Closing Actions and Deliveries. At the Closing, the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and (ii) instruments of assignment and assumption effecting the transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable; (a) At the Closing the Sellers shall deliver to the Purchaser, (x) in the case of a Seller that is a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations; (b) At the Closing, the Purchaser shall deliver or cause to be delivered: (i) to the Sellers, an amount equal to the Estimated Purchase Price, less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing Date; (ii) to the Escrow Agent, an amount equal to the Working Capital Escrow Amount; and (iii) to the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 8.2. (c) At the Closing, NNI shall deliver or cause to be delivered: (i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to the Closing; and (ii) a duly executed certificate of an executive officer of NNI certifying the fulfillment of the conditions set forth in Section 8.3. (d) At the Closing, each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, the transactions contemplated herein.
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Closing Actions and Deliveries. At the Closing, the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and (ii) instruments of assignment and assumption effecting the transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable;
(a) At the Closing the Sellers Closing, each Seller shall deliver to the Purchaser, :
(i) (x) in the case of a Seller that is a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations;; and
(ii) (x) a duly executed certificate certifying that such Seller is not a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada), or (y) in the case of a Seller that is a non-resident of Canada for purposes of section 116 of the Income Tax Act (Canada), a duly executed certificate certifying that the Assets transferred or assigned to the Purchaser pursuant to this Agreement by such Seller do not include any taxable Canadian property as defined in the Income Tax Act (Canada), of such non-resident Seller.
(b) At the Closing, the Purchaser shall deliver or cause to be delivered:
(i) to the Sellers, an amount equal to the Estimated Purchase PricePrice (less the Good Faith Deposit, pursuant to Section 5.33) less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing Date;
(ii) to the Escrow Agent, an amount equal to the Working Capital Escrow Amount; and
(iii) to the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 8.2.
(c) At the Closing, NNI shall deliver or cause to be delivered:
(i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to the Closing; and
(ii) a duly executed certificate of an executive officer of NNI certifying the fulfillment of the conditions set forth in Section 8.3.
(d) At the Closing, each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, the transactions contemplated herein.
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Closing Actions and Deliveries. At On the ClosingClosing Date, the Sellers and the Purchaser shall, and the Purchaser following actions shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and (ii) instruments of assignment and assumption effecting the transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable;taken:
(a) At the Closing the Sellers Seller shall deliver to the PurchaserBuyer, (x) in the case of a Seller that is a “United States person” within the meaning of Section 7701 of the Code form and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned substance reasonably satisfactory to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations;
(b) At the Closing, the Purchaser shall deliver or cause to be deliveredBuyer:
(i) to A “Bxxx of Sale” in substantially the Sellers, an amount equal to form of Exhibit B attached hereto (the Estimated Purchase Price, less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing Date“Bxxx of Sale”);
(ii) An “Assignment and Assumption Agreement” in substantially the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”);
(iii) The Retirement Plan Custody/Trustee Assignment substantially in the form of Exhibit D attached hereto;
(iv) The Loans purchased by Buyer, together with all notes, guarantees, agreements, and other evidence thereof and all necessary assignments, endorsements, and other instruments of conveyance as may be necessary to effect the transactions contemplated hereby; provided that all such assignments, endorsements, and other instruments of conveyance shall be without recourse to Seller and without any representations and warranties of any kind except as otherwise provided by the terms of this Agreement;
(v) A certificate substantially in the form of Exhibit E, signed by Seller’s Chief Executive Officer or Chief Financial Officer, certifying that (A) the representations and warranties of Seller in this Agreement are true and correct in all material respects as of the Closing Date, and (B) the covenants of Seller to be performed on or before the Closing Date have been performed in all respects;
(vi) North Carolina special warranty deed transferring title to the Escrow AgentReal Property from Seller to Buyer, an amount equal along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Working Capital Escrow AmountReal Property in fee simple;
(vii) Standard North Carolina title insurance company approved lien waivers with respect to the Real Property, and appropriate certifications of the non-foreign status of Seller;
(viii) Copies in writing of required consents of governmental bodies and third parties;
(ix) Copies of resolutions of Seller’s Board of Directors or an authorized committee thereof, certified by Seller’s secretary or assistant secretary, authorizing the execution of this Agreement and the transactions contemplated hereby, and a certificate of Seller’s secretary or assistant secretary as to the incumbency of each officer of Seller executing this Agreement and all instruments, certificates, and documents required to be executed and delivered by Seller at the Closing;
(x) The Records;
(xi) An original, fully executed counterpart of each written Equipment Lease and Operation and Maintenance Contract, and such consents as shall be required to assign them to Buyer; and
(iiixii) A complete set of keys for the Branches, including but not limited to keys for all vaults and automated teller machines, appropriately tagged for identification and any vault manuals or specifications with respect to vaults and automated teller machines, if any;
(xiii) All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Main SellersSafe Deposit Contracts;
(xiv) In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a duly executed certificate of list, certified by an executive authorized officer of the Purchaser certifying the fulfillment Seller (acting in his or her official capacity, and not individually), setting forth all Account Holds, together with an identification of the conditions set forth in Section 8.2Deposit account and/or check or other item to which they apply and the terms thereof;
(xv) A list of all recurring automated clearing house and direct deposit or automatic draft or payment arrangements that are tied by agreement or other standing arrangement to any of the Deposits;
(xvi) All personnel records and employee files with respect to any New Employees;
(xvii) All Assets that are capable of physical delivery; and
(xviii) The Settlement Payment, if the Deposit Amount exceeds the Purchase Price.
