Closing Items. Concurrently with the execution of this Amendment, Borrower shall:
Closing Items. 3.1 At the Closing, the Company shall deliver, or cause to be delivered, the following items:
Closing Items. (a) At the Closing, VFL shall execute (where appropriate) and deliver to Purchaser the following:
Closing Items. Concurrently with the execution of this Amendment, Agilysys shall:
Closing Items. Company shall have received the items ------------- described in Section 9.3.
Closing Items. Digital Angel and DA Acquisition shall have -------------- received the items described in Section 9.2.
Closing Items. 3.1 At the Closing, Company and Founders shall deliver, or cause to be delivered, the following items: [a] a certificate representing the shares of Preferred Stock that Investor is purchasing against payment of the purchase price therefor in immediately available funds; [b] the Articles certified by the Delaware Secretary of State; [c] the Bylaws of Company ("Bylaws"), certified as to their due adoption and continued validity by the Secretary of Company; [d] the Employment, Noncompetition and Nondisclosure Agreement between Company and Pitcxxx xx the form attached hereto as Exhibit B duly executed by Company and Pitcxxx; [e] the Noncompetition and Nondisclosure Agreement between Company and each of Gans, Xxxxxx X. Axxx, Xxwrxxxx Xxxxxxx, Xxhn Xxxxxx xxx Terrxxxx X. Xxxxxx xx the form attached hereto as Exhibit C duly executed by Company and Gans; [f] the Registration Rights Agreement in the form attached hereto as Exhibit D ("Registration Rights Agreement") duly executed by Company; [g] the Shareholders Agreement in the form attached hereto as Exhibit E ("Shareholders Agreement") duly executed by Company, Founder, and each of Gans, Xxxxxx X. Axxx, Xxwrxxxx Xxxxxxx, Xxhn Xxxxxx xxx Terrxxxx X. Xxxxxx; [h] the 1998 Stock Option Plan in the form attached hereto as Exhibit F (the "Stock Option Plan") duly executed by Company; [i] the opinion of Hourxxxx, Xxuger & Quinx, xxunsel to Company, in the form attached hereto as Exhibit G; [j] the $650,000 Promissory Note executed by Company in favor of Gans Multimedia Partnership in the form attached hereto as Exhibit H (the "Note"); [k] resolutions of the Board of Directors and shareholders of Company authorizing the execution, delivery and consummation of this Agreement, the issuance of the shares of Preferred Stock, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of Company; and [l] information necessary for the preparation of a Portfolio Financing Report on SBA Form 1031 with respect to Company.
Closing Items. 1. The Borrower shall deliver, or cause to be delivered, not later than 21 days from the Closing Date (or such later date as the Administrative Agent shall agree in its sole reasonable discretion), a written assignment agreement between SuperMedia UK Ltd. and SuperMedia LLC, pursuant to which SuperMedia UK Ltd. shall assign all existing and future Intellectual Property developed by SuperMedia UK Ltd. to SuperMedia LLC. For clarity, such Intellectual Property shall be automatically upon assignment (i) included in the definition of Escrow Materials and (ii) subject to the Master IP License Agreement and the escrow arrangements entered into with respect to the Escrow Materials pursuant to the Loan Agreement.
Closing Items. Seller shall have delivered the Escrow Amount into escrow with a title company or bank mutually satisfactory to Purchaser and Seller, and Purchaser shall have received all of the following items:
Closing Items. Prior to or as of the date of original issuance of the Notes (the “Issuance Date”), the following closing conditions shall be satisfied:
