As to Seller. Seller shall deliver or shall cause to be delivered to Buyer, in each case duly executed by Seller:
(a) The Collateral Documents to which Seller is a party;
(b) The Purchased Assets;
(c) The certificate required by Section 7.1.1;
(d) The certificate required by Section 7.1.5;
(e) A certificate dated the Closing Date and signed on behalf of Seller, by its Secretary or Assistant Secretary, attaching (i) a certificate of good standing from the Secretary of State of the State of Delaware dated as of a date within fifteen (15) business days of the Closing Date, (ii) a copy of the resolutions of the Board of Directors of Seller authorizing and approving this Agreement and the Collateral Documents to which it is a party and the consummation of the Transactions and authorizing the officers of Seller to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement, and (iii) specimen signatures of the incumbent officers of Seller executing any documents executed and delivered pursuant to or in connection with this Agreement;
(f) The opinion of counsel specified in Section 7.1.6;
(g) The Final Soothe® Net Sales Calculation and certificate as required by Section 7.1.10; and
(h) Such other documents and instruments as Buyer or its counsel may reasonably request pursuant to Section 7.1.8.
As to Seller. Effective upon the Closing, in consideration Seller’s receipt of payment of the Purchase Price, as reduced by the Operator’s Interest as provided hereinabove, and the receipt by Operator of the Units in lieu of the Operator’s Interest, and upon the discharge of the Construction Loan as contemplated by 16.3 of the Operating Lease, Seller’s obligation to Operator under Section 16.5 of the Operating Lease shall be discharged and deemed satisfied, and Seller shall not be obliged under the Operating Lease to pay to Operator any portion of the Purchase Price pursuant to such agreement. Effective upon Closing, the Operator shall be deemed to have unconditionally and irrevocably waived, released, acquitted, and forever discharged the Seller Group and/or its and their current and former affiliates and related business entities, agents, partners, employees, officers, directors, successors, assigns, attorneys, insurers, and representatives of every kind whatsoever, of and from any and all claims, demands, damages, actions, causes of action, debts, costs, loss of services, expenses, compensation, liabilities, or controversies of any kind whatsoever, whether known or unknown, latent, patent, non-existent at the present time and that may arise in the future or are unanticipated at this time that Operator has had, now has, or may have against the Seller Group, for any claims, whether known or unknown, which relate in any way to any alleged act, event, transaction, agreement, omission, fraud, misrepresentation, non-disclosure, breach of warranty (express or implied, oral or written), breach of contract (express or implied, oral or written), negligence, gross negligence, reckless, willful, or intentional conduct arising out of, in connection with, or in any way (directly or indirectly) related to, the Property. Such waiver and release includes, but is not limited to, a waiver and release of express warranties, implied warranties, warranties of fitness for a particular use, claims of every type and kind, including, but not limited to, claims regarding defects that were not or are not discoverable, product liability claims, product type liability claims, any rights and claims relating to or attributable to environmental conditions, and all other extant or later created or conceived of strict liability or strict liability type claims or rights. The waiver and release in this Section shall survive the Closing and remain in effect indefinitely thereafter.
As to Seller. Seller shall deliver or shall cause to be delivered to Buyer, in each case duly executed by Seller:
(a) The Collateral Documents to which Seller is a party;
(b) The Purchased Assets;
(c) The certificate required by Section 7.1.1;
(d) The certificate required by Section 7.1.5;
(e) A certificate dated the Closing Date and signed on behalf of Seller, by its Secretary or Assistant Secretary, attaching (i) a certificate of good standing from the Secretary of State of the State of Delaware dated as of a date within fifteen (15) business days of Execution Version
As to Seller. The right of Seller to be indemnified under this Section 12 shall survive until the first anniversary of the Closing Date.
