At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated; (b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN); (c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities; (d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets; (e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be: (i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof; (ii) its agreement to pay the additional Purchase Price provided for in Article 7 hereof; and (iii) such certificates and opinions of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counsel.
Appears in 1 contract
Samples: Share Purchase Agreement (International Royalty Corp)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself the Seller shall execute and deliver to the Purchaser such bills of sale, endorsements, assignments and other documents as may (in the reasonable judgment of the Divested AssetsPurchaser or its counsel) be necessary or appropriate to assign, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated convey, transfer and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free Purchaser good and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining valid title to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect Assets free of any breach thereofEncumbrances;
(ii) its agreement the Purchaser shall pay to pay the additional Purchase Price provided for Seller $200,000 in Article 7 hereofimmediately available funds as contemplated by Section 1.2(a)(i);
(iii) the Purchaser shall deliver to the Seller the Note;
(iv) the Purchaser shall deliver to the Seller the Security Agreement;
(v) the Seller and the Purchaser's lender shall enter into an Intercreditor Agreement in substantially the form attached hereto as Exhibit F; and
(iiivi) such certificates the Seller shall execute and opinions deliver to the Purchaser a Noncompetition Agreement in the form of counsel Exhibit G; and
(vii) the Seller shall execute and deliver to IRC as may be reasonably requested the Purchaser a certificate (the "SELLER CLOSING CERTIFICATE") setting forth the representations and warranties of the Seller that (A) each of the representations and warranties made by Xxxxxxxx’x counsel the Seller in connection with the transactions contemplated by this Agreement which agreementswas accurate in all respects as of the date of this Agreement, certificates (B) except as expressly set forth in the Closing Certificate, each of the representations and opinions warranties made by the Seller in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that the Seller is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects, and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Section 4 has been satisfied in all respects.
(viii) the Purchaser shall be execute and deliver to the Seller a certificate (the "PURCHASER CLOSING CERTIFICATE") setting forth the representations and warranties of the Purchaser that (A) each of the representations and warranties made by the Purchaser in a form this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in the Closing Certificate, each of the representations and substance satisfactory warranties made by the Purchaser in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that the Purchaser are required to Xxxxxxxx’x counselhave complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects, and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Section 5 have been satisfied in all respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Emergent Information Technologies Inc)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself each of PMSI, PMSI Holdings and Source Holdings shall deliver (or cause to be delivered) to the Acquiror certificates representing all of the Divested AssetsTransferred Assets to be transferred pursuant to Section 1.1 duly endorsed in blank in proper form for transfer or otherwise endorsed as reasonably acceptable to counsel to the Acquiror, with appropriate transfer stamps, if any, affixed thereto, or in such other form as shall be reasonably satisfactory to the Acquiror, or such instruments of transfer as, in the opinion of counsel to the Acquiror, may be required under the laws of the jurisdictions of incorporation of the Transferred Subsidiaries, in order to convey all of the Transferred Assets to the Acquiror;
(ii) each of the Archean Unanimous Shareholders’ Agreement has been terminated Sellers and PMSI shall deliver to the Acquiror all documents and other instruments contemplated by Article VI to be so delivered;
(iii) if the Altius Option has not been exercised, Acquiror shall deliver to each of the Adjustment Agreement has been terminatedSellers and PMSI all documents and other instruments contemplated by Article VI to be so delivered;
(biv) IRC the Acquiror shall issue and deliver (or cause to Chislett a certified cheque or confirmed bank transfer in be issued and delivered) to PMSI Holdings certificates representing the amount number of $92,500,000 (CDN);
(cshares of IMS Health Common Stock to be issued to PMSI Holdings pursuant to Section 1.1(a) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRCPMSI Holdings, free and clear of Encumbrances excepting with such restrictive legends affixed thereto as deemed by the VBNC Agreement and any restrictions required by regulatory authoritiesAcquiror to be necessary under applicable law;
(dv) Xxxxxxxx the Acquiror shall provide his agreement issue and deliver (or cause to indemnify IRC for be issued and delivered) to Source Holdings certificates representing the number of shares of IMS Health Common Stock to be issued pursuant to Section 1.1(b) registered in respect the name of 50% of those liabilities and obligations of Archean pertaining Source Holdings, with such restrictive legends affixed thereto as deemed by the Acquiror to the time period prior to Closing, including as to Archean’s disposition of the Divested Assetsbe necessary under applicable law;
(evi) IRC the Acquiror and PMSI shall execute and deliver to Chisletta registration rights agreement, to Archean, to VBHC and to VBNC, substantially in the form attached hereto as Exhibit A (the case may be:
(i) its agreement to observe, perform and fulfill the VBNC "Registration Rights Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement to pay the additional Purchase Price provided for in Article 7 hereof"); and
(iiivii) such certificates the Acquiror, PMSI and opinions the subsidiaries of counsel to IRC PMSI named as may be reasonably requested by Xxxxxxxx’x counsel signatories therein shall execute and deliver an allocation agreement substantially in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselattached hereto as Exhibit B (the "Allocation Agreement").
Appears in 1 contract
Samples: Purchase Agreement (Pharmaceutical Marketing Services Inc)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC Seller shall deliver (or cause to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(cbe delivered) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior Buyer the various certificates, instruments and documents required to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofbe delivered under Section 5.1;
(ii) its agreement the Buyer shall deliver (or cause to be delivered) to the Seller the various certificates, instruments and documents required to be delivered under Section 5.2;
(iii) the Seller shall execute and deliver a Bill of Sale in form and substance reasonably satisfactory to the Buyxx xnd the Seller;
(iv) the Seller shall execute and deliver a Trademark Assignment in form and substance reasonably satisfactory to the Buyer and the Seller;
(v) the Seller shall execute and deliver a Copyright Assignment in form and substance reasonably satisfactory to the Buyer and the Seller;
(vi) the Seller shall execute and deliver a Patent Assignment in form and substance reasonably satisfactory to the Buyer and the Seller;
(vii) the Seller shall execute and deliver a Domain Name Assignment and Transfer Agreement in form and substance reasonably satisfactory to the Buyer and the Seller;
(viii) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets;
(ix) the Buyer shall execute and deliver to the Seller an Assumption Agreement;
(x) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities;
(xi) the Seller shall, if applicable, deliver the Waiver and Release;
(xii) the Seller shall execute and deliver to the Buyer a certificate setting forth the Estimated Working Capital, including the basis therefor and a certification that such Estimated Working Capital was prepared in good faith by the Seller based on the books, records and accounts of the Seller maintained in the ordinary course of business;
(xiii) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof) within the possession or control of the Seller relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer;
(xiv) the Buyer shall (A) pay in cash by wire transfer of immediately available funds to the Seller the Cash Portion, and (B) pay the additional Purchase Price provided for Balance in Article 7 hereofaccordance with Section 1.2(a);
(xv) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature owned by the Seller; and
(xvi) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above. The agreements and instruments referred to in clauses (iii) such certificates through (xii) above, together with any other documents or instruments executed and opinions of counsel delivered pursuant hereto, are referred to IRC herein as may be reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counsel"Ancillary Agreements."
Appears in 1 contract
Samples: Purchase and Sale Agreement (Student Advantage Inc)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself each Stockholder shall deliver to the Buyer one or more certificates evidencing all of the Divested AssetsCygnaCom Shares owned by such Stockholder, duly endorsed in blank, pursuant to Section 1.3(b)(xi);
(ii) the Buyer shall deliver to each Stockholder their portion of the Cash Purchase Price in accordance with Subsection 1.2(b);
(iii) CygnaCom shall deliver to the Buyer a Certificate of Officers and Principal Stockholders (the "CygnaCom Certificate") as to the effect that each of the representations and warranties set forth in Article III are true and correct as of the Closing Date and all other related conditions have been met;
(iv) CygnaCom and each of Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx shall execute and deliver an Employment Agreement in the form attached hereto as Exhibits A-1 and A-2, respectively; ------------ ---
(v) CygnaCom shall deliver to the Buyer a Good Standing certificate of CygnaCom from the Secretary of State of the State of Virginia.
(vi) CygnaCom shall deliver to the Buyer a Certificate of Incorporation of CygnaCom as certified by the Secretary of State of the State of Virginia.
(vii) CygnaCom shall deliver to the Buyer a Certificate of Status of Foreign Corporation for the State of Maryland;
(viii) CygnaCom shall deliver to the Buyer a Certificate of the Secretary of CygnaCom as to (i) the By-Laws, (ii) resolutions of the Archean Unanimous Shareholders’ Board of Directors relating to the Agreement has been terminated and the transactions contemplated therein and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;incumbency of officers.
(bix) IRC CygnaCom shall deliver to Chislett the Buyer the Resignations of all Officers and Directors of the CygnaCom.
