Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement: (a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens; (b) Seller will execute and deliver to Buyer a Bill of Sale conveying the Assets to Buyer, in the form attached hereto as Exhibit A; (c) Xxxxx and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit B; (d) Xxxxx and Seller will execute and deliver to each other an Indian Subsidiary Purchase Agreement, in the form attached hereto as Exhibit C; (e) B G Staff Services, Inc. and Xxxx Xxxxxxxx Xxxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D; (f) Xxxxxx IT and Xxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E; (g) Seller will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any Indebtedness, other than Permitted Liens; (h) Seller will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8; (i) Seller will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price); (j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business; (k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9; (l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger; (m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares; (n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT; (o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and (p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing; (q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and (r) Seller will deliver to Buyer each of the following: (i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961; (ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961; (iii) a certified copy of Seller’s Indian permanent account number; (iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller; (v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB; (vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and (s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with(i) On the Closing Date, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller Xtrana will execute and deliver to Buyer a Bill Wachovia, National Association ("Escrow Agent"), as escrow agent, the patent assignment instrument attached hereto as Exhibit III (the "Patent Assignment"), to be held in escrow in accordance with the terms and conditions of Sale conveying the Assets to Buyer, Escrow Agreement in the form attached hereto as Exhibit A;
Schedule 2(e)(i) (c) Xxxxx the "Escrow Agreement"). On the Closing Date, Xtrana and Seller will AB shall execute and deliver to each other an Assignment the Escrow Agent and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit B;
(d) Xxxxx and Seller will execute and deliver to each other an Indian Subsidiary Purchase the Escrow Agreement, . The Patent Assignment and any money delivered to the Escrow Agent shall be released and delivered by the Escrow Agent as provided in the form attached hereto as Exhibit C;
(e) B G Staff Services, Inc. and Xxxx Xxxxxxxx Xxxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D;
(f) Xxxxxx IT and Xxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(g) Seller will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any Indebtedness, other than Permitted Liens;
(h) Seller will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
(i) Seller will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price);
(j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to BuyerEscrow Agreement. The Parties agree that: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status Patent Assignment shall be released from escrow and delivered to AB, and the Initial Purchase Price (as defined in Section 2(f) below) and any interest earned on the Initial Purchase Price shall be released from escrow and delivered to Xtrana, in the event that all the conditions set forth in Section 2(e)(ii) (the "Consummation Conditions") have been satisfied on or before May 14, 2004, or in the event that AB delivers a written notice to the Escrow Agent directing such delivery of Proceedings against Seller under the Indian Income Tax ActPatent Assignment to AB and payment of such amounts to Xtrana (the "AB Consummation Notice") on or prior to May 24, 1961; 2004, and that otherwise (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with Intellectual Property shall be rescinded as provided in Section 27 hereof and that in such case the calculation Patent Assignment be released and returned to Xtrana and the Initial Purchase Price and any interest thereon be released and delivered to AB. In the event that the conditions set forth in Section 2(e)(ii) have been satisfied on or before May 14, 2004, Xtrana and AB shall promptly issue a joint instruction certificate to the Escrow Agent instructing it to deliver the Patent Assignment to AB and the Initial Purchase Price, plus any interest earned thereon, to Xtrana.
(ii) The Consummation Conditions are that:
(1) One of the related India withholding Tax amount conditions specified in Section 1(a) or 1(b) of Schedule 2(e)(ii) has been satisfied on or prior to be withheld by BuyerMay 14, in a form and manner acceptable to Buyer2004; and
(s2) Seller will execute One of the conditions specified in Section 2(a) or 2(b) of Schedule 2(e)(ii) has been satisfied on or prior to May 14, 2004; and
(3) An officer of Xtrana duly authorized to do so has executed and deliver delivered to Xxxxx such other assignmentsAB a certificate in the form of Schedule 2(e)(ii) hereto with the appropriate boxes checked and the appropriate certification from Hogan & Hartson LLP, releasescounsel to Xtrana, consents to assignment xxxxxted xx xx May 14, 2004."