(cb) At the Closing, NNI Buyer shall deliver or cause to be deliveredSeller, in form and substance reasonably satisfactory to Seller:
(i) an updated Section 4.11(bThe Assignment and Assumption Agreement;
(ii) The Retirement Plan Custody/Trustee Assignment;
(iii) Such other instruments as may be necessary for Buyer to validly acquire the Real Property;
(iv) A certificate, signed by Buyer’s Chief Executive Officer and Chief Financial Officer, certifying that (A) the representations and warranties of Buyer under this Agreement are true and correct in all material respects as of the Sellers Disclosure Schedule Closing Date, and (if applicable)B) the covenants of Buyer to be performed on or before the Closing Date have been performed in all respects, dated as substantially in the form of a date no earlier than three Exhibit F;
(3v) days prior to the ClosingCopies in writing of required consents of governmental bodies and third parties; and
(iivi) a duly executed certificate Copies of resolutions of Buyer’s Board of Directors or an executive officer authorized committee thereof, certified by Buyer’s secretary or assistant secretary, authorizing the execution of NNI certifying the fulfillment of the conditions set forth in Section 8.3.
(d) At the Closing, each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, this Agreement and the transactions contemplated hereinhereby, and a certificate of Buyer’s secretary or assistant secretary as to the incumbency of each officer of Buyer executing this Agreement and all instruments, certificates, and documents required to be executed and delivered by Buyer at the Closing
(vii) The Settlement Payment, if the Purchase Price exceeds the Deposit Amount.
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Samples: Branch Purchase and Assumption Agreement (Select Bancorp, Inc.)
Closing Actions and Deliveries. At (a) On the ClosingClosing Date (other than item (iii) which shall be delivered on the date hereof), Seller shall deliver to Buyer (provided that delivery by the Sellers and the Purchaser shall, and the Purchaser escrow agent shall cause the Designated Purchasers to, enter into be deemed delivery by Seller):
(i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided a bixx xf sale in the Real Estate Agreements Term Sheetform of Exhibit B hereto (the “Bixx xf Sale”), and duly executed by Seller, transferring the tangible personal property included in the Assets to Buyer;
(ii) instruments of an assignment and assumption agreement in the form of Exhibit C hereto (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the transfer assignment to, and assumption by, Buyer of all of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicableAssumed Liabilities;
(aiii) At a certificate of the Closing the Sellers shall deliver secretary or manager of Seller certifying to the Purchaser(A) Seller’s articles of incorporation and bylaws, if any, (xor similar governing documents), (B) in the case adoption of a resolutions of Seller that approving the transactions contemplated hereby and by each of the other Transaction Documents to which Seller is a “United States person” within party, (C) the meaning of Section 7701 incumbency of the Code officers signing this Agreement and applicable Treasury Regulationsother Transaction Documents to which Seller is a party on behalf of Seller (together with their specimen signatures), and (D) attaching a duly executed good standing certificate (or similar document) issued by the secretary of non-foreign status state certifying that Seller is existing and in accordance with Section 1445 good standing under the laws of the Code and applicable Treasury RegulationsCommonwealth of Puerto Rico; and
(iv) such other documents, instruments or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred certificates as shall be reasonably requested by Buyer or assigned to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations;its counsel.