(x) CygnaCom shall deliver to the Buyer a certified cheque or confirmed bank closing balance sheet as of January 31, 2000 (the "Closing Balance Sheet").
(xi) CygnaCom shall deliver to the Buyer stock certificates issued in the respective names of each of the following individuals, duly endorsed in blank, representing all of the outstanding shares of capital stock of the Company:
1. Xxxxxxx Xxxxxxxx 204 shares of Common Stock.
2. Xxxxxxx Xxxxxx 112 shares of Common Stock.
3. Xxxxxxx Xxxxx 12 shares of Common Stock.
4. Xxxxxx Xxxxxxxx 20 shares of Common Stock.
5. Xxxxx Xxxxx 8 shares of Common Stock.
6. Xxxxx Xxxxxxx 4 shares of Common Stock.
7. Xxxx Xxxxxxxx 4 shares of Common Stock.
8. Xxxxxx Xxxxxx 8 shares of Common Stock.
9. Xxxxxxxxx Xxxxxx 4 shares of Common Stock.
10. Xxxxxxx Xxxxx 8 shares of Common Stock.
11. Xxxxxxxx Xxxxxx 4 shares of Common Stock.
12. Xxxx Xxxxxxxx 4 shares of Common Stock.
13. Xxxxxx Xxxxxx 8 shares of Common Stock.
(xii) CygnaCom shall deliver to the Buyer wire transfer instructions and reference numbers for each of the following wire transfers:
1. Wire transfer in the amount of $92,500,000 (CDN);8,160,000.00 from Entrust to Xxxxxxx Xxxxxxxx.
2. Wire transfer in the amount of $4,480,000.00 from Entrust to Xxxxxxx Xxxxxx.
3. Wire transfer in the amount of $480,000.00 from Entrust to Xxxxxxx Xxxxx.
4. Wire transfer in the amount of $800,000.00 from Entrust to Xxxxxx Xxxxxxxx.
5. Wire transfer in the amount of $320,000.00 from Entrust to Xxxxx Xxxxx.
6. Wire transfer in the amount of $160,000.00 from Entrust to Xxxxx Xxxxxxx.
7. Wire transfer in the amount of $160,000.00 from Entrust to Xxxx Xxxxxxxx.
8. Wire transfer in the amount of $320,000.00 from Entrust to Xxxxxx Xxxxxx.
9. Wire transfer in the amount of $160,000.00 from Entrust to Xxxxxxxxx Xxxxxx.
10. Wire transfer in the amount of $320,000.00 from Entrust to Xxxxxxx Xxxxx.
11. Wire transfer in the amount of $160,000.00 from Entrust to Xxxxxxxx Xxxxxx.
12. Wire transfer in the amount of $160,000.00 from Entrust to Xxxx Xxxxxxxx.
13. Wire transfer in the amount of $320,000.00 from Entrust to Xxxxxx Xxxxxx.
(cxiii) Chislett The Buyer shall deliver to IRC CygnaCom a Good Standing Certificate of Entrust from the Purchased Shares, duly registered in Secretary of the name State of IRC, free and clear the State of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;Maryland.
(dxiv) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC The Buyer shall deliver to Chislett, CygnaCom the Articles of Incorporation of Entrust as certified by the Secretary of the State of the State of Maryland.
(xv) The Buyer shall deliver to Archean, CygnaCom the Certificate of Secretary of Entrust as to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform the By-Laws and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement resolutions of the Board of Directors relating to pay the additional Purchase Price provided for Agreement and the transactions contemplated therein and (iii) the incumbency of officers.
(xvi) Wilkes, Artis, Xxxxxxx & Xxxx, Chartered shall deliver to the Buyer an opinion with respect to the matters set forth in Article 7 hereofExhibit C attached --------- hereto, addressed to the Buyer and dated as of the Closing Date; and
(iiixvii) such certificates the Buyer and opinions the Stockholders' Representative (as defined below) shall execute and deliver a cross-receipt evidencing the purchase and sale of counsel the CygnaCom Shares referred to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselabove.
Appears in 1 contract
Samples: Stock Purchase Agreement (Entrust Technologies Inc)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC Sellers shall deliver to Chislett a certified cheque or confirmed bank transfer the Buyer the various certificates, instruments and documents referred to in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofSection 5.1;
(ii) its agreement the Buyer shall deliver to the Sellers the various certificates, instruments and documents referred to in Section 5.2;
(iii) L&H shall receive the Good Faith Deposit (as defined in the Deposit Agreement) pursuant to the terms of the Deposit Agreement and the Buyer shall pay to L&H the additional Closing Cash Purchase Price less the Good Faith Deposit in immediately available funds by wire transfer to an account or accounts to be designated by L&H and issue to L&H the Shares and the Promissory Note and thereafter, L&H shall allocate the Closing Cash Purchase Price, the Shares and the Promissory Note in accordance with the Schedule of Allocation Among Sellers;
(iv) RESERVED;
(v) or as soon as practicable after the Closing, the Sellers shall execute and deliver to the Buyer such instruments of conveyance, with respect to the Acquired Intellectual Property, in forms suitable for filing with the appropriate Governmental Entity;
(vi) the Sellers shall execute and deliver to the Buyer the Xxxx of Sale and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of all of Sellers' right, title and interest in and to the Acquired Assets and the Buyer shall issue to L&H an invoice for the sale of those of the Acquired Assets that are sold by L&H, in compliance with Belgian law;
(vii) the Buyer shall execute and deliver to the Sellers the Instrument of Assumption and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities;
(viii) the Bankruptcy Sellers shall deliver or cause to be delivered a copy of the Approval Order, entered by the U.S. Bankruptcy Court approving this Agreement and the consummation of the transactions contemplated hereby;
(ix) the Bankruptcy Sellers shall deliver a certificate, as of a date not earlier than the eleventh day following the entry of the Approval Order or if the Approval Order includes a waiver of the stay provided for in Article 7 hereofU.S. Bankruptcy Rules of Procedure 6004(g) and 6004(d) a certificate as of the Closing Date of the Clerk of the U.S. Bankruptcy Court certifying as to the absence of a stay pending an appeal with respect to the Approval Order (as defined in Section 4.3(a)), or if certificates to such effect are not provided by such Clerk, then a certified copy of the court docket for the U.S. Bankruptcy Case establishing the absence of any such stay as of the Closing Date;
(x) L&H shall deliver proper evidence that this Agreement has been approved and authorized by the Belgian Bankruptcy Authorities (the "Belgian Bankruptcy Approval");
(xi) or as soon as practicable after the Closing, the Sellers shall deliver, and to the extent required by Buyer, shall cause their respective Subsidiaries to deliver, to the Buyer patent, trademark, service xxxx, service names, tradenames, domain name and/or copyright assignments relating to the Acquired Intellectual Property duly executed by the Sellers and/or their respective Subsidiaries and/or, if applicable, any party to which a security interest was granted or assignment made with respect to the foregoing providing for the assignment and transfer to the Buyer of all of such entity's right, title and interest in and to all such patents, copyrights, trademarks, service marks, service names, tradenames, d omain names or any applications therefor and any other Acquired Intellectual Property, in form and substance reasonably acceptable to the Buyer and any and all files, applications, assignments or other documents relating to the prosecution or maintenance of any Acquired Intellectual Property;
(xii) the Sellers shall deliver to the Buyer terminations of all Encumbrances which are of record with respect to the Acquired Assets in forms suitable for filing with the appropriate Governmental Entities;
(xiii) the Sellers shall deliver to the Buyer, or otherwise put the Buyer in control of, all of the Acquired Assets of a tangible nature; and
(iiixiv) the Buyer and the Sellers shall execute and deliver to each other cross-receipts and such certificates other instruments, documents or agreements, in form and opinions of counsel substance reasonably acceptable to IRC the Buyer and the Sellers, as may be reasonably requested by Xxxxxxxx’x counsel in connection with necessary to effect and evidence the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselAgreement.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself Each of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated Apollo and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC ReShape shall execute and deliver to Chislett a certified cheque or confirmed bank transfer Xxxx of Sale in the amount form agreed upon between the Parties (each, a “Xxxx of $92,500,000 (CDNSale”);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) Each of Apollo and ReShape shall each execute and deliver to the other Party the Transition Services Agreement (the “Transition Services Agreement”), the Supply Agreement (the “Apollo Supply Agreement”) and the Distribution Agreement (the “Apollo Distribution Assignment”), in each case, in the form agreed upon between the Parties;
(iii) Each of Apollo and ReShape shall deliver to the other Party the Patent Application Assignment, in the form agreed upon between the Parties (the “Patent Assignment”), executed by the delivering Person;
(iv) Each of Apollo and ReShape shall deliver to the other Party the Trademark Assignment, in the form agreed upon between the Parties (the “Trademark Assignment”), executed by the delivering Person;
(v) Each of Apollo and ReShape shall deliver to the other Party the Assignment and Assumption Agreement for the Assigned Contracts, in the form agreed upon between the Parties (the “Assignment and Assumption Agreement”), executed by the delivering Person;
(vi) Apollo shall deliver to ReShape all Apollo Lap-Band Books and Records;
(vii) ReShape shall deliver to Apollo all ReShape IGB Books and Records;
(viii) each of Apollo and ReShape shall deliver to the other a properly executed certificate certifying that Apollo or ReShape, as applicable, is not a foreign person for purposes of Code Section 1445, in a form and manner reasonably satisfactory to the other (the “FIRPTA Certificate”);
(ix) ReShape shall, at its own expense, deliver, or cause to be delivered, promptly (but in any event within three Business Days) following the Closing (A) seventy-five percent (75%) of the ReShape IGB Removal Tools and twenty-five percent (25%) of the ReShape IGB Inventory (other than the ReShape IGB Removal Tools) to the location(s) or premise(s) designated by Apollo prior to the Closing and (B) the remaining twenty-five percent (25%) of the ReShape IGB Removal Tools and seventy-five percent (75%) of the ReShape IGB Inventory (other than the ReShape IGB Removal Tools) shall be retained at a facility owned or operated by ReShape in the United States and shall be used by ReShape to provide the services under the Transition Services Agreement;
(x) ReShape shall execute and deliver to Apollo the security agreement to pay and the additional Purchase Price provided for related subsidiary guarantee in Article 7 hereofthe form agreed upon between the Parties dated as of the Closing Date (the “Security Agreement”); and
(iiixi) such certificates and opinions ReShape shall pay to Apollo, by wire transfer of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with immediately available funds, the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselClosing Cash Purchase Price.