5. Section 2(f) of the Agreement is hereby amended by deleting the first sentence of Section 2(f) and other instruments inserting the following in lieu thereof:
(i) one payment of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and three million five hundred thousand dollars ($3,500,000) (the "Initial Purchase Price") shall be delivered to the Assets Escrow Agent on the Closing Date (reflecting the application of the deposit of $100,000 previously paid by AB (the "Deposit")), and (ii) a second payment of four hundred thousand dollars ($400,000) (the "Remaining Purchase Price") shall be due and payable three (3) months thereafter, contingent upon Xtrana's providing the consulting services as described in Section 2(c) above."
6. Section 8 of the manner provided for in this AgreementAgreement is hereby amended by adding the following subsection (j).
Appears in 1 contract
Samples: Assignment Agreement (Xtrana Inc)
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller Buyer will pay to the Sellers the Purchase Price in accordance with Section 1.5;
(b) the Sellers will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(bc) Seller the Sellers will execute and deliver to Buyer a Bill Bxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
(cd) Xxxxx Buyer and Seller the Sellers will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
(d) Xxxxx and Seller will execute and deliver to each other an Indian Subsidiary Purchase Agreement, in the form attached hereto as Exhibit C;
(e) B G Staff Services, Services Inc. and Xxxx Xxxxxxxx Xxxxxxx Bxxx Xxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit DC;
(f) Xxxxxx IT Buyer, the Sellers, and Xxxxx Xxxxx the Escrow Agent will execute and deliver to each other an employment escrow agreement, which is attached hereto as Exhibit ED (the “Escrow Agreement”);
(g) Seller Buyer, the Sellers and the Sellers’ Landlords, as applicable, will execute and deliver to each other lease assignment agreements with respect to each of the InStaff Offices, in form and substance reasonably satisfactory to Buyer and the Sellers (collectively, the “Lease Assignments”), and the Sellers and the Sellers’ Landlords, as applicable, will deliver to Buyer occupancy to each of the InStaff Offices;
(h) the Sellers will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the full payment and release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liensincluding the Liens described in Schedule 1.9(h);
(hi) if and only to the extent provided by and permitted under applicable Law, the Sellers will deliver to Buyer a statement of occasional sale and any other certificates or instruments necessary for the sale and transfer of the Assets to be free of any Transfer Taxes, including, without limitation, a properly completed Statement of Occasional Sale (Texas Comptroller of Public Accounts Form 01-917) executed by each Seller certifying that the transaction qualifies as an “Occasional Sale” within the meaning of Section 151.304(b)(2) of the Texas Tax Code;
(j) the Sellers will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.84.10;
(ik) Seller Buyer will receive certificates and/or other evidence reasonably satisfactory to Buyer from the Sellers and TSIL with respect to the transfer of the Sellers’ equity interests in TSIL to Buyer, effective as of the Closing;
(l) Buyer and the Sellers will execute and deliver to each other a Transition Services Agreement, which is attached hereto as Exhibit E; and
(m) the Sellers will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s the books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price);
(j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Microcase, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (possession or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner control of the Shares of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this AgreementSellers.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
: (a) Seller Sellers will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
; (b) Seller Sellers will execute and deliver to Buyer a Bill Xxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
; (c) Xxxxx Buyer and Seller Sellers will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
; 9 (d) Xxxxx Buyer (or BG Staffing, Inc., as applicable) and Seller Sellers will execute and deliver to each other an Indian Subsidiary Purchase AgreementLease Assignment and Assumption Agreements with respect to the Chicago Offices and Oak Brook Offices, in form and substance reasonably satisfactory to Buyer and Sellers (collectively, the form attached hereto “Lease Assignment Agreements”), which includes as Exhibit C;
an exhibit thereto the consent of the respective owners of the Chicago Offices and Oak Brook Offices to the Lease Assignment Agreements, and Sellers and such landlords will deliver to Buyer occupancy to the Chicago Offices and Oak Brook Offices; (e) B G Staff Services, Inc. and Xxxx Xxxxxxxx Laundry Xxxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D;
C; (f) Xxxxxx IT and Xxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(g) Seller Sellers will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
; (hg) Seller Sellers will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
; (h) Sellers will deliver to Buyer, no later than two Business Days prior to the Closing Date, copies of the Certificates of Insurance; (i) Seller Sellers will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement; (j) Sellers will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s Sellers’ books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price);