(b) At On the ClosingClosing Date (other than items (iv) and (v) which shall be delivered on the date hereof), the Purchaser Buyer shall deliver or cause to Seller (provided that delivery by the escrow agent shall be delivered:deemed delivery by Buyer):
(i) the Purchase Price in the following manner: (A) the Escrow Amount will be released to Seller, (B) delivery of a promissory note in the Sellersform attached hereto as Exhibit D in the principal amount of Three Million Dollars (the “Promissory Note”), an amount equal and (C) application of a credit to Buyer for Two Hundred Fifty Thousand Dollars ($250,000.00) in respect of the Estimated Purchase Price, less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing DateBuyer Deposit;
(ii) the Bixx xf Sale and the Assignment and Assumption Agreement, each duly executed by Buyer;
(iii) a security agreement in the form attached hereto as Exhibit E (the “Security Agreement”), granting Seller a secured interest on the Assets;
(iv) a guaranty agreement in the form attached hereto as Exhibit F (the “Guaranty Agreement”) duly executed by Romark Laboratories L.C., a Florida limited liability company (the “Guarantor”), providing for Guarantor’s limited guaranty of Three Million Dollars ($3,000,000.00) of the Purchase Price;
(v) a certificate of the secretary or manager of Buyer certifying to (A) Buyer’s articles of organization and limited liability company agreement (or similar governing documents), (B) the Escrow Agentadoption of resolutions of Buyer approving the transactions contemplated hereby and by each of the other Transaction Documents to which Buyer is a party, an amount equal (C) the incumbency of the officers signing this Agreement and other Transaction Documents to which Buyer is a party on behalf of Buyer (together with their specimen signatures), and (D) attaching a good standing certificate (or similar document) issued by the Working Capital Escrow Amountsecretary of state certifying that Seller is existing and in good standing under the laws of the Commonwealth of Puerto Rico;
(vi) a certificate of the secretary or manager of Guarantor certifying to (A) Guarantor’s articles of organization and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of Guarantor approving the transactions contemplated by the Guaranty Agreement to which Guarantor is a party, (C) the incumbency of the officers signing the Guaranty Agreement to which Guarantor is a party on behalf of Guarantor (together with their specimen signatures), and (D) attaching a good standing certificate (or similar document) issued by the secretary of state certifying that Guarantor is existing and in good standing under the laws of Florida; and
(iiivii) to the Main Sellerssuch other documents, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 8.2.
(c) At the Closing, NNI instruments or certificates as shall deliver or cause to be delivered:
(i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to the Closing; and
(ii) a duly executed certificate of an executive officer of NNI certifying the fulfillment of the conditions set forth in Section 8.3.
(d) At the Closing, each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, Seller or evidence the consummation of, the transactions contemplated hereinits counsel.
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Closing Actions and Deliveries. At the Closing, the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and (ii) instruments of assignment and assumption effecting the transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable;:
(a) At the Closing the Sellers shall deliver have paid or shall cause to be paid, on behalf of each of the Companies, or make available to each respective Company for payment to the Purchaser, (x) applicable recipients thereof in the case where such payment gives rise to a withholding Tax obligation on the part of a Seller that is a “United States person” within such Company, by wire transfer of immediately available funds, the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned Estimated Transaction Expenses to the Purchaser or a Designated Purchaser pursuant to this Agreement by applicable recipients thereof as set forth on the Estimated Closing Statement and, where applicable, such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulationsrecipient’s invoice;
(b) At Each Seller shall deliver to Purchaser a certificate stating that such Seller has reviewed the Payment Allocation Schedule, there are no omissions or errors on the Payment Allocation Schedule with respect to such Seller and any information on such documents regarding such Seller is accurate and complete.