Appears in 1 contract
Samples: Asset Purchase Agreement (Apollo Endosurgery, Inc.)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of Purchaser and Seller shall enter into the Divested Assets, (ii) Escrow Agreement with the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminatedEscrow Agent;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform Purchaser and fulfill Seller shall enter into a Transition Services Agreement (the VBNC “Transition Services Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof”);
(ii) its agreement to pay the additional Purchase Price provided for Purchaser shall receive a properly executed certificate of non-foreign status of Seller in Article 7 hereof; andaccordance with Treasury Regulations Section 1.1445-2(b)(2);
(iii) Seller shall assign its interest in the Assigned MNS Assets pursuant to the terms and conditions of the Assignment and Assumption Agreement to the Subsidiary and shall have received the prior written consents of all Persons necessary to duly consummate such certificates assignment;
(iv) Purchaser shall receive payoff letters, in form and opinions substance reasonably satisfactory to Purchaser, evidencing the discharge or payment in full of counsel the Indebtedness of the Company and the Subsidiary identified in Part 2.18 of the Disclosure Schedule, in each case duly executed by each holder of such Indebtedness, with an agreement to IRC as provide termination statements on Form UCC-3, or other appropriate releases following any payoff thereof, which when filed will release and satisfy any and all Liens relating to such Indebtedness, together with proper authority to file such termination statements or other releases at and following the Closing;
(v) Purchaser shall receive copies of the Post-Closing Employee Bonus Acknowledgement from each Key Employee and each Continuing Employee who may be reasonably requested by Xxxxxxxx’x counsel entitled to receive, if earned, any payment set forth in such Post-Closing Employee Bonus Acknowledgement in each case in substantially the form of Exhibit C attached hereto;
(vi) Purchaser shall receive copies of the consent of the landlord under the Irvine Lease to the assignment of the Irvine Lease in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions such consent shall be duly executed and in a full force and effect;
(vii) Purchaser shall receive evidence, in form and substance reasonably satisfactory to Xxxxxxxx’x counselPurchaser, of the termination, without any continuing obligation or liability of the Company, the Subsidiary, Purchaser or any of its Affiliates, of the Inter-Company Services Agreement, dated January 4, 2011, by and between Seller and the Subsidiary;
(viii) Purchaser shall receive evidence, in form and substance reasonably satisfactory to Purchaser, of the settlement in full of the net intercompany accounts receivable balance in the amount of $296,000 that was owing from the Subsidiary to Seller as of May 31, 2014; and
(ix) (A) Purchaser shall receive evidence, in form and substance reasonably satisfactory to Purchaser, that Seller has terminated the employment of each Key Employee and each Continuing Employee effective as of the Closing and (B) except for payment of any amounts set forth in such Key Employee’s or Continuing Employee’s Post-Closing Employee Bonus Acknowledgement, Seller has paid all amounts due to each Key Employee and each Continuing Employee for wages, salary, bonuses, commissions, incentive payments and other compensation (including, without limitation, any vacation and sick pay) or any other benefit, perquisite, cost, expense, liability or obligation attributable to services provided prior to the Closing (except with respect to reimbursements for expenses that have been incurred but for which reimbursement requests have not been submitted to Seller prior to June 24, 2014) have been paid and satisfied in full.
Appears in 1 contract
Samples: Purchase Agreement (Ipass Inc)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC The Sellers shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);Purchasers the following:
(c1) Chislett shall deliver to IRC A duly executed Xxxx of Sale for the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Non-Medical Assets;
(e2) IRC A duly executed Management Services Termination Agreement;
(3) A duly executed Termination Agreement;
(4) A duly executed General Release in favor of Purchasers;
(5) A duly executed Assignment and Assumption of Contracts for the Practice;
(6) A duly executed Assignment and Assumption of Leases for the Practice;
(7) A duly executed Security Agreement
(8) A duly executed Pledge Agreement;
(9) A duly executed Secretary’s Certificate of PainCare and the PainCare Sub certifying as to the resolutions approved by the Board of Directors of each of the Sellers to enter into this Settlement Agreement and consummate the transactions contemplated hereby;
(10) The written consent of HBK; and
(11) Such other documents and certificates as are required or otherwise reasonably requested by the Purchasers pursuant to the provisions of this Settlement Agreement or any ancillary document hereto.
(ii) The Purchasers shall deliver to Chislett, to Archean, to VBHC and to VBNCthe Sellers (or HBK, as the case may be) the following:
(i1) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofThe Cash Due At Closing;
(ii2) its agreement A duly executed Promissory Note;
(3) A duly executed Management Services Termination Agreement;
(4) A duly executed Termination Agreement;
(5) A duly executed General Release in favor of Sellers;
(6) A duly executed Assignment and Assumption of Liabilities for the Practice;
(7) A duly executed Assignment and Assumption of Contracts for the Practice;
(8) A duly executed Assignment and Assumption of Leases for the Practice;
(9) A duly executed Security Agreement;
(10) A duly executed Pledge Agreement;
(11) A duly executed Secretary’s Certificate of the Practice certifying as to pay the additional Purchase Price provided for in Article 7 hereofresolutions approved by the Board of Directors to enter into this Settlement Agreement and consummate the transactions contemplated hereby; and
(iii12) such Such other resolutions, documents and certificates and opinions of counsel to IRC as may be are required or otherwise reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by Sellers pursuant to the provisions of this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselSettlement Agreement.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself Purchaser shall deliver (A) an amount equal to the Purchase Price minus the sum of the Divested Assets, Escrow Amount and the Reserve Fund to Paying Agent and (iiB) the Archean Unanimous Shareholders’ Agreement has been terminated Escrow Amount and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining Reserve Fund to the time period prior Escrow Agent to Closing, including as to Archean’s disposition of be held in accordance with the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Escrow Agreement, and to indemnify and hold harmless Chislett in respect each case by wire transfer of any breach thereofimmediately available funds;
(ii) its agreement Sellers shall deliver to pay Purchaser the additional Purchase Price provided for stock certificates (or documentation reasonably acceptable to Purchaser in Article 7 hereof; andrespect of any lost stock certificates) representing the Company Common Stock, duly endorsed (or accompanied by duly executed stock powers);
(iii) such certificates Those individuals listed on Section 2.5(b)(iii) of the Disclosure Schedule shall submit their resignations as directors and opinions officers of counsel Company and its Subsidiaries, effective as of immediately prior to IRC the Closing;
(iv) Sellers’ Representative shall deliver to Purchaser a recent good standing certificate regarding Company from the office of the Secretary of State of Colorado;
(v) Sellers’ Representative shall deliver to Purchaser a recent good standing certificate regarding Company Subsidiary from the office of the Secretary of State of Colorado;
(vi) Sellers’ Representative shall deliver a certificate enclosing a copy of the charter and by-laws of each of Company and Company Subsidiary, requisite resolutions or authority of Sellers’ board of directors, board of managers, shareholder or members, as may be reasonably requested by Xxxxxxxx’x counsel in connection with applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Sellers executing and delivering this Agreement which agreementsand the documents contemplated hereby and of Sellers’ Representative;
(vii) Purchaser shall deliver a certificate enclosing a copy of the charter and by-laws of Purchaser, copies of requisite resolutions or authority of Purchaser’s board of directors, board of managers, shareholders or members, as applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Purchaser executing and delivering this Agreement and the documents contemplated hereby;
(viii) Sellers shall deliver the certificates required by Sections 7.2(a) and opinions (b); and
(ix) Purchaser shall be deliver the certificates required by Sections 7.3(a) and (b).