; (jk) Seller Buyer will deliver the Purchase Price to Sellers or their designees; (l) Buyer will deliver to Buyer Sellers a certificate (a “Tax Clearance Letter”) issued dated as of the Closing Date, duly executed by the Tennessee Department an authorized officer of Revenue showing that there are no taxes due for the Seller Buyer, given by him or her on any Assets used behalf of Buyer and not in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyerhis or her individual capacity, certifying as to: (i) a an attached copy of the letter sent by the Seller to the officer of Micro requesting the cancellation resolutions of the existing share certificates in Board of Directors (or similar governing body) of Buyer authorizing and approving the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; execution, delivery and performance of, and the registration consummation of Buyer in the shareholders’ ledger of Microtransactions contemplated by, in the form attached hereto as Exhibit Fthis Agreement, and (ii) certificates representing the Micro Sharesstating that such resolutions have not been amended, free and clear of all Liensmodified, duly endorsed (revoked or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyerrescinded; (ii) board resolution appointing the Buyer’s nominees as directors on the Board incumbency, authority and specimen signature of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors each officer of Xxxxxx ITBuyer executing this Agreement; and (iii) an updated register of members recording the Buyer as the owner true and complete attached copies of the Shares Organizational Documents of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement.10
Appears in 1 contract
Samples: Asset Purchase Agreement
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller will execute and deliver to Buyer a Bill Xxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
(c) Xxxxx Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
(d) Xxxxx Buyer and Seller will execute and deliver to each other an Indian Subsidiary Purchase Agreementa Lease Assignment and Assumption Agreement with respect to the Memphis Offices and Chattanooga Offices, in form and substance reasonably satisfactory to Buyer and Seller (collectively, the form “Lease Assignment Agreements”), which includes as an exhibit thereto the consent of the respective owners of the Memphis Offices and Chattanooga Offices to the Lease Assignment Agreements, and Seller and such owners will deliver to Buyer occupancy to the Memphis Offices and Chattanooga Offices;
(e) Buyer and Seller will execute and deliver to each other a Lease Agreement with respect to the Nashville Offices, which is attached hereto as Exhibit CC (the “Nashville Lease Agreement”), pursuant to which Buyer will lease the Nashville Offices from Seller for a one-year team (with two successive one-year renewal terms at Buyer’s option) at an annual rental rate of $120,000 per year, and Seller will deliver to Buyer occupancy to the Nashville Offices;
(ef) B G Staff Services, Inc. and Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D;
(fg) B G Staff Services, Inc. and Xxxxxx IT and Xxxxx Xxxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(gh) Seller will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
(hi) Seller will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
(ij) Seller will deliver to Buyer, no later than five Business Days prior to the Closing Date, copies of the Certificates of Insurance;
(k) Seller will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement;
(l) except to the extent listed as an Excluded Asset under Section 1.2(p), Seller will deliver to Buyer or otherwise make reasonably available during normal business hours the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price);
(j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer evidence reasonably satisfactory to Buyer along with any other documents that are necessary the Tax Clearance Certificates (as defined in Section 2.8(b)) have been requested by Seller from the applicable Governmental Bodies in Alabama, Colorado, Kentucky, Pennsylvania, Tennessee and Texas on or prior to transfer to Buyer good and valid title to all such Xxxxxx IT Sharesthe date of this Agreement;
(n) to the extent permitted by applicable Law, Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record such certificates or instruments necessary for the transfer of Shares the Assets to be free of Xxxxxx IT from any Transfer Tax, including, without limitation, a properly completed Statement of Occasional Sale (Texas Comptroller of Public Accounts Form 01-917) executed by Seller certifying that the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner transfer of the Shares Assets qualifies as an “occasional sale” within the meaning of Xxxxxx IT;Section 151.304(b)(2) of the Texas Tax Code; and
(o) Buyer and Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreementa Trademark Assignment Agreement evidencing the assignment by Seller to Buyer of the trademark “Zycron”, in the form which is attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement.F.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law (as defined below) to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, Liens other than Permitted Liens;