As to Seller. Seller shall deliver or shall cause to be delivered to Buyer, in each case duly executed by Seller or its Affiliates, as appropriate:
(a) The Bills of Sale, Assignment and Assumption Agreements, IT Property Assignments;
(b) Stock certificates representing all the outstanding capital stock of the Acquired Subsidiaries, together with stock powers executed in blank and evidence of payment of all applicable Transfer Taxes;
(c) All copies of the Documentation (including all source code) and Design Documentation in Sellers' possession except as otherwise provided in any Collateral Document, all copies of the Technology (in machine-readable form) that are then in the possession of Sellers (and all copies at the Acquired Subsidiaries shall remain at such locations) except as otherwise provided in any Collateral Document, all records and tangible materials embodying or reflecting any of the Purchased Assets, all original Trademark and Copyright certificates of registration, issued patents, or other similar original and certified documents representing primary evidence of the IP Rights, the minute books and other corporate records and stock or other equity transfer ledgers of the Acquired Subsidiaries acquired by a Buyer Purchaser in the U.S., and such other documents, instruments, assignments and certificates as may be necessary to vest the Purchased Assets and all rights thereto and thereunder in the Buyer Purchasers;
(d) The certificate required by Subsection 7.1.1;
(e) The certificate required by Subsection 7.1.5;
(f) Certificates dated the Closing Date and signed on behalf of each of Seller, Federal and the Acquired Subsidiaries by its Secretary or Assistant Secretary, attaching, as appropriate, (i) a true and correct copy of the organizational documents of Seller, Federal and the Acquired Subsidiaries, (ii) certificates of good standing from the Secretaries of State and Department of Taxation for each of the Acquired Subsidiaries in the U.S. from the jurisdictions of their formation and each jurisdiction in which they are qualified to do business as of a recent date, (iii) a copy of the resolutions of the Board of Directors of each of the Sellers authorizing and approving this Agreement and the Collateral Documents to which they are parties and the consummation of the Transactions and authorizing the officers of such Sellers to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection wi...
As to Seller. Seller has delivered or has caused to be delivered to MEDA, in each case duly executed by Seller, as appropriate:
6.2.2.1 The Xxxx of Sale, Assignment and Assumption Agreements, IP Assignments, Marketing Authorisation Transfer and copies of the Obtained Consents;
6.2.2.2 Unless previously provided to MEDA, copies of the Documentation, all records and tangible materials embodying or reflecting any of the Purchased Assets and such other documents, instruments, assignments and certificates as may be necessary to vest the Purchased Assets and all rights thereto and thereunder in MEDA;
6.2.2.3 A certificate dated the Closing Date and signed on behalf of Seller, by an officer of Seller, attaching, as appropriate, (i) a certificate of good standing from the Secretary of State of Delaware in respect of Corp and a certificate of good standing of GmbH, and (ii) a copy of the resolutions of the Board of Directors of Seller authorizing and approving this Agreement and the Collateral Documents and the consummation of the Transactions and authorizing the officers of such Seller to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement;
As to Seller. The Dallas Morning News, Inc. 0000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxx Email: xxxxxxx@xxxxxxxxxx.xxx With copies to: Xxxxxx and Xxxxx, LLP 0000 X. Xxxxxxx Street Suite 2300 Dallas, Texas 75201 Attention: Xxxxxx Xxxxxxx Email: xxxxxx.xxxxxxx@xxxxxxxxxxx.xxx As to Purchaser: 0000 Xxxx Xxxx, LLC [********] [********] [********] Attn: [********] Email: [********] With a copy to: Xxxx Xxxxxxxx 0000 XxXxxxxx Xxxxxx, Suite 500 Dallas, Texas 75204 Attention: Xxxxx Xxxxxx and Xxxx Xxxxx Email: xxxxx.xxxxxx@xxxxxxxxxxxx.xxx; xxxx.xxxxx@xxxxxxxxxxxx.xxx
As to Seller. (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Seller is qualified to do business as a foreign corporation and is in good standing in the jurisdiction in which the Mortgaged Property is located.
