As to Buyer. At the Closing, Buyer shall, in exchange for the Purchased Assets, deliver to Seller, in each case duly executed by Buyer:
(a) The Consideration;
(b) The certificate required by Section 7.2.1;
(c) A certificate dated the Closing Date and signed on behalf of Buyer by its respective Secretary or Assistant Secretary attaching (i) a certificate issued by the Secretary of State of New York as of a date within fifteen (15) business days of the Closing Date evidencing that Buyer is a subsisting corporation, and (ii) specimen signatures of the incumbent officers of Buyer executing this Agreement, the Collateral Documents and the certificates being delivered pursuant to this Agreement;
(d) The Collateral Documents to which Buyer is a party;
(e) The reimbursement required by Section 7.2.4; and
(f) Such other documents and instruments as Seller or its counsel may reasonably request pursuant to Section 7.2.5.
As to Buyer. The right of Buyer to be indemnified under this Section 12 shall survive:
(i) as to matters described in Section 12.1(a), 12.1(b), and 12.1(e), except as to matters arising from Taxes and Excluded Liabilities until the first anniversary of the Closing Date;
(ii) as to matters relating to Taxes, until the termination of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Buyer); and
(iii) as to matters arising from Excluded Liabilities until the termination of the applicable statute of limitations on such claims (including any tolling thereof).
As to Buyer. At the Closing, Buyer shall, in exchange for the Purchased Assets, deliver to Seller, in each case duly executed by Buyer or its Affiliates, as appropriate:
(a) The Cash Consideration in the amount set forth in Section 2.1;
(b) The certificate required by Subsection 7.2.1;
(d) The Collateral Documents to which any of Buyer or Buyer Purchasers are party except as otherwise provided in Section 6.14;
(e) The Assignment and Assumption Agreements;
(f) The opinion of counsel specified in Subsection 7.2.4; and
(g) Such other documents and instruments as Seller or its counsel may reasonably request pursuant to Subsection 7.2.6.
As to Buyer. The right of Buyer to be indemnified under this Section 12 shall survive, as to matters described in Section 12.01, for a period of two (2) years from the Closing Date. All claims for indemnification of Buyer by Seller (and its Affiliates) must be submitted prior to the two (2) year anniversary of the Closing Date.
As to Buyer. At the Closing, Buyer shall, in exchange for the Purchased Assets, deliver to Seller, in each case duly executed by Buyer:
(a) The Cash Consideration in the amount set forth in Section 2.5;
(b) The Stock Consideration described in Section 2.5;
(c) The certificate required by Subsection 7.2.1;
(d) A certificate dated the Closing Date and signed on behalf of Buyer by its respective Secretary or Assistant Secretary attaching (i) a certificate issued by the Secretary of State of New York as of a date within fifteen (15) business days of the Closing Date evidencing that Buyer is a subsisting corporation, and (ii) specimen signatures of the incumbent officers of Buyer executing this Agreement and the Collateral Documents;
(e) The Assignment and Assumption Agreement specified in Subsection 7.2.6;
(f) The SSP Consent specified in Section 7.2.4;
(g) The Termination Agreement specified in Subsection 7.2.5;
(h) The License Agreement specified in Subsection 7.2.7; and
(i) Such other documents and instruments as Seller or its counsel may reasonably request pursuant to Subsection 7.2.8.
As to Buyer. In witness whereof, we hereunto set our hand and seal, at , in the County of
As to Buyer. At the Closing, Buyer shall deliver to Seller:
(i) the Initial Purchase Price by federal wire transfer in immediately available funds or by such other means as mutually agreed upon by the parties;
(ii) the certificate of a duly authorized officer of Buyer required by Section 7.03(a);
(iii) an incumbency certificate of the Buyer certifying as to the names and signatures of the officers of Buyer authorized to sign this Agreement and each of the documents to be delivered hereunder;
(iv) a certificate of the Secretary of the Buyer, or other authorized officer, certifying (A) as to its certificate or articles of incorporation, bylaws or other comparable organizational documents, (B) as to the due adoption by its Board of Directors of resolutions authorizing the execution of this Agreement and the other Transaction Documents and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated hereby and thereby and (C) that no further corporate action is required to authorize the transaction contemplated by this Agreement and the other Transaction Documents;
(v) a good standing certificate or equivalent documentation of Buyer from its state or other jurisdiction of incorporation as of a date a reasonable period of time prior to the Closing Date;
(vi) an opinion of counsel to Parent, dated as of the Closing Date, substantially in the form attached hereto as Exhibit J; and
(vii) the Non Competition and Non Solicitation Agreement, duly executed by Buyer and dated as of the Closing Date.
(viii) the Transition Services Agreement, duly executed by the Buyer and dated as of the Closing Date;
(ix) the Trademark Consent Agreement, duly executed by the Buyer and dated as of the Closing Date;
(x) the License Agreement, duly executed by the Buyer and dated as of the Closing Date; and
(xi) the Facilities Use Agreements, duly executed by the Buyer and dated as of the Closing Date.
As to Buyer. The right of Buyer to be indemnified under this Section 12 shall survive:
(i) as to matters described in Section 12.01(a), for the applicable period of survival set forth in Section 11 of this Agreement;
(ii) as to the matters described in Section 12.01(b) through (h), whether or not arising from Third Party Claims, without limitation.
As to Buyer. The right of Buyer to be indemnified under this Section 13 shall survive until the second anniversary of the Closing Date, except that Buyer's right to indemnification shall extend:
(i) as to matters relating to Seller's title to the Purchased Assets, Taxes or Environmental Matters (including, without limitation, those covered by the warranties respectively in Sections 4.12(a), 4.15 and 4.25), or as to Seller's and TIMCO's covenant to indemnify contained in Section 13.1(c), until the termination of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Buyer); and
(ii) as to matters arising from Third Party Claims, until the termination of the applicable statute of limitations on such claims (including any tolling thereof).
As to Buyer. Neither the execution and delivery of this Agreement or the Note nor the performance of Buyer's obligations hereunder or thereunder will (a) violate any provision of the certificate of incorporation or by-laws of Buyer, (b) violate, be in conflict with, or constitute a default (or an event which, with notice of lapse of time or both, would constitute a default) under any agreement or commitment to which Buyer is party or (c) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to Buyer.