(b) Seller will execute and deliver to Buyer a Bill Bxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
(c) Xxxxx Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
(d) Xxxxx B G Staff Services Inc. and Seller Txxxxx Xxxxxxx will execute and deliver to each other an Indian Subsidiary Purchase Agreementemployment agreement, in the form which is attached hereto as Exhibit C;
(e) B G Staff Services, Services Inc. and Xxxx Xxxxxxxx Xxxxxxx Jxxxxx Xxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D;
(f) Xxxxxx IT B G Staff Services Inc. and Xxxxx Xxxxx Rxxxxx Xxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(gi) Buyer and Seller will execute and deliver to each other a Lease Assignment and Assumption Agreement with respect to the Pawtucket Offices (the “Lease Assignment”), which includes as an exhibit thereto the consent of Hope Artiste Village LLC, the owner of the Pawtucket Offices, to the Lease Assignment, a copy of which is attached hereto as Exhibit F, and Seller and Hope Artiste Village LLC will deliver to Buyer occupancy to the Pawtucket Offices;
(h) Seller will deliver to Buyer executed UCC Termination Statements or and other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens (as defined below) on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
(hi) Seller will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8
(j) Seller will deliver to Buyer, no later than five Business Days prior to the Closing Date, copies of the Certificates of Insurance (as defined below);
(ik) Seller will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement; and
(l) Seller will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information Business (except for the Purchase Price);
(j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller will execute and deliver to Buyer a Bill Xxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
(c) Xxxxx Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
(d) Xxxxx and Seller will execute and deliver to each other an Indian Subsidiary Purchase Agreement, in the form attached hereto as Exhibit C[intentionally omitted];
(e) B G Staff Services, Inc. and Xxxx Xxxxxxxx Xxxxxxx the Selling Persons will execute and deliver to each other an employment agreementagreements, which is are attached hereto as Exhibit DC (together, the “Selling Persons’ Employment Agreements”);
(f) Xxxxxx IT and Xxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(g) Seller will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
(hg) Seller will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
(h) Seller will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement;
(i) Seller will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in 101572953.9 10 information and passwords necessary to access such information (except for the Purchase Price);; and
(j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Virginia Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;.
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller Sellers will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller Sellers will execute and deliver to Buyer a Bill Xxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
(c) Xxxxx Buyer and Seller Sellers will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
(d) Xxxxx Buyer and Seller Sellers will execute and deliver to each other an Indian Subsidiary Purchase Agreementa Lease Assignment and Assumption Agreement with respect to the Xxxx Valley Offices, in the form which is attached hereto as Exhibit CC (the “Lease Agreement”), which includes as a provision therein the consent of Xxxxxxx-SC10, LLC, the owner of the Xxxx Valley Offices, to the Lease Agreement, and Sellers and Xxxxxxx-SC10, LLC will deliver to Buyer occupancy to the Xxxx Valley Offices;
(e) B G Staff Services, Inc. and Xxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D;
(f) B G Staff Services, Inc. and Xxxxxx IT and Xxxxx Xxxxx Xxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(g) Seller Sellers will deliver to Buyer a duly executed consent of The Bartech Group, Inc. (“Bartech”) to the assignment of the Supplier Master Services Agreement between Sellers and Bartech relating to providing staffing services to X. Xxxx Price Group, Inc., in form and substance reasonably satisfactory to Buyer, which assignment shall be effective as of the Closing Date;
(h) Sellers will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
(hi) Seller Sellers will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
(ij) Seller Sellers will deliver to Buyer, no later than five Business Days prior to the Closing Date, copies of the Certificates of Insurance;
(k) Sellers will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement;
(l) Sellers will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s Sellers’ books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in login information and passwords necessary to access such information (except for the Purchase Price);, all of which will be delivered to Buyer in electronic format only and not in any tangible form; and
(jm) Seller Sellers will deliver to Buyer a certificate (a “Tax Clearance Letter”) Good Standing Certificate” issued by the Tennessee Department Comptroller of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm Maryland reflecting that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries Maryland Taxes have been paid and the other Tax Clearance Certificates (as defined in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement2.8(b)).
