Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent all of the following: --
(a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to (i) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
(b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer;
(c) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and
(d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may be.
Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles VIII and IX, at the Closing Buyer shall deliver to Seller all of the following:
(a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) no amendments to the certificate of incorporation of Buyer since a specified date; (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
(b) The certificate contemplated by Section 9.5, duly executed by a duly authorized officer of Buyer;
(c) The Software License Agreement, the CLL Licensed Departments Agreement (if not previously executed), the Transition Services Agreement, the Birmingham Sublease and the Private Brands Agreement, in each case duly executed on behalf of Buyer and, where applicable, the Companies;
(d) Any real estate transfer Tax declarations required to be executed or filed;
(e) The letter of credit required by the Private Brands Agreement; and
(f) Internal Revenue Service Form 8023, with Section A thereof completed and duly executed by a duly authorized officer of Buyer.
Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX, at the Closing Buyer shall deliver to Seller all of the following:
(a) a certificate of the secretary or an assistant secretary of Buyer, duly executed as of the Closing Date, certifying (i) the good standing of Buyer under the laws of the State of Virginia and attaching thereto a good standing certificate of Buyer, (ii) a true and correct copy of the Organizational Documents and all amendments thereto of Buyer, (iii) the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, any Buyer Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
(b) the certificate contemplated by Section 10.1(d), duly executed by a duly authorized executive officer of Buyer;
(c) the duly executed Note executed on behalf of Buyer;
(d) (i) a mortgage or deed of trust, as applicable, as security for and in the amount of the Note, encumbering the following Owned Real Property: 00000 Xxxx Xxxx Xxxxxx, Xxxxxx, XX; 0000 Xxxxxxxxxx Xxxx, Montgomery, AL; 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000; and 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, XX, in form and substance reasonably acceptable to Seller; and (ii) mortgage tax affidavits and declarations, if applicable, for each of the properties set forth in (i) above, all in form and substance reasonably acceptable to Seller;
(e) duly executed counterparts of the Supply Agreement executed on behalf of Bowlmor AMF Corp.;
(f) duly executed counterparts of the Transition Services Agreement executed on behalf of Buyer;
(g) duly executed counterparts of the Trademark License Agreement executed on behalf of Buyer;
(h) duly executed counterparts of the Software License Agreement executed on behalf of Brunswick Centres and Leiserv;
(i) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, if any, completed and properly executed by Buyer; and
(j) such other documents and instruments as Seller may reasonably request prior to Closing that are reasonably necessary to consummate the transactions contemplated hereby at the Closing; provided that Buyer shall not be required to provide any documents or instruments that are inconsistent with its obligation to use commercially reasonable efforts to consummate the Clos...
Buyer’s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(a) the certificate referred to in Section 11.01(a)(iv); and
(b) counterparts of each Ancillary Agreement to which Buyer or any Buyer Party is a party, duly executed by Buyer or such Buyer Party, as applicable, other than the Buyer Affiliate Reinsurance Agreement.
Buyer’s Additional Closing Date Deliveries. At the Closing, Xxxxx shall deliver to Seller all of the following:
(a) the certificate contemplated by Section 10.3(c), duly executed by a duly authorized officer of Xxxxx;
(b) the Transition Services Agreement, duly executed on behalf of Xxxxx;
(c) the Long-Term Master License Agreement, duly executed on behalf of Xxxxx;
(d) the Short-Term Spectrum Manager Lease Agreement, duly executed on behalf of T-Mobile License, LLC;
(e) if the King Street Closing or the Advantage Closing does not occur at the Closing, the Escrow Agreement, duly executed on behalf of Buyer and the Escrow Agent; and
(f) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections.
Buyer’s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(a) evidence of the transfer of the Rollover Equity to Seller;
(b) counterparts of each Transaction Agreement (other than this Agreement) to which Buyer or any Buyer Party is a party, duly executed by Buyer or such Buyer Party, as applicable;
(c) the certificate referred to in Section 11.01(a)(iv);
(d) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by Buyer; and
(e) such other agreements, documents, instruments or certificates as are contemplated by this Agreement or the other Transaction Agreements to be executed and delivered by Buyer or any Buyer Party on the Closing Date.
Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IX, at Closing Buyer shall deliver to Seller all of the following:
(a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) the resolutions of the board of directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby, and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;
(b) The certificate contemplated by Section 10.1, duly executed by a duly authorized officer of Buyer; and
(c) If not previously delivered to Seller, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before Closing.
Buyer’s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(a) counterparts of each Transaction Agreement (other than this Agreement) to which Buyer or any Buyer Party is a party, duly executed by Buyer or such Buyer Party, as applicable;
(b) the certificate referred to in Section 11.01(a)(iv); and
(c) such other agreements, documents, instruments or certificates as are contemplated by this Agreement or the other Transaction Agreements to be executed and delivered by Buyer or any Buyer Party on the Closing Date.
Buyer’s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller all of the following, each duly executed as applicable:
(a) resolutions of Buyer authorizing the execution and delivery of this Agreement by Buyer and the performance of Buyer’s obligations hereunder;
(b) a certificate executed by an executive officer of Buyer dated the Closing Date certifying on behalf of Buyer that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled.
(c) if the Purchase Price is paid pursuant to the Unit Option as contemplated by Section 10.03 or Section 2.03(b), an assignment of units in form and substance reasonably satisfactory to Seller and Buyer sufficient to convey to BHP good, valid and marketable title to the BHP Units, free and clear of all liens, claims and encumbrances.
Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article 8, at Closing, Buyer shall deliver to the Seller all of the following:
(a) The original Seller Note, duly executed by Buyer;
(b) The Pledge Agreement, duly executed by Buyer;
(c) A certificate of good standing of Buyer issued as of a recent date by the appropriate Governmental Body; and
(d) A certificate of the Secretary of Buyer dated the Closing Date, in form and substance reasonably satisfactory to the Seller, as to (i) the resolutions of the board of directors of Buyer authorizing the execution and performance of this Agreement and the contemplated transactions; and (ii) incumbency and signatures of the officers executing this Agreement.