(x) Purchaser shall deliver to employees of the Company selected by Purchaser (in its discretion, but after consultation with X. Xxxxxx Xxxxxx) stock option agreements in the form set forth on Exhibit F annexed hereto evidencing options aggregating to a form and substance satisfactory to Xxxxxxxx’x counselgrant of 300,000 shares of Purchaser common stock.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated Restoragen shall execute and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer GHRCO such bills of sale, endorsements, assignments and other documents as may (in the amount reasonable judgment of $92,500,000 (CDN);
(cGHRCO or its counsel) Chislett shall be necessary or appropriate to assign, convey, transfer and deliver to IRC GHRCO good and valid title to the Purchased Shares, duly registered in the name of IRC, Assets free and clear of Encumbrances excepting the VBNC Agreement all liens, claims and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining encumbrances, but only to the time period prior to Closing, including as to Archean’s disposition scope and extent of the Divested Assets;
effectiveness of the Bankruptcy Court Confirmation Order approving the transactions. Without limiting the generality of the foregoing, Restoragen and GHRCO shall execute and deliver the Xxxx of Sale, Assignment and Assumption, substantially in the form attached hereto as Exhibit C (e) IRC shall deliver the “Xxxx of Sale”), with respect to Chislettthe Assets and such other instruments and documentation as GHRCO may reasonably request before, on the Closing Date and thereafter, including, without limitation, assignment agreements and related documentation with respect to Archeanthe GRF Patent Portfolio, in order to VBHC and to VBNC, effectuate the Transactions as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofcontemplated herein;
(ii) GHRCO shall acknowledge, sign and deliver the Xxxx of Sale;
(iii) GHRCO shall pay to Restoragen $50,000 in cash as contemplated by Section 1.4;
(iv) Restoragen shall execute and deliver to GHRCO a certificate (the “Closing Certificate”) setting forth the representations and warranties of Restoragen that (A) each of the representations and warranties made by Restoragen in this Agreement was accurate in all material respects as of the date of this Agreement, (B) except as expressly set forth in the Closing Certificate, each of the representations and warranties made by Restoragen in this Agreement is accurate in all material respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that Restoragen is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all material respects and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Sections 6.4, 6.6 and 6.7 has been satisfied in all material respects;
(v) As promptly as practicable (and in any event within thirty (30) days) after the Closing, Restoragen shall deliver, or cause to he delivered, to GHRCO or its agreement Representatives all tangible items included in the Assets (or, in the case of documents relative to the Licensed Technology, complete and accurate copies thereof) including, without limitation, complete and accurate originals of all patents and patent applications included in the GRF Patent Portfolio, other documentation in the possession or control of Restoragen regarding the GRF Patent Portfolio and any correspondence between Restoragen and the U.S. Patent & Trademark Office or any foreign patent office with respect to the GRF Patent Portfolio and such other documents or materials in Restoragen’s possession as may be necessary or useful for the practice of the Licensed Technology. Restoragen shall have the right to retain, for archival and other appropriate purposes, a reasonable number of copies of each document provided to GHRCO hereunder;
(vi) GHRCO shall pay to Restoragen or its patent counsel, the additional Purchase Price provided for estimated patent counsel fees and costs described in Article 7 hereofSection 1.3; and
(iiivii) such certificates and opinions The Releases in the form of counsel to IRC as may be reasonably requested Exhibit G signed by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counsel.each of Xxxxxx X.
Appears in 1 contract
Samples: Asset Purchase and License Agreement (Restoragen Inc)
At the Closing. (a) Chislett At the Closing, SmartServ shall provide evidence satisfactory issue the SmartServ Shares to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;nReach Shareholders in accordance with their Pro Rata Percentages.
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer At the Closing, all equity securities of nReach, duly endorsed for transfer, and the executed investor representation letter for each nReach Shareholder in the amount of $92,500,000 (CDN);form annexed hereto as Exhibit A shall be delivered to SmartServ.
(c) Chislett At the Closing, SmartServ and nReach each shall deliver be in compliance with its representations, warranties and covenants contained herein in all material respects, and each shall receive from the other certificates to IRC such effect from the Purchased SharesPresident of such party as of the Closing Date, duly registered except with respect to nReach, as set forth in the name a schedule of IRC, free exceptions attached to such certificate and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;acceptable to SmartServ.
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to At the time period prior to Closing, SmartServ shall have received (i) certificates, dated the Closing Date and signed by the secretary of nReach, certifying the truth and correctness of attached copy of nReach's articles of incorporation (including amendments thereto) and such other matters as to Archean’s disposition may reasonably be requested by SmartServ (including certification of the Divested Assets;identity of the names and titles and the signatures of the officers of nReach individually authorized to execute and deliver this Agreement and other documents to be executed and delivered by the nReach in connection therewith); and by-laws (including amendments thereto), and (ii) a certificate of good standing for nReach in the State of Colorado.
(e) IRC At the Closing, the nReach Shareholders shall deliver to Chisletthave received certificates, to Archeandated the Closing Date and signed by the secretary of SmartServ, to VBHC certifying the truth and to VBNC, as the case may be:
correctness of attached copy of SmartServ's certificate of incorporation (iincluding amendments thereto) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement to pay the additional Purchase Price provided for in Article 7 hereof; and
(iii) such certificates and opinions of counsel to IRC other matters as may reasonably be reasonably requested by Xxxxxxxx’x counsel the nReach Shareholders (including certification of the identity of the names and titles and the signatures of the officers of SmartServ individually authorized to execute and deliver this Agreement and other documents to be executed and delivered by the SmartServ officers in connection with the transactions contemplated by this Agreement which agreements, certificates therewith); and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselby-laws (including amendments thereto).
Appears in 1 contract
Samples: Reorganization and Stock Purchase Agreement (Smartserv Online Inc)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC The Sellers shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);Purchasers the following:
(c1) Chislett shall deliver to IRC the Purchased Shares, A duly registered in the name executed Xxxx of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC Sale for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition each of the Divested Practice Assets and the Surgery Center Assets;
(e2) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:A duly executed Management Services Termination Agreement;
(i3) its agreement A duly executed Termination Agreement;
(4) A duly executed General Release in favor of Purchasers;
(5) A duly executed Secretary’s Certificate of PainCare, the PainCare Surgery Centers and the PainCare Sub certifying as to observethe resolutions approved by the Board of Directors of each of the Sellers to enter into this Agreement and consummate the transactions contemplated hereby, perform the Articles of Incorporation of each of the Sellers and fulfill Certificate of Good Standing of each of the VBNC AgreementSellers, all of which shall be attached to the Secretary’s Certificate; and
(6) Such other documents and certificates as are required or otherwise reasonably requested by the Purchasers pursuant to indemnify and hold harmless Chislett in respect the provisions of this Agreement or any breach thereof;ancillary document hereto.
(ii) its agreement The Purchasers shall deliver to pay the additional Sellers the following:
(1) The Practice Purchase Price provided for in Article 7 hereof; andwhich shall be paid to HBK;
(iii2) such The Surgery Center Note marked “cancelled.”
(3) A duly executed Management Services Termination Agreement;
(4) A duly executed Termination Agreement;
(5) A duly executed General Release in favor of Sellers;
(6) A duly executed Member’s Certificate of the Purchasers certifying as to the resolutions approved by the Members of each to enter into this Agreement and consummate the transactions contemplated hereby, the Articles of Organization of each and Certificate of Good Standing of each, all of which shall be attached to the Member’s Certificate; and (7) Such other resolutions, documents and certificates and opinions of counsel to IRC as may be are required or otherwise reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by Sellers pursuant to the provisions of this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselAgreement.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of BNC shall cause the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated Agency to pay and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in Sellers the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC Cash Consideration and the Purchased BNC Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its Sellers shall deliver to BNC certificates representing the Shares either duly endorsed to the Agency or accompanied by duly executed and completed transfers in favor of the Agency, which shall transfer to the Agency good and marketable title to the Shares free and clear of all Liens, restrictions, and claims of every kind;
(iii) Milne Xxxxx and each of Xxxxxxx X. Xxxxx, Xx. and Xxxxxxxx X. Xxxxx shall execute and deliver employment agreements in the form of Exhibit "C" attached hereto;
(iv) Milne Xxxxx and each of Xxxxxx X. Xxxxx, G. Xxxxxx Xxx and Xxxxxxx X. Xxxxx shall execute and deliver the employment agreements in the form of Exhibit "D" attached hereto.