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously withAt the Closing, and subsequent toto be not later than July 30, as applicable1999 (the "Closing Date"), (i) the execution and delivery of this Agreement:
(a) Seller will endorse and shall deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller will execute and deliver to Buyer a Bill Bxxx of Sale conveying for the Acquired Assets to Buyer, in the form attached hereto as Exhibit A;
EXHIBIT D, (cii) Xxxxx the Buyer shall deliver to the Seller the cash consideration as described in Section 2(c) and Seller will execute shall deliver to Hxxxxxxxx Buyer's letter instructing its transfer agent, American Stock Transfer, to issue the shares of Common Stock and the cash consideration as described in Section 2(c); (iii) the Buyer shall deliver to each other an of the Management Employees Buyer's letter instructing its transfer agent, American Stock Transfer, to issue the shares of Common Stock as described in Section 2(c); (iv) the Buyer shall deliver to the Seller a document of Assignment and Assumption Agreement evidencing the assumption by Buyer of the Contracts and Assumed Liabilities, Liabilities in the form attached hereto as Exhibit B;
EXHIBIT E, (dv) Xxxxx and Seller the Buyer will execute and deliver to each other an Indian Subsidiary Purchase of the Seller, Hxxxxxxxx and the Management Employees the Registration Rights Agreement, in the form attached hereto as Exhibit C;
and (evi) B G Staff Services, Inc. and Xxxx Xxxxxxxx Xxxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit D;
(f) Xxxxxx IT and Xxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(g) Seller will Hxxxxxxxx shall deliver to Buyer an original executed UCC Termination Statements or other evidence satisfactory acknowledgment that all amounts due and owing to BuyerHxxxxxxxx by the Seller have been paid and satisfied in full, such as customary payoff letters, to evidence the release of and that Hxxxxxxxx releases any and all Liens on lien claims in the Assets or securing any IndebtednessAcquired Assets, other and (vii) Buyer shall cause the share certificates evidencing the shares of common stock described in section 2(c) to be delivered to Hxxxxxxxx and each of the Management Employees as expeditiously as possible but in no event later than Permitted Liens;
August 15, 1999, and (hviii) Seller will each party shall deliver to Buyer the other all third Person consents that are such agreements, documents and instruments contemplated by this Agreement or necessary for the transfer conveyance of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
(i) Seller will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating Acquired Assets to the Assets Buyer and the Business assumption of the Assumed Contracts and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price);
(j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued Assumed Liabilities by the Tennessee Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i) executed resignations of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable Marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller will execute and deliver to Buyer a Bill Xxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
(c) Xxxxx Buyer and Seller will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
(d) Xxxxx Intentionally Deleted;
(e) Buyer and Seller Image Engine, LLC (“Image Engine”) will execute and deliver to each other an Indian Subsidiary Purchase Agreementa master services agreement pursuant to which Buyer will be the sole provider of temporary staffing services and persons to Image Engine and any of its current or prospective customers or clients subject to the terms and conditions set forth therein, in substantially the form attached hereto as Exhibit C;
(ef) B G Staff ServicesBuyer, Inc. Seller and Xxxx Xxxxxxxx Xxxxxxx the Escrow Agent will execute and deliver to each other an employment agreementEscrow Agreement, which is attached hereto as Exhibit D;
D (f) Xxxxxx IT and Xxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit Ethe “Escrow Agreement”);
(g) Seller will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
(h) Seller will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all third Person consents that are necessary right, title and interest in and to the Assets in the manner provided for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;this Agreement; and
(i) Seller will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information Business (except for the Purchase Price);; and
(j) if and only to the extent provided by and permitted under applicable Law, Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Department statement of Revenue showing that there are no taxes due occasional sale and any other certificates or instruments necessary for the Seller or on sale and transfer of the Assets to be free of any Assets used in the Business;
(k) Seller and each Selling Person will deliver to Buyer Transfer Taxes, including, without limitation, a properly completed Internal Revenue Service Statement of Occasional Sale (Texas Comptroller of Public Accounts Form W-9;
