ACTIONS TO BE TAKEN AT CLOSING. (a) At the Closing, Sellers shall deliver or cause to be delivered to Purchaser the following:
(i) a Xxxx of Sale from each Seller in the form attached as Exhibit ------- C; -
(ii) subject to Section 1.8, instruments of assignment of each of the Assigned Contracts in the form set forth in Exhibit D, --------- with such changes to such form approved by Purchaser, in its sole discretion (the "Contract Assignments"), pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date;
(iii) an agreement satisfactory to Purchaser and Sellers with respect to DE's Suite at the Palace of Auburn Hills as described in Section 5.15;
(iv) copies of UCC-1 financing statement searches conducted by a reputable firm or company as of a date within three (3) days prior to the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.11), and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminated;
(v) an opinion of counsel to Sellers and Founder covering the matters set forth on Exhibit E in form reasonably satisfactory --------- to Purchaser;
(vi) compliance certificates of each Seller and Founder, as described in Section 9.3, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2;
(vii) written consents of all third parties required by any and all agreements or documents to which any Seller, is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby;
(viii) certifications of all partners of SSDC duly and legally authorizing execution and performance of this Agreement.
(ix) certified resolutions of the Board of Directors of GP and DMC and certified votes of the stockholders of GP and DMC duly and legally authorizing the execution and performance of this Agreement;
(x) subject to Section 9.19, releases of employees as described in Section 5.6;
(xi) subject to Section 9.19, acknowledgments of CORE's policies from each Continuing Employee as described in Section 5.6;
(xii) subject to Section 9.19, Non-Competition Agreements as described in Section 9.13;
(xiii) all such other documents, assignments and other instruments as, in the opinion of Purchaser's counsel, are necessary to vest in Purchaser title to the Subject Assets to be...
ACTIONS TO BE TAKEN AT CLOSING. At the Closing, each of the following shall occur:
ACTIONS TO BE TAKEN AT CLOSING. Subject to the terms and conditions set forth in this Agreement, at the Closing:
ACTIONS TO BE TAKEN AT CLOSING. The parties agree to take the following actions at Closing, each of which shall be conditional on completion of all other actions and all of which shall be deemed to take place simultaneously:
ACTIONS TO BE TAKEN AT CLOSING. On the Closing Date the parties shall perform the following actions (the “Closing Actions”) simultaneously (Zug um Zug) (and for the avoidance of doubt all such actions must happen contemporaneously or no party shall have any obligation to take any such action):
(a) Seller and the Subsidiaries, as applicable, on the one hand, and Buyer and the Buyer Designees, as applicable, on the other hand, shall enter into the Transfer Agreements, and Seller and/or the Subsidiaries, as applicable, shall grant Buyer and/or the Buyer Designees, as applicable, possession (Besitz) of the Purchased Assets to the extent applicable and the Purchased Inventory;
(b) Buyer shall make the Closing Payment to Seller as contemplated by Section 2.5 of this Agreement; and
(c) Seller and the Subsidiaries, as applicable, on the one hand, and Buyer and the Buyer Designees, as applicable, on the other hand, shall enter into the Collateral Agreements.
ACTIONS TO BE TAKEN AT CLOSING. Section IX.1 Actions to be Taken by Seller at the Closing. Seller shall take the following actions at the Closing:
(a) Seller shall deliver to Buyer copies certified by its Secretary of resolutions duly adopted by the board of directors of Seller authorizing and approving the execution and delivery of this Agreement, including the exhibits and schedules hereto, and the consummation of the transactions contemplated herein;
(b) Seller shall endorse and deliver to Buyer a stock certificate representing the Shares;
(c) Seller shall deliver the officer's certificate referred to in Section 8.1(c);
(d) Buyer shall have been furnished with a legal opinion as provided in Section 8.1(f) hereof; and
(e) Seller shall have delivered to Buyer a letter of resignation from each noncontinuing officer and director of USTMAN.
ACTIONS TO BE TAKEN AT CLOSING. The following actions shall be taken by the respective parties at the Closing:
ACTIONS TO BE TAKEN AT CLOSING. Section 9.1 Actions to be Taken by Seller at the Closing. Seller shall take the following actions at the Closing:
(a) Seller shall deliver to Buyer copies certified by its Secretary of resolutions duly adopted by the boards of directors of Seller and each Subsidiary authorizing and approving the execution and delivery of this Agreement, including the exhibits and schedules hereto, and the consummation of the transactions contemplated herein;
(b) Seller shall execute and deliver to Buyer a xxxx of sale and deeds, assignments and any other necessary instruments, satisfactory in form and content and approved prior to Closing by Buyer, conveying the Shares and assets of each Subsidiary (other than Excluded Assets) to Buyer;
(c) Seller shall deliver the officer's certificate referred to in Section 8.1(c);
(d) Buyer shall have been furnished with a legal opinion as provided in Section 8.1(g) hereof; and
(e) Seller shall have delivered to Buyer a letter of resignation from each noncontinuing officer and director of each Subsidiary.
ACTIONS TO BE TAKEN AT CLOSING. At Closing, the following actions, among others, shall occur:
10.4.1. Seller and Shareholders shall deliver to Buyer at or before Closing all updated information and listings as set forth herein.
10.4.2. Seller and Shareholders shall execute and deliver to Buyer a Warranty Assignment, in the form attached as Exhibit 10.4.3 and made part of this Agreement, and any additional assignments and documents, pursuant to which Seller shall sell, assign and transfer to Buyer the Customer Agreements and any other rights and interests provided herein as may be applicable.
ACTIONS TO BE TAKEN AT CLOSING. In addition to any other actions required to be taken at the Closing pursuant to this Agreement, at the Closing, each of the following events shall occur, each being a condition precedent to the others:
(a) Seller shall deliver to Buyer a certificate from the Chief Executive Officer of Seller as to the matters set forth in Section 5.3(a) and (b).
(b) Buyer shall deliver to Seller a certificate from the president or a vice president of Buyer as to the matters set forth in Section 5.4(a) and (b).
(c) Seller and Buyer shall each execute and deliver the LLC Assignment.
(d) Seller and Buyer shall each execute and deliver the Settlement Statement.
(e) Buyer shall deliver to Seller the Closing Amount by wire transfer in immediately available funds to an account designated by Seller.