(c) The Sellers shall deliver to Parent and Acquisition Sub written resignations duly executed by the managers and officers of each of the Companies, as required by Parent and Acquisition Sub, with such resignations effective as of the Closing;
(d) The Sellers shall deliver to Parent and Acquisition Sub the approvals, consents, waivers and assignments set forth on Schedule 2.3(e);
(e) The Sellers shall deliver to Parent and Acquisition Sub a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of the Companies certifying as to such customary matters involving its organization and, to the extent applicable, its authorization of this Agreement, the Purchaser Transaction Documents to which it is a party and its consummation of the Transaction or the other transactions contemplated hereby or thereby;
(f) The Sellers shall deliver to Acquisition Sub a certificate from the Secretary of State (or cause to be delivered:
(isuch other appropriate Governmental Body) of the state of formation of each Company as to the Sellersgood standing of such Company, an amount equal to the Estimated Purchase Price, less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in all cases as of a written notice to the Purchaser at least date not more than two (2) Business Days prior to the Closing Date;
(iig) Each Seller shall deliver to Acquisition Sub a completed and duly executed form W-9;
(h) Each Seller shall deliver to Acquisition Sub an affidavit (in such form as is reasonably agreed to by Acquisition Sub), meeting the Escrow Agentrequirements of Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder, an amount equal certifying that such Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code;
(i) The Sellers shall deliver the Local Transfer Agreements;
(j) The Sellers shall have delivered evidence reasonably satisfactory to Parent of the Working Capital Escrow Amounttermination of the Intercompany Agreements;
(k) The Asset Seller and Acquisition Sub shall have duly executed and delivered the Assignment and Assumption Agreement, in the form agreed upon by the Parties (the “Assignment and Assumption Agreement”);
(l) The Asset Seller and Acquisition Sub shall have duly executed and delivered the Employee Sharing Agreement in the form agreed upon by the Parties (the “Employee Sharing Agreement”)
(m) The Asset Seller and Acquisition Sub shall have duly executed and delivered the Bxxx of Sale in the form agreed upon by the Parties (the “Bxxx of Sale”); and
(iiin) The Parties shall have executed and delivered such other special warranty deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties shall deem reasonably necessary to vest in Acquisition Sub all right, title and interest in, to and under the Main Sellers, a duly executed certificate of an executive officer Transferred Assets and to evidence Acquisition Sub’s assumption of the Purchaser certifying the fulfillment Transferred Liabilities;
(o) The Equity Seller shall have delivered evidence of the conditions set forth in Section 8.2.termination of that certain Master Real Property Conveyance Agreement, dated October 26, 2019, between the Equity Seller and TTP8, LLC and such termination shall continue to be effective through the Closing Date;
(cp) At If the Parent is then listed on the New York Stock Exchange, Parent shall have received approval from the New York Stock Exchange for its Supplemental Listing Application for issuance of additional shares of Common Stock;
(q) Conditioned upon the Closing, NNI the Equity Sellers shall deliver or cause to be delivered:
(i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable)have been released from those three certain Guarantee Agreements, dated as of a date no earlier than three (3) days prior to July 10, 2017, between the ClosingEquity Sellers and Inmost Partners, LLC guaranteeing the notes issued by DSV SPV1 LLC, DSV SPV2 LLC, and DSV SPV3 LLC; and
(iir) a duly executed certificate of an executive officer of NNI certifying The Parent shall have completed and received the fulfillment proceeds of the conditions set forth in Section 8.3Financing.
(d) At the Closing, each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, the transactions contemplated herein.
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Closing Actions and Deliveries. At Subject to the conditions set forth in this Agreement, at the Closing, the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and (ii) instruments of assignment and assumption effecting the transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable;
(a) At the Closing the Sellers shall deliver to the Purchaser, (x) in the case of a Seller that is a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations;
(b) At the Closing, the Purchaser shall deliver or cause to be delivered:
(i) Buyer shall deliver the Closing Payment and the Prepaid Rent by wire transfer of immediately available funds to the Sellersaccount(s) designated by Seller, an amount equal such designation to be made in writing at least two (2) business days prior to the Estimated Purchase Price, less Closing; and Buyer shall assume the Working Capital Assumed Liabilities through execution of the xxxx of sale and assignment and assumption of liabilities in the form attached hereto as Exhibit A (the "Xxxx of Sale and Assignment and Assumption Agreement");
(ii) Buyer shall deposit with the Escrow Agent the Escrow Amount, to be governed by the terms and conditions of the Escrow Agreement, by wire transfer in of immediately available funds to an account or accounts which has been designated by the Main Sellers in a written notice Escrow Agent to the Purchaser at least two (2) Business Days prior to the Closing DateBuyer;
(ii) to the Escrow Agent, an amount equal to the Working Capital Escrow Amount; and
(iii) Seller shall (and the Principals shall cause Seller to) convey all of the Purchased Assets to Buyer and shall deliver to Buyer such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments, transfer tax declarations and all other instruments of conveyance as are necessary or desirable to effect transfer to Buyer of good and marketable title to the Main SellersPurchased Assets (free and clear of all Liens), a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 8.2.