(v) Milne Xxxxx and each of the account executives, insurance brokers and other employees of Milne Xxxxx reasonably designated by BNC or the Principal Shareholders as key employees of Milne Xxxxx shall execute and deliver employment agreements in the form of Exhibit "E" attached hereto;
(vi) Milne Xxxxx Properties, L.L.C. and Milne Xxxxx shall execute and deliver the lease agreement in the form of Exhibit "F" attached hereto (the "Lease");
(vii) Sellers shall execute and deliver a certificate, dated as of the Closing Date, certifying that (A) all of the conditions set forth in this Section 2.4 applicable to pay the additional Purchase Price provided for Sellers are satisfied on and as of the Closing Date and (B) the Sellers' representations and warranties contained in Article 7 hereofthis Agreement are true and correct in all material respects as of the Closing Date;
(viii) BNC shall execute and deliver a certificate of an appropriate officer of BNC, dated as of the Closing Date, certifying that (A) all of the conditions set forth in this Section 2.4 applicable to BNC and the Agency are satisfied on and as of the Closing Date and (B) the representations and warranties of BNC and the Agency contained in this Agreement are true and correct in all material respects as of the Closing Date;
(ix) BNC and the Agency shall each execute and deliver a certificate of the Secretary or Assistant Secretary as to the incumbency and signatures of the officers of BNC and the Agency, respectively, executing this Agreement and any other certificate or document executed and delivered pursuant hereto;
(x) Each of BNC and the Sellers shall deliver an opinion of counsel in form and substance reasonably satisfactory to Sellers and BNC, respectively; and
(iiixi) Each of the Sellers shall take such certificates and opinions of counsel to IRC other actions as may be are reasonably requested by Xxxxxxxx’x counsel in connection with BNC or required to consummate the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselAgreement.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself Each Seller shall execute and deliver to Buyer (w) a Bxxx of Sale with respect to the Divested AssetsAssets being transferred by it, each in form and substance mutually acceptable to the parties (the "BILLS OF Sale"), (iix) an Assignment of Trademarks and Goodwill with respect to the Archean Unanimous Shareholders’ Agreement has been terminated Jonny Cat Trademarks being transferred by it, each in form and substance mutually acceptable to the parties (the "TRADEMARK ASSIGNMENTS"), (y) an assignment and assumption agreement in form and substance mutually acceptable to the parties transferring, among other things, the Assumed Contracts (the "ASSUMPTION AGREEMENT"), and (iiiz) if such other documents and instruments of transfer, in form and substance reasonably satisfactory to Buyer and its counsel, as are required to transfer title to the Altius Option has not been exercisedAssets (other than the Real Property, the Adjustment Agreement has been terminated;
(bMining Claims and the Mineral Reserves) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, Buyer free and clear of all Encumbrances excepting (other than Permitted Encumbrances); provided, however, that all vehicle titles not transferred to Buyer by Sellers at the VBNC Agreement and any restrictions required Closing shall be delivered to Buyer by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to Sellers promptly following the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement A&M shall execute and deliver to pay Buyer a quit claim deed in recordable form, conveying A&M's interest in the additional Purchase Price provided for in Article 7 hereof; andReal Property (the "REAL PROPERTY DEED"), subject to the Permitted Encumbrances and the Permitted Exceptions;
(iii) such certificates A&M shall execute and opinions of counsel deliver to IRC Buyer a quit claim deed in recordable form, with all transfer taxes affixed or paid (to be split as may be agreed herein), conveying A&M's interest in the Mining Claims (the "MINING CLAIMS DEED") including, without limitation, all minerals and mineral rights related thereto, subject to the Permitted Encumbrances and the Permitted Exceptions;
(iv) Sellers shall execute and deliver to Buyer real estate conveyance documents and certificates, assignments, non-disturbance and attornment agreements, environmental and other disclosure documents, affidavits and other documents and instruments as are reasonably requested by Xxxxxxxx’x counsel Buyer and necessary to effectuate the transfer of the Assets;
(v) Sellers shall deliver to Buyer any and all certificates and other original documents evidencing any Transferable Governmental Authorizations and any and all original copies of the written Assumed Contracts, together with any and all required consents to assignment of the Transferable Governmental Authorizations and the Contract Rights that are required to be obtained prior to the Closing;
(vi) Buyer shall pay to Sellers the Purchase Price required under Section 1.3, by wire transfer of immediately available funds to such account as Clorox shall designate;
(vii) Sellers, on the one hand, and Buyer, on the other hand, shall execute and deliver to each other certificates (the "CLOSING Certificates") certifying that (A) each of the representations and warranties made by such party in connection this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in such Closing Certificate, each of the representations and warranties made by such party in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true in all respects as of the specified date, and except for any new Disclosure Schedule or any supplements or amendments to such Disclosure Schedules to the extent Buyer has not exercised its termination rights pursuant to SECTION 7.1(B) as a result of any matters disclosed thereon, (C) each of the covenants and obligations that such party is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all material respects, and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in SECTION 5 (with respect to the certificate of Sellers) and SECTION 6 (with respect to the certificate of Buyer) has been satisfied in all material respects;
(viii) A&M, CPP, CSC and CCC each shall deliver to Buyer a certified copy of the resolutions duly adopted by its Board of Directors authorizing the execution, delivery and performance of this Agreement and each of the other Transactional Agreements to which it is a party, and the consummation of the transactions contemplated by this Agreement and the Transactional Agreements to which agreementsit is a party;
(ix) Buyer shall deliver to Sellers certified copies of the resolutions duly adopted by Buyer's Board of Directors authorizing the execution, certificates delivery and opinions performance of this Agreement and each of the other Transactional Agreements to which it is a party, and the consummation of the transactions contemplated by this Agreement and the Transactional Agreements;
(x) Buyer and A&M shall be enter into a termination agreement with respect to the Jonny Cat Copack Agreement, in a form and substance satisfactory mutually acceptable to Xxxxxxxx’x counsel.the parties (the "JONNY CAT COPACK TERMINATION AGREEMENT");
(xi) Buyer and A&M shall enter into an amendment to the Fresh Step Coarse Cxxx Xxxxxx Agreement, in form and substance mutually acceptable to the parties (the "FRESH STEP COARSE CLAY AMENDMENT");
(xii) Buyer shall assume the obligations of Sellers under the Assumed Liabilities by delivering to Sellers the Assumption Agreement executed by Buyer;
(xiii) Buyer and Sellers shall enter into a transitional services agreement, in form and substance mutually acceptable to the parties (the "TRANSITIONAL SERVICES AGREEMENT");
(xiv) Sellers shall deliver such other documents or instruments reasonably requested by Buyer and which Buyer deems necessary in its reasonable discretion to effectuate the transfer of the Assets; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Oil Dri Corporation of America)
At the Closing. (a) Chislett Verbiski shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett Verbiski
(i) a certified cheque or confirmed bank transfer in the amount of $92,500,000 60,000,000 (CDN);
(ii) the Founder’s Shares; and
(iii) the Verbiski Shares;
(c) Chislett Verbiski shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx Verbiski shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to ChislettVerbiski, to Archean, to VBHC and to VBNC, as the case may be:
(i) confirmation in accordance with clause 3.1(f) hereof;
(ii) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett Verbiski in respect of any breach thereof;
(iiiii) its agreement to pay the additional Purchase Price provided for in Article 7 and Article 8 hereof; and
(iiiiv) such certificates and opinions of counsel to IRC as may be reasonably requested by Xxxxxxxx’x Xxxxxxxx’s counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x Xxxxxxxx’s counsel.
Appears in 1 contract
Samples: Share Purchase Agreement (International Royalty Corp)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself The Companies shall deliver, and the Stockholders shall cause the Companies to deliver, to Buyer the Deeds, the General Conveyance, Transfer and Assignment covering all of the Divested Assets to be transferred hereunder along with possession of all of the Assets to be delivered to Buyer, the Patent Assignment covering the patents, licenses and other Intellectual Property constituting part of the Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated title documents relating to all Vehicles and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition other certificated assets constituting part of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;Assets with appropriate transfer documentation.
