Data Systems, Inc. (f) Each of the Persons set forth on Schedule 4.2(f) agree to be employees of Purchaser immediately following the Closing on an at-will basis. Purchaser will offer continued or transitional employment to all of Seller’s employees; provided, however that all such employees meet and comply with Purchaser’s ordinary course hiring and new employment processes and requirements for similarly situated employees. Purchaser will have no responsibility for severance payment or for payment of compensation or benefits for services rendered by any employee of Seller on or before the Closing Date. Notwithstanding anything in this Agreement to the contrary, no such continuing employee or other employee of Seller shall be deemed to be a third-party beneficiary of this Agreement. (g) Modification of the Card Connect Residual Purchase Agreement to exclude any current or future Purchaser data traffic and to include Purchaser assuming the risk for the transactions after the Closing Date for the merchants owned by the Company. (h) Seller shall deliver to Purchaser: (i) a copy of the Company’s Quickbooks file through the Closing Date; (ii) all books and records of the Company, including, without limitation, payroll tax returns and payroll records, final payroll and year-to-date payroll reports, accounts recei...