(ii) Seller has full power and authority, corporate and otherwise, to execute, deliver, perform and take all actions contemplated by this Agreement, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limitation of the foregoing, Seller has the power and authority to originate Mortgage Loans, to sell Participations hereunder, and otherwise to transact the business in which it is presently engaged, and Seller has taken all necessary corporate action to authorize such actions. Seller has all licenses, permits and authorizations necessary to originate or acquire the Mortgage Loans, to sell the Participations and otherwise to perform and take all actions contemplated by this Agreement and to carry out its business.
(iii) This Agreement has been duly and validly executed and delivered by Seller. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable rules of equity and any applicable insolvency, bankruptcy, receivership and similar laws and regulations. Neither the sale of Participations nor the other transfers and assignments provided for herein are subject to any bulk transfer or similar statutory provision in effect in any applicable jurisdiction.
(iv) No approval, order, consent, authorization, certificate, license, permit or validation of, or exemption or other action by, or filing, recording or registration with, or notice to, any Governmental Authority is or will be necessary or advisable in connection with the execution and delivery of this Agreement,
As to Seller. (i) Seller is duly organized, validly existing, and in good standing under the laws of its state of incorporation or, if not incorporated, under the laws of the state governing the formation or creation of the legal entity through which Seller conducts its business, and Seller is qualified to transact business and is in good standing and will remain in good standing for the duration of this Agreement in each state where required in order to perform this Agreement.
(ii) Seller holds all requisite licenses, permits, and/or other governmental authorizations required by law to engage in the business of originating, servicing, and selling Loans to Buyer in accordance with the terms of this Agreement.
(iii) Seller has the full power and authority to make and hold each Loan, and neither the execution and delivery of this Agreement, the making of the Loans, the consummation of the transactions contemplated herein, nor the fulfillment of or compliance with the terms or conditions of this Agreement will conflict with or result in a breach of any term, condition, or provision of Seller’s certificate of incorporation or by-laws or any agreement to which Seller is a party or by which Seller is bound, or constitute a default or result in an acceleration under any of the foregoing. To the extent that any of the Loans to be sold and transferred hereunder are financed by, and pledge to secure a warehouse line of credit or other funding vehicle, payment of the Purchase Price (together with any amounts held by such warehouse lender or other creditor) is sufficient to cause the release as collateral of all Loans and the corresponding Notes and Files. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other actions, and no other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(iv) No consent, approval, authorization, or order of any court, governmental body or any other person or entity is required for the execution, delivery, and performance by Seller of this Agreement.
(v) There is no suit, action, arbitration, or legal or administrative or other proceeding pending, or to Seller’s knowledge threatened, against Seller which would materially affect its ability to perform its obligations under this Agreement.
(vi) Upon execution and delivery of...
As to Seller. At the Closing, Seller shall deliver to Buyer:
(i) a certificate or certificates evidencing all of the then issued and outstanding Membership Interests, duly endorsed in blank, in proper form for transfer, and with any requisite transfer tax stamps properly affixed thereto;
(ii) a certificate dated as of the Closing Date and signed by a senior executive officer or officers, representing that the conditions referred to in Sections 6.1(a) and 6.1(b) have been satisfied;
(iii) an incumbency certificate certifying as to the names and signatures of the officers authorized to sign this Agreement and each of the documents to be delivered hereunder;
(iv) minute books and all books, papers, records, and other property belonging to the Company;
(v) resignation letters of each member of the board of managers of the Company, effective upon consummation of the Closing;
(vi) a certificate signed by an officer of Seller stating that Seller is not a foreign person, in a form that complies with Treasury Regulations Section 1.1445-2(b)(2)(i); and
(vii) an opinion or opinions from counsel (including in-house counsel as to the matters of authorization, execution and delivery) addressed to Buyer and dated as of the Closing Date as to the due authorization, execution and delivery of this Agreement by Seller and the validity and enforceability thereof, and as to the due authorization, execution and delivery of the Seller Parent Guarantee and the validity and enforceability thereof.