(l) Seller will deliver to Buyer: (i) a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of Micro, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT;
(o) Seller and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(p) Xxxxxx will deliver to Buyer (i01-917) executed resignations by Seller certifying that the transaction qualifies as an “Occasional Sale” within the meaning of each of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may beSection 151.304(b)(2) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Texas Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this AgreementCode.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller Sellers will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller Sellers will execute and deliver to Buyer a Bill of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit AB;
(c) Xxxxx and Seller Sellers will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit BC;
(d) Xxxxx Buyer and Seller Sellers will execute and deliver to each other Lease Assignment and Assumption Agreements with respect to the Houston Office, Dallas Office, and Austin Office, in form and substance reasonably satisfactory to Buyer and Sellers (each a “Lease Assignment Agreement” and collectively, the “Lease Assignment Agreements”), which includes, to the extent required under the terms of the applicable lease agreement, as an Indian Subsidiary Purchase exhibit thereto the form of consent of the landlord of the Houston Office, Dallas Office, and Austin Office to their respective Lease Assignment Agreement, in and Sellers will deliver to Buyer occupancy to the form attached hereto as Exhibit CHouston Office, Dallas Office, and Austin Office;
(e) B G Staff Services, Inc. and Xxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx will execute and deliver to each other an employment agreement, which is in the form attached hereto as Exhibit D;
(f) Xxxxxx IT B G Staff Services, Inc. and Xxxxx Xxxxx Xxx Xxxxxxxx will execute and deliver to each other an employment agreement, which is in the form attached hereto as Exhibit E;
(g) Seller Sellers will deliver to Buyer executed UCC Termination Statements or other evidence reasonably satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
(h) Seller Sellers will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
(i) Seller Sellers will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement;
(j) Sellers will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s Sellers’ books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price);
(j) Seller will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued by the Tennessee Department of Revenue showing that there are no taxes due for the Seller or on any Assets used in the Business;
(k) Seller Sellers and each the Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller Sellers and Xxxxx will execute and deliver to Buyer: (i) each other a copy of the letter sent by the Seller to the officer of Micro requesting the cancellation of the existing share certificates in the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; and the registration of Buyer in the shareholders’ ledger of MicroTransition Services Agreement, in the form attached hereto as Exhibit F, and (ii) certificates representing the Micro Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyer; (ii) board resolution appointing the Buyer’s nominees as directors on the Board of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors of Xxxxxx IT; and (iii) an updated register of members recording the Buyer as the owner of the Shares of Xxxxxx IT;
(o) Seller Sellers and Xxxxx will execute and deliver to each other an Employee Leasing Agreement, in the form attached hereto as Exhibit G; and
(pn) Xxxxxx will deliver to Buyer a certificate of the Secretary or an Assistant Secretary (ior equivalent officer) executed resignations of each Party certifying that attached thereto are true and complete copies of the officers and directors of the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed resolutions adopted by Xxxxxx IT to report the change in the board of directors; directors or other entity authorization of that Party authorizing the execution, delivery and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each performance of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially Transaction Documents and the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer consummation of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of Transaction, and that all such resolutions are in full force and effect and are all the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller resolutions adopted in connection with the purchase Transaction, and sale certifying the names and signatures of the Xxxxxx IT Shares along with officers of that Party authorized to sign the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this AgreementTransaction Documents.