(ii) its agreement The Companies shall deliver to pay Buyer those other documents required to be delivered to Buyer pursuant to the additional Purchase Price provided terms of this Agreement, including, without limitation, the following documents:
(A) Certificates of existence and good standing and payment of franchise taxes in the jurisdictions of incorporation with respect to each of Companies and the Subsidiary. Certificates of good standing as a foreign corporation and payment of franchise taxes for each of the Companies and the Subsidiary, as applicable, from the states and other jurisdictions in Article 7 which such Company or the Subsidiary is qualified to do business as a foreign corporation. Each of such certificates shall be certified by the Secretary of State or other applicable governmental party of the applicable state or other jurisdiction and shall be dated within five business days of the Closing Date, together with a confirming telegram or facsimile as to the applicable Company or Subsidiary as of a date within two (2) days of the Closing Date;
(B) A copy of the charter documents, long form, with attachments, certified by the Secretary of State or similar authority of the jurisdiction of incorporation, as to each of the Companies and the Subsidiary, as of a date within fifteen (15) days of the Closing Date;
(C) Such keys, lock and safe combinations and other similar items as Buyer shall require to obtain full occupation and control of the assets and properties of each of the Companies;
(D) A duly executed Escrow Agreement;
(E) A certificate dated the Closing Date of the Companies and the Representatives as to the fulfillment of the conditions of Sections 6.1 and 6.2 hereof;
(F) Certified copies of resolutions duly adopted by the Boards of Directors of each of the Companies and of the Stockholders approving this Agreement and the transactions contemplated herein and a certificate of the Secretary of the Companies as to incumbency and as to the constituent documents of each of the Companies;
(G) An opinion of Duval, Funderburk, Sundbery, Lovexx, Reevxx & Xatkxxx, xxunsel for the Sellers in the form attached as Exhibit F hereto, as required by Section 6.7 hereof; and
(iiiH) such Such other and further documents, instruments and certificates and opinions of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection not inconsistent with the transactions contemplated by provisions of the Agreement, executed on behalf of Sellers, as Buyer shall reasonably require to carry out and effectuate the purposes and terms of this Agreement which agreementsAgreement, certificates and opinions shall all previously undelivered items, if any, required to be in a form and substance satisfactory to Xxxxxxxx’x counseldelivered on behalf of any of the Sellers on or before the Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dailey Petroleum Services Corp)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself the Sellers shall cause to be executed and delivered to the Purchaser such bills of sale, endorsements, assignments (including patent, trademark and copyright assignments) and other documents as may (in the reasonable judgment of the Divested AssetsPurchaser or its counsel) be necessary or appropriate to assign, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated convey, transfer and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer the Purchaser all of the right, title and interest of the Parent Entities in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition Designated Assets in accordance with the terms of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC this Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement the Purchaser shall pay to pay the additional Purchase Price provided for Sellers, via wire transfer of immediately available funds, to a bank account designated by Parent at least two (2) business days prior to the Closing, the Initial Payment Amount, allocated among the Sellers in Article 7 hereofaccordance with the allocations set forth in the Allocation Schedule;
(iii) the Purchaser and the Sellers shall execute and deliver the Assignment and Assumption Agreement;
(iv) the Purchaser and the Sellers shall execute and deliver a License Agreement in substantially the form of Exhibit C (the "IP Assignment and License Agreement");
(v) the Sellers shall execute and deliver in favor of the Purchaser a Noncompetition and Nonsolicitation Agreement in substantially the form of Exhibit D (the "Noncompetition Agreement";
(vi) the Purchaser and Parent shall execute and deliver Software License and Support Agreements in the forms of Exhibits XI, XII and XIII, respectively, to the IP Assignment and License Agreement (the "Software License and Support Agreements");
(vii) the Sellers shall execute and deliver to the Purchaser a certificate (the "Sellers Closing Certificate") executed by an executive officer of each Seller, certifying that, to the knowledge of each such executive officer and except as expressly set forth in the Sellers Closing Certificate, each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.9 has been satisfied in all respects;
(viii) the Purchaser shall execute and deliver to the Sellers a certificate (the "Purchaser Closing Certificate) executed by an executive officer of the Purchaser, certifying that, to the knowledge of such executive officer and except as expressly set forth in the Purchaser Closing Certificate, each of the conditions set forth in Sections 7.1 and 7.2 has been satisfied in all respects; and
(iiiix) such certificates and opinions the Purchaser shall provide to Parent written confirmation that the Deferred Payment Amount has been transferred to a segregated account to be held subject to the terms of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselAgreement.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself Each of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC Minority Holders shall deliver or cause to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may bebe delivered:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement to pay the additional Purchase Price provided for in Article 7 hereof; and
(iiiA) such certificates and opinions evidences of counsel assignment with respect to IRC the Transferred Units as may be reasonably requested by Xxxxxxxx’x counsel Summit LP or IPO Corp; provided that such documents shall not require any representations or warranties by the Minority Holders except for “bring down” certifications of the representations and warranties set forth in connection with Section 3.2 hereof;
(B) the transactions contemplated by this Agreement which agreementsofficer’s certificate referred to in Section 2.4(b)(iii);
(C) the Summit Holdings LLC Agreement, certificates and opinions shall be duly executed;
(D) the Registration Rights Agreement, duly executed;
(E) an affidavit, dated as of the Closing Date, in a form and substance satisfactory reasonably acceptable to Xxxxxxxx’x counselSummit LP, sworn under penalties of perjury, and in form and substance required under the United States Treasury Regulations issued pursuant to Section 1445 of the Code, stating that such Person is not a “foreign person” as defined in Section 1445 of the Code; and
(F) such other documentation or confirmation of the fulfillment of such further actions as Summit LP or IPO Corp shall have reasonably requested of the Minority Holders by a reasonable time prior to the Closing, and which otherwise do not change the terms of this Agreement in any material respect.
(ii) Each other Party under this Agreement shall, as applicable, deliver or cause to be delivered to each of the Minority Holders:
(A) by wire transfer or delivery of immediately available funds to one or more accounts previously designated by such Person, an amount equal to its share of the $35 million in cash to which they are entitled pursuant to Step 5;
(B) a Closing Note reflecting such Minority Holder’s share of the of the Closing Notes;
(C) its share of the Series A Units of Summit Holdings issued pursuant to Step 1;
(D) the officer’s certificate referred to in Section 2.4(c)(iii);
(E) the Summit Holdings LLC Agreement, duly executed;
(F) the Registration Rights Agreement, duly executed; and
(G) such other documentation or confirmation of the fulfillment of such further actions as the Minority Holders shall have reasonably requested of each other Party, as applicable, by a reasonable time prior to the Closing, and which otherwise do not change the terms of this Agreement in any material respect.
Appears in 1 contract
Samples: Contribution and Purchase Agreement (Summit Materials, Inc.)
At the Closing. (ai) Chislett The Sellers, each for itself and not for any other Seller, shall provide deliver to Buyer duly executed assignments of the Company Stock in favor of Buyer (other than the Contributed Shares, which assignments shall be in favor of Parent pursuant to the Contribution Agreement) (together with certificates for the Company Stock, if any), and other evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself Buyer with respect to the transfer of the Divested Assets, (ii) Company Stock by the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver Sellers to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofBuyer;
(ii) its agreement to pay Buyer shall deliver the additional Purchase Price provided for in Article 7 hereof; andClosing Payments, if any;
(iii) Each Seller shall deliver by wire transfer of immediately available funds to the account designated in the Escrow Agreement Schedule 1.5(b)(iii); provided that of the amount set forth for Cascade need not be delivered until the Earnout Payment Amount, if any, has been paid and of the amount set forth for MPCHPA need not be delivered until the Earnout Payment Amount, if any, has been paid;
(iv) The Company shall deliver to Buyer a long form good standing certificate or its equivalent for the Company issued by the Governmental Authority of Oregon, dated no earlier than the date hereof;
(v) The Company shall deliver to Buyer evidence that the Company has purchased the D&O Tail Policy for the Company and fully-paid the premium therefor;
(vi) Each Seller, for itself and not for any other Seller, shall deliver to Buyer a certificate of the Secretary of such certificates Seller certifying that attached to such certificate, as applicable, are true and opinions correct copies of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with the Organizational Documents of such entity and resolutions of the board of directors (or comparable governing bodies) of such Seller adopting and authorizing the transactions contemplated by this Agreement which agreementsAgreement;
(vii) The Company shall deliver to Buyer a certificate of the Secretary of the Company certifying that attached to such certificate, certificates as applicable, are true and opinions correct copies of the Organizational Documents of the Company and resolutions of the board of directors (or comparable governing bodies) and the equityholders of the Company adopting and authorizing the transactions contemplated by this Agreement;
(viii) The Company shall be deliver evidence of termination of the Amended and Restated Shareholder Voting and Share Transfer Agreement, dated as of August 17, 2011;