(c) At the Closing, NNI shall deliver or cause to be deliveredincluding delivery by Seller of:
(iA) an updated Section 4.11(bexecuted Xxxx of Sale and Assignment and Assumption Agreement;
(B) documents acceptable for recordation in the Canadian Intellectual
(C) with respect to each Lease included as part of the Sellers Disclosure Schedule Purchased Assets, an assignment and assumption of lease in form and substance satisfactory to Buyer, acting reasonably, which will include the lessor’s consent to assignment of the lease and will endeavour (if applicable)but shall not be required) to include Buyer’s customary use language (each, dated as an "Assignment and Assumption of a date no earlier than three (3Lease") days prior to and duly executed by Seller and the Closing; andlessor under such Lease;
(iiD) a duly executed certificate documentation necessary to reflect the assignment of an executive officer of NNI certifying all POS licenses used in connection with the fulfillment of the conditions set forth in Section 8.3Business to Buyer.
(d) At the Closing, each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, the transactions contemplated herein.
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Closing Actions and Deliveries. (a) At the Closing, the Sellers Company and the Purchaser shall, and the Purchaser Merger Sub shall cause the Designated Purchasers toCertificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware.
(b) At or prior to Closing, enter into the Company or the Securityholder Representative, as applicable, shall deliver, or cause to be delivered to Parent:
(i) the Ancillary Agreements to which it is contemplated that they will be partiesEscrow Agreement, to duly executed by the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and Securityholder Representative;
(ii) instruments of assignment duly executed customary payoff letters, in form and assumption effecting substance reasonably satisfactory to Parent (such payoff letters, the transfer “Payoff Letters”) with respect to the Indebtedness set forth on Schedule 3.02(d) (such Indebtedness, the “Specified Indebtedness”) indicating the amount required to discharge the Specified Indebtedness owed as of the Assets Closing and providing for the Assigned Intellectual Property from release of all Liens securing the Sellers to the Purchaser or the Designated Purchaser(s), as applicableSpecified Indebtedness upon payment therefor;
(aiii) At resignation letters, in form and substance reasonably satisfactory to Parent, duly executed by the Closing the Sellers shall deliver to the Purchaser, (x) in the case of a Seller that is a “United States person” within the meaning of Section 7701 directors of the Code Company and applicable Treasury Regulations, its Subsidiaries;
(iv) a duly completed and executed certificate by the Company, signed under penalties of non-foreign status in accordance perjury, complying with Section 1445 of the Code and applicable Treasury Regulations, or (yRegulations Section 1.1445-2(c)(3) in and 1.897-2(h) dated as of the case of a Seller Closing Date and that is reasonably satisfactory to Parent, certifying that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States personreal property holding corporation” within the meaning of Section 7701 897(c)(2) of the Code and applicable Treasury RegulationsCode, together with a duly executed certificate certifying that none of the Assets transferred or assigned notice addressed to the Purchaser or a Designated Purchaser pursuant IRS, signed by the Company, that satisfies the requirements of Treasury Regulations Section 1.897-2(h)(2) and that is satisfactory to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations;
(b) At the Closing, the Purchaser shall deliver or cause Parent to be delivered:
(i) submitted to the Sellers, an amount equal to IRS and in the Estimated Purchase Price, less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing Date;
(ii) to the Escrow Agent, an amount equal to the Working Capital Escrow Amountform attached hereto as Exhibit D; and
(iiiv) the certificate required to be delivered by the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Company pursuant to Section 8.28.01(c).
(c) At the or prior to Closing, NNI shall deliver or cause to be delivered:
(i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to the Closing; and
(ii) a duly executed certificate of an executive officer of NNI certifying the fulfillment of the conditions set forth in Section 8.3.
(d) At the Closing, each Party Parent shall deliver, or cause to be delivered, delivered to the other any other documents reasonably requested Securityholder Representative:
(i) the Escrow Agreement, duly executed by such other Party in order Parent and the Escrow Agent;
(ii) the certificate required to effect, or be delivered by Parent and Merger Sub pursuant to Section 8.02(c); and
(iii) evidence that Parent has made the consummation of, payments and taken the transactions actions contemplated hereinby Section 3.02.
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