Appears in 1 contract
Closing and Post-Closing Deliveries. Contemporaneously with, and subsequent to, as applicable, the execution and delivery of this Agreement:
(a) Seller Sellers will endorse and deliver to Buyer any certificates of title and such other documents and instruments as may be necessary under applicable Law to effect or record the transfer of any Asset (other than the Shares which will be conveyed to Buyer pursuant to the delivery of the certificates and/or stock powers contemplated by Section 1.9(o)) for which ownership is evidenced by a certificate of title, if any, to Buyer and to convey to Buyer good and marketable title in such Assets, free and clear of any Liens, other than Permitted Liens;
(b) Seller Sellers will execute and deliver to Buyer a Bill Xxxx of Sale conveying the Assets to Buyer, in the form which is attached hereto as Exhibit A;
(c) Xxxxx Buyer and Seller Sellers will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form which is attached hereto as Exhibit B;
(d) Xxxxx Buyer (or BG Staffing, Inc., as applicable) and Seller Sellers will execute and deliver to each other an Indian Subsidiary Purchase AgreementLease Assignment and Assumption Agreements with respect to the Chicago Offices and Oak Brook Offices, in form and substance reasonably satisfactory to Buyer and Sellers (collectively, the form attached hereto “Lease Assignment Agreements”), which includes as Exhibit Can exhibit thereto the consent of the respective owners of the Chicago Offices and Oak Brook Offices to the Lease Assignment Agreements, and Sellers and such landlords will deliver to Buyer occupancy to the Chicago Offices and Oak Brook Offices;
(e) B G Staff Services, Inc. and Xxxx Xxxxxxxx Laundry Xxxxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit DC;
(f) Xxxxxx IT and Xxxxx Xxxxx will execute and deliver to each other an employment agreement, which is attached hereto as Exhibit E;
(g) Seller Sellers will deliver to Buyer executed UCC Termination Statements or other evidence satisfactory to Buyer, such as customary payoff letters, to evidence the release of any and all Liens on the Assets or securing any IndebtednessAssets, other than Permitted Liens;
(hg) Seller Sellers will deliver to Buyer all third Person consents that are necessary for the transfer of any Assets, including the Seller Assumed Contracts, in accordance with Section 4.8;
(h) Sellers will deliver to Buyer, no later than two Business Days prior to the Closing Date, copies of the Certificates of Insurance;
(i) Seller Sellers will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Buyer in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this Agreement;
(j) Sellers will deliver to Buyer or otherwise make available the originals or copies of all of Seller’s Sellers’ books, Records, ledgers, disks, proprietary information and other data relating to the Assets and the Business and all other written or electronic depositories of information relating to the Assets and the Business, including any log-in information and passwords necessary to access such information (except for the Purchase Price);
(jk) Seller Buyer will deliver the Purchase Price to Sellers or their designees;
(l) Buyer will deliver to Sellers a certificate dated as of the Closing Date, duly executed by an authorized officer of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors (or similar governing body) of Buyer authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of Buyer executing this Agreement; and (iii) true and complete attached copies of the Organizational Documents of Buyer;
(m) Buyer will deliver to Sellers a certificate of the Delaware Secretary of State as to the good standing of Buyer in such jurisdiction as of a date not more than five Business Days prior to the Closing Date;
(n) Sellers will deliver to Buyer a certificate (a “Tax Clearance Letter”) issued dated as of the Closing Date, duly executed by the Tennessee Department an authorized officer of Revenue showing that there are no taxes due for the Seller Sellers, given by him or her on any Assets used behalf of Sellers and not in the Business;
(k) Seller and each Selling Person will deliver to Buyer a properly completed Internal Revenue Service Form W-9;