(ix) Each Seller, for itself and not for any other Seller, shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in a form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating
(x) The Company shall deliver to Buyer the minute book(s) and stock ledgers for the Company;
(xi) Each Seller shall deliver to Buyer a copy of the Escrow Agreement, duly executed by such Seller; aggregate amount
(xii) Sellers shall cause the Company to, and the Company shall, retain an CMS RAPS overpayment liability as of the Closing Date as set forth on Schedule 1.5(b)(xii) as may be adjusted between the date hereof and the Closing in accordance with the terms set forth on Schedule overpayment liability), which will serve as a specifi overpayment liabilities, and Sellers shall provide at Closing evidence reasonably satisfactory to Xxxxxxxx’x counselBuyer of the Cash Reserve as of the Closing Date, including the applicable Company account information in which such Cash Reserve is retained; and
(xiii) The Company shall have delivered to Buyer evidence that the Services Agreements attached as E xhibit B S ervices Agreements the Sellers are in full force and effect as of immediately prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself the Sellers shall cause to be executed and delivered to the Purchaser such bills of sale, endorsements, assignments (including patent, trademark and copyright assignments) and other documents as may (in the reasonable judgment of the Divested AssetsPurchaser or its counsel) be necessary or appropriate to assign, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated convey, transfer and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer the Purchaser all of the right, title and interest of the Parent Entities in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition Designated Assets in accordance with the terms of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC this Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement the Purchaser shall pay to pay the additional Purchase Price provided for Sellers, via wire transfer of immediately available funds, to a bank account designated by Parent at least two (2) business days prior to the Closing, the Initial Payment Amount, allocated among the Sellers in Article 7 hereofaccordance with the allocations set forth in the Allocation Schedule;
(iii) the Purchaser and the Sellers shall execute and deliver the Assignment and Assumption Agreement;
(iv) the Purchaser and the Sellers shall execute and deliver a License Agreement in substantially the form of Exhibit C (the "IP Assignment and License Agreement");
(v) the Sellers shall execute and deliver in favor of the Purchaser a Noncompetition and Nonsolicitation Agreement in substantially the form of Exhibit D (the "Noncompetition Agreement";
(vi) the Purchaser and Parent shall execute and deliver Software License and Support Agreements in the forms of Exhibits XI, XII and XIII, respectively, to the IP Assignment and License Agreement (the "Software License and Support Agreements");
(vii) the Sellers shall execute and deliver to the Purchaser a certificate (the "Sellers Closing Certificate") executed by an executive officer of each Seller, certifying that, to the knowledge of each such executive officer and except as expressly set forth in the Sellers Closing Certificate, each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.9 has been satisfied in all respects;
(viii) the Purchaser shall execute and deliver to the Sellers a certificate (the "Purchaser Closing Certificate") executed by an executive officer of the Purchaser, certifying that, to the knowledge of such executive officer and except as expressly set forth in the Purchaser Closing Certificate, each of the conditions set forth in Sections 7.1 and 7.2 has been satisfied in all respects; and
(iiiix) such certificates and opinions the Purchaser shall provide to Parent written confirmation that the Deferred Payment Amount has been transferred to a segregated account to be held subject to the terms of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselAgreement. 6.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC Vendors shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC Purchaser the Purchased certificates representing the Sale Shares, duly executed instruments of transfer to transfer title to the Sale Shares to the Purchaser (or its nominees) and certified copies of the resolutions of the Boards of Directors of those Vendors which are corporations authorising the transfer of the Sale Shares registered in their names and giving authority to execute the name relevant instrument(s) of IRC, free and clear transfer on behalf of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining relevant Vendor to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofparty who executed them;
(ii) the Vendors shall deliver duly executed powers of attorney (in deed form) from each Vendor in favour of the Purchaser (or its agreement nominee(s)) generally in respect of the Sale Shares sold by that Vendor under this Agreement enabling the Purchaser (or its nominee(s)) to pay attend and vote at general meetings of the additional Purchase Price provided for in Article 7 hereof; andCompany;
(iii) such the Vendors shall deliver any waiver, consent or other document necessary to give the Purchaser (or its nominee(s)) full legal and beneficial ownership of the Sale Shares;
(iv) the Vendors shall deliver the common seal (if any) of the Company and any of its subsidiaries, and each register, minute book and other book required to be kept by the Company and any of its subsidiaries under any Legal Requirement up to the date of Closing and each certificate of incorporation of the Company and any of its subsidiaries (including certificates issued upon any change of name);
(v) the Company shall (and opinions of counsel the Vendors shall cause the Company) to IRC as may be reasonably requested by Xxxxxxxx’x counsel allot and issue 600,000 fully paid ordinary shares in connection the Company to the Purchaser (or its nominees(s)) (representing, when aggregated with the transactions contemplated Sale Shares, 51% of the total number of shares on issue immediately following such issue) and deliver to the Purchaser (or its nominees(s)) a share certificate in respect of those shares;
(vi) the Vendors shall deliver to the Purchaser:
(A) employment contracts in the form of the drafts annexed as Exhibit H, entered into between the Company and the senior officers and employees designated in Exhibit I;
(B) copies of the Proprietary Information and Inventions Deed executed by each of the senior officers and employees designated in Exhibit I;
(vii) the Vendors shall execute and deliver to the Purchaser a certificate (the "Closing Certificate") setting forth the Vendors' and the Covenantors' representations and warranties that (A) each of the representations and warranties made by the Vendors and the Covenantors in this Agreement which agreementswas accurate in all respects as of the date of this Agreement, certificates (B) except as expressly set forth in the Closing Certificate, each of the representations and opinions warranties made by the Vendors and the Covenantors in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that the Vendors and the Covenantors are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects, and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Sections 5.3, 5.4, 5.7 and 5.8 has been satisfied in all respects;
(viii) subject to the Shareholders Deed, the Vendors shall be procure that each of its nominees as the Purchaser notifies to the Vendors resigns from their positions as directors and officers of the Company and any subsidiary, in each case formally resigning their respective office (with effect from the end of the meetings held pursuant to Section 1.4) and acknowledging in a form reasonably acceptable to the Purchaser that the writer has no claim against the Company or any of its subsidiaries for compensation for loss of office or otherwise;
(ix) the Vendors shall procure the revocation of the relevant bank signing mandates and substance satisfactory to Xxxxxxxx’x counselauthorities and powers of attorney given by the Company as notified by the Purchaser.
Appears in 1 contract
Samples: Share Sale and Subscription Agreement (Asia Online LTD)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC Seller shall deliver to Chislett a certified cheque or confirmed bank transfer in Purchaser the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC stock certificates representing the Purchased SharesStock, duly registered in endorsed (or accompanied by duly executed stock powers) and the name of IRC, free and clear of Encumbrances excepting Purchaser shall pay the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining Purchase Price to the time period prior to Closing, including Seller as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofcontemplated by Section 1.3 herein;
(ii) its agreement Purchaser shall deliver to pay Seller the additional stock certificates representing the Purchase Price provided for Shares, duly endorsed (or accompanied by duly executed stock powers);
(iii) Seller and PSI shall execute and deliver to the other party the Reseller Agreement substantially in Article 7 hereofthe form of Exhibit B attached hereto (the “Reseller Agreement”);
(iv) Purchaser shall execute and deliver to Seller a Voting Agreement substantially in the form of Exhibit C attached hereto (the “Voting Agreement”);
(v) Seller shall execute and deliver to Purchaser a certificate (the “Seller Closing Certificate”) setting forth Seller’s representations and warranties that (A) each of the representations and warranties made by Seller and PSI in this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in the Seller Closing Certificate, each of the representations and warranties made by Seller and PSI in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date and (C) each of the covenants and obligations that Seller and PSI are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and
(iiivi) such certificates Purchaser shall execute and opinions deliver to Seller a certificate (the “Purchaser Closing Certificate”) setting forth the Purchaser’s representations and warranties that (A) each of counsel to IRC as may be reasonably requested the representations and warranties made by Xxxxxxxx’x counsel Purchaser in connection with the transactions contemplated by this Agreement which agreementswas accurate in all respects as of the date of this Agreement, certificates (B) except as expressly set forth in the Purchaser Closing Certificate, each of the representations and opinions shall be warranties made by Purchaser in a form this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date and substance satisfactory (C) each of the covenants and obligations that Purchaser is required to Xxxxxxxx’x counselhave complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself of the Divested Assets, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC each Stockholder shall deliver to Chislett a certified cheque the Buyer one or confirmed bank transfer in more certificates evidencing all of the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased SharesOrion Shares owned by such Stockholder, duly registered endorsed in the name of IRC, free and clear of Encumbrances excepting the VBNC Agreement and any restrictions required blank or with stock powers duly executed by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereofsuch Stockholder;
(ii) the Buyer shall deliver to each Stockholder their portion of the Closing Payment in accordance with Section 1.2(a);
(iii) the Buyer shall place the Escrow Amount in escrow in accordance with Section 1.2(b);
(iv) Orion shall deliver to the Buyer a Good Standing Certificate of Orion from the Secretary of State of the State of Virginia;
(v) Orion shall deliver to the Buyer the Certificate of Incorporation of Orion as certified by the Secretary of State of the State of Virginia;
(vi) Orion shall deliver to the Buyer a Certificate of the Secretary of Orion as to (i) the By-Laws, (ii) resolutions of the Board of Directors relating to this Agreement and the transactions contemplated herein and (iii) the incumbency of officers;
(vii) Orion shall deliver to the Buyer the Resignations of all Officers and Directors of Orion;
(viii) Orion shall deliver to the Buyer a closing balance sheet as of May 31, 2006 (the “Closing Balance Sheet”);
(ix) Orion shall deliver to the Buyer one or more stock certificates issued in the name of Buyer representing all of the outstanding shares of capital stock of Orion;
(x) Orion shall deliver to the Buyer each of the Required Consents (as defined in Section 3.3);
(xi) Orion and the Principal Stockholders shall deliver to the Buyer a duly executed certificate of the President of Orion and each of the Principal Stockholders dated the Closing Date certifying that warranties and representations made by Orion and the Stockholders herein to the Buyer are true and correct in all material respects on and as of the Closing Date, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and that Orion and each of the Stockholders have performed and complied with all agreements, covenants and conditions on their part required to be performed or complied with on or prior to the Closing Date;
(xii) the Buyer shall deliver to Orion a Good Standing Certificate of the Buyer from the Secretary of the State of the State of Maryland;
(xiii) the Buyer shall deliver to Orion the Articles of Incorporation of the Buyer as certified by the Secretary of the State of the State of Maryland;
(xiv) the Buyer shall deliver to Orion a Certificate of the Secretary of the Buyer as to (i) the By-Laws, (ii) resolutions of the Executive Committee of the Board of Directors relating to this Agreement and the transactions contemplated herein and (iii) the incumbency of officers;
(xv) the Buyer shall deliver to the Stockholders a duly executed certificate of the Senior Vice President of the Buyer dated the Closing Date certifying that warranties and representations made by the Buyer herein to the Stockholders are true and correct in all material respects on and as of the Closing Date, with the same effect as if such warranties and representations had been made on and as of the Closing Date, and that the Buyer has performed and complied with all agreements, covenants and conditions on its agreement part required to pay be performed or complied with on or prior to the additional Purchase Price provided for Closing Date;
(xvi) Holland & Knight LLP shall deliver to the Buyer an opinion with respect to the matters set forth in Article 7 hereofExhibit C attached hereto, addressed to the Buyer and dated as of the Closing Date;
(xvii) the Buyer and the Stockholders’ Representative (as defined below) shall execute and deliver a cross-receipt evidencing the purchase and sale of the Orion Shares referred to above;
(xviii) the Buyer and each of the Principal Stockholders shall execute and deliver the Escrow Agreement;
(xix) the Buyer and Xxxxxxx Xxxxxxxx shall execute and deliver an Employment Agreement in the form attached hereto as Exhibit B-1;
(xx) Xxxxxxx Xxxxxx shall execute and deliver an Employment Agreement with CygnaCom Solutions, Inc., a Virginia corporation (“CygnaCom”), in the form attached hereto as Exhibit B-2 (the “Xxxxxx Agreement”);
(xxi) Xxxx Xxxxxxx shall execute and deliver an Employment Agreement with CygnaCom in the form attached hereto as Exhibit B-3 (the “Xxxxxxx Agreement”); and
(iiixxii) such certificates the Buyer shall cause CygnaCom to execute and opinions deliver each of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Xxxxxx Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselthe Xxxxxxx Agreement.
Appears in 1 contract
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself Each Seller shall deliver, or cause to be delivered, to Buyer, against payment by Buyer to each Seller of such Seller's pro-rata portion of the Divested Assets, Closing Payment:
(iiA) the Archean Unanimous Shareholders’ Agreement has been terminated stock certificate or certificates representing the Shares owned by the Seller, duly endorsed for transfer, or accompanied by duly executed assignments separate from the certificate or other documentation reasonably requested by Buyer to transfer the Shares in the stock records of the Company, transferring to Buyer full and (iii) if exclusive ownership of the Altius Option has not been exercised, the Adjustment Agreement has been terminatedShares;
(bB) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer an assignment agreement substantially in the amount form of $92,500,000 Exhibit A in favor of Colony Communities, duly executed and delivered by HBG Management Corporation, a Florida corporation (CDN"HBG", assigning to the Company those contracts to purchase land associated with the Young Pine Property (Orange County), XxXxxx Property (Osceola County) and XXX 532 Property (Polk County) (the "HBG Assignment");
(cC) Chislett fully executed copies of the Florida Pines Purchase Agreement and the closing documents evidencing consummation of the transactions contemplated by the Florida Pines Purchase Agreement
(D) fully executed copies of the High Grove Purchase Agreement and the closing documents evidencing consummation of the transactions contemplated by the High Grove Purchase Agreement; and
(E) all other documents, certificates and other instruments required to be delivered, or caused to be delivered, by each Seller pursuant hereto.
(ii) Buyer shall deliver deliver, or cause to IRC be delivered, to each Seller, against delivery of the Purchased Sharescertificate or certificates representing the Shares of such Seller (properly endorsed for transfer or accompanied by proper assignments), duly registered the HBG Assignment, the Florida Pines Purchase Agreement and the High Grove Purchase Agreement:
(A) the Seller's pro-rata portion of the Cash Payment;
(B) a stock certificate issued in the name of IRC, free and clear such Seller representing such Seller's pro-rata portion of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authoritiesStock Payment;
(dC) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining to the time period prior to Closing, including as to Archean’s disposition all of the Divested Assetsdocuments, certificates and other instruments required to be delivered, or caused to be delivered, by Buyer pursuant hereto;
(eD) IRC shall deliver to Chisletteither a release from, to Archeanor indemnification of Xxxxx Xxxxxx with respect to, to VBHC and to VBNC, each Guaranty as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect of any breach thereof;
(ii) its agreement to pay the additional Purchase Price provided for in Article 7 hereof; and
(iii) such certificates and opinions of counsel to IRC as may be reasonably requested by Xxxxxxxx’x counsel in connection with the transactions contemplated by this Agreement which agreements, certificates and opinions shall be in a form and substance satisfactory to Xxxxxxxx’x counselSection 6.14.
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Samples: Stock Purchase Agreement (Standard Pacific Corp /De/)
At the Closing. (a) Chislett shall provide evidence satisfactory to IRC, acting reasonably, that (i) Archean has divested itself Hardy shall execute and deliver to the Purchaser such bills of sale, endorsements, assignments and other documents as may (in the reasonable judgment of the Divested AssetsPurchaser or its counsel) be necessary or appropriate to assign, (ii) the Archean Unanimous Shareholders’ Agreement has been terminated convey, transfer and (iii) if the Altius Option has not been exercised, the Adjustment Agreement has been terminated;
(b) IRC shall deliver to Chislett a certified cheque or confirmed bank transfer in the amount of $92,500,000 (CDN);
(c) Chislett shall deliver to IRC the Purchased Shares, duly registered in the name of IRC, free Purchaser good and clear of Encumbrances excepting the VBNC Agreement and any restrictions required by regulatory authorities;
(d) Xxxxxxxx shall provide his agreement to indemnify IRC for and in respect of 50% of those liabilities and obligations of Archean pertaining valid title to the time period prior to Closing, including as to Archean’s disposition of the Divested Assets;
(e) IRC shall deliver to Chislett, to Archean, to VBHC and to VBNC, as the case may be:
(i) its agreement to observe, perform and fulfill the VBNC Agreement, and to indemnify and hold harmless Chislett in respect Assets free of any breach thereofEncumbrances;
(ii) its agreement the Purchaser shall issue and deliver to pay Hardy stock certificates representing an aggregate twenty thousand (20,000) shares of the additional Purchase Price provided for Shares;
(iii) the parties hereto shall execute and deliver the Escrow Agreement;
(iv) the Purchaser shall issue to Hardy stock certificates representing the Escrow Shares and deposit such certificates in Article 7 hereofthe Escrow Account as contemplated by Section 1.2 above;
(v) Hardy shall execute and deliver to the Purchaser the Noncompetition Agreement in the form of EXHIBIT F hereto (the "Noncompetition Agreement");
(vi) Hardy shall execute and deliver to the Purchaser the General Release in the form of EXHIBIT G hereto (the "Release");
(vii) Hardy shall execute and deliver to the Purchaser five (5) Stock Assignments in the form of EXHIBIT J hereto (each, a "Stock Assignment"); and
(iiiviii) such certificates [Reserved.]
(ix) Hardy shall execute and opinions deliver to the Purchaser a certificate (the "Closing Certificate") setting forth his representations and warranties that (A) each of counsel to IRC as may be reasonably requested the representations and warranties made by Xxxxxxxx’x counsel him in connection with the transactions contemplated by this Agreement which agreementswas accurate in all respects as of the date of this Agreement, certificates (B) except as expressly set forth in the Closing Certificate, each of the representations and opinions warranties made by him in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that he is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects, and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Article 6 has been satisfied in all respects;
(x) the Purchaser shall be execute and deliver to Hardy the Registration Rights Agreement, in a the form and substance satisfactory to Xxxxxxxx’x counselof EXHIBIT K hereto (the "Registration Rights Agreement").
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