(l) Seller will deliver to Buyerhis or her individual capacity, certifying as to: (i) a an attached copy of the letter sent by the Seller to the officer of Micro requesting the cancellation resolutions of the existing share certificates in Board of Directors (or similar governing body) of Sellers authorizing and approving the name of Seller; the issuance of a new certificate representing the Micro Shares in favor of Buyer; execution, delivery and performance of, and the registration consummation of Buyer in the shareholders’ ledger of Microtransactions contemplated by, in the form attached hereto as Exhibit Fthis Agreement, and (ii) certificates representing the Micro Sharesstating that such resolutions have not been amended, free and clear of all Liensmodified, duly endorsed (revoked or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents or actions that are necessary to transfer to Buyer good and valid title to all such Micro Shares, including the registry of Buyer as new shareholder of Micro in the corresponding shareholders’ ledger;
(m) Seller will deliver to Buyer certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer along with any other documents that are necessary to transfer to Buyer good and valid title to all such Xxxxxx IT Shares;
(n) Seller will deliver to Buyer certified true copies of: (i) a board resolution of Xxxxxx IT taking on record the transfer of Shares of Xxxxxx IT from the Seller to the Buyerrescinded; (ii) board resolution appointing the Buyer’s nominees as directors on the Board incumbency, authority and specimen signature of Xxxxxx IT and taking on record the resignations tendered by all other officers and directors each officer of Xxxxxx ITSellers executing this Agreement; and (iii) an updated register of members recording the Buyer as the owner true and complete attached copies of the Shares Organizational Documents of Xxxxxx ITSellers;
(o) Seller Buyer and Xxxxx Smart Resources will execute and deliver to each other an Employee Leasing Agreementa Trademark Assignment Agreement evidencing the assignment by Smart Resources to Buyer of the trademarks “Accountable Search” and “Smart Resources”, in the form which is attached hereto as Exhibit GD; and
(p) Xxxxxx Sellers will deliver to Buyer (i) executed resignations of each certificates of the officers and directors Illinois Secretary of State as to the Subsidiaries, wherein they agree to resign their manager, director, and/or officer position(s) (good standing of Sellers in such jurisdiction as the case may be) of the Subsidiaries and they confirm that all salaries, pensions, bonuses, change in control or exit payments or similar contractual obligations of the Subsidiaries have been paid in full and settled a date not more than five Business Days prior to Closing;
(q) Seller will deliver to Buyer (i) Form DIR 12 filed by Xxxxxx IT to report the change in the board of directors; and (ii) Form DIR 11 filed by the resigning officers and directors of Xxxxxx IT reporting their resignation; and
(r) Seller will deliver to Buyer each of the following:
(i) a letter from a qualified chartered accountant, issued on reliance basis, in substantially the form and manner acceptable to Buyer and attached hereto as Exhibit H, certifying (A) the status of Proceedings against Seller under the Indian Income Tax Act, 1961; and (B) that the transfer of the Xxxxxx IT Shares from Seller to Buyer will not be held void under Section 281 of the Indian Income Tax Act, 1961;
(ii) a valuation report from a qualified chartered accountant issued on a reliance basis setting out the valuation of the Xxxxxx IT Shares under Sections 56(2)(x) and 50CA of the Indian Income Tax Act, 1961;
(iii) a certified copy of Seller’s Indian permanent account number;
(iv) proof, reasonably satisfactory to Buyer, of the cost basis and date of acquisition of the Xxxxxx IT Shares held by Seller;
(v) such other information and documents, satisfactory to Buyer, required for purposes of India Forms 15CA and 15CB;
(vi) an opinion from a qualified chartered accountant issued on a reliance basis setting out the computation of India capital gain Tax owed by Seller in connection with the purchase and sale of the Xxxxxx IT Shares along with the calculation of the related India withholding Tax amount to be withheld by Buyer, in a form and manner acceptable to Buyer; and
(s) Seller will execute and deliver to Xxxxx such other assignments, releases, consents to assignment and other instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form and in substance to Buyer as reasonably requested by Xxxxx in order to convey to Buyer all right, title and interest in and to the Assets in the manner provided for in this AgreementClosing Date.
Appears in 1 contract
