Closing Deliverables of Seller. At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) Initial Closing Statement;
(b) each other Ancillary Document, duly executed and delivered by Seller and the Company (in each case, if party thereto), in the form agreed by the Parties and attached as an Exhibit hereto (if applicable);
(c) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is incorporated;
(d) resignations or removal of the directors and officers of the Company in a form reasonably acceptable to Buyer effective at Closing;
(e) stock certificate evidencing the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank;
(f) payoff letters in respect of any Payoff Indebtedness;
(g) documentation evidencing the release of the Encumbrances set forth on subsections (1) to (5) of Section 1.01(b) of the Disclosure Schedules on or against any assets or securities of the of the Company;
(h) an Internal Revenue Service Form W-9, duly executed by Seller;
(i) full releases of all recorded mortgages, deeds of trust and other financing instruments affecting the Owned Real Property listed on Section 9.01(i) of the Disclosure Schedule, acknowledged and in proper form for recording, or payoff statements from the holder(s) of the same committing to release the Owned Real Property from the lien of the same upon receipt of payment in full satisfaction of the debt secured by such mortgages, deeds of trust and other financing instruments affecting the Owned Real Property; and
(j) any documents or information reasonably required by Buyer’s title company including, but not limited to, an owner’s affidavit of title from Buyer’s title company.
Closing Deliverables of Seller. At the Closing, Seller shall deliver to Buyer the following:
(a) evidence reasonably satisfactory to Buyer of the receipt of all approvals, consents, ratifications, waivers and other authorizations set forth on Schedule 8.1(a) and any Governmental Approvals otherwise necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents;
(b) the Escrow Agreement, duly executed by Seller Representative;
(c) the Employment Agreements, duly executed by each Shareholder;
(d) a xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, transferring the tangible personal property included in the Acquired Assets to Buyer;
(e) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to, and assumption by, Buyer of the Acquired Assets and the Assumed Liabilities;
(f) an assignment, substantially in the form attached hereto as Exhibit E (the “Intellectual Property Assignment”), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Acquired Intellectual Property to Buyer;
(g) a real property lease agreement, substantially in the form attached hereto as Exhibit F (the “Facilities Lease”), duly executed by JST Capital, LLC, a wholly-owned Subsidiary of Pritech, as lessor, providing for the lease to Buyer of the facilities utilized by Seller in the Business located at 0000 Xxxxxxxx Xxxxxxx, Douglasville, Georgia 30134;
(h) an affidavit, in compliance with Treasury Regulation Section 1.1445-2(b) and dated as of the Closing Date, duly executed by Pritech and certifying that Pritech is not a “foreign person” for purposes of Section 1445 of the Code;
(i) evidence, satisfactory to Buyer, of full and complete payment of all Indebtedness of Seller and releases with respect to all Liens (other than Permitted Encumbrances) encumbering any of Seller’s assets (or payoff letters with respect thereto, including with respect to the Printer Leases, satisfactory to Buyer);
(j) all Governmental Licenses, if any, to be transferred pursuant to Section 2.2(f), in a form reasonably acceptable to Buyer;
(k) a certificate of the Secretary of each of Pritech and Seller: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s board of directors, shareholders, members or...
Closing Deliverables of Seller. At the Closing, Seller shall deliver to Acquiror (a) the certificates representing the Shares, duly endorsed in blank, or accompanied by stock powers duly executed in blank by Seller and (b) the certificates and other documents required to be delivered pursuant to Section 8.2.
Closing Deliverables of Seller. At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following:
(a) the Bill of Sale executed by Xxxxxx;
(b) a certificate of an executive officer of Seller setting forth the incumbency and specimen signature of the officer or officers of Xxxxxx who have executed and delivered the Transaction Documents, and attaching a copy of the organizational documents of Seller; 4142-6955-2969.14
(c) the Financing Statements, reasonably satisfactory to Purchaser, pursuant to Section 2.1(b);
(d) the Licensee Consent executed by Xxxxxx and Licensee;
(e) the Escrow Agreement executed by Xxxxxx and the Escrow Agent; and
(f) a copy of the Licensee Direction executed by Xxxxxx.
Closing Deliverables of Seller. On the terms and subject to the conditions of this Agreement and in addition to the obligations of Seller set forth in Section 2, Seller shall deliver, or cause to be delivered, to Purchaser at Closing:
Closing Deliverables of Seller. At the Closing, Seller shall deliver to Buyer the following: A. A bxxx of sale in the form of Exhibit A hereto (the "Bxxx of Sale") and duly executed by Seller, transferring the Purchased Assets to Buyer;
Closing Deliverables of Seller. At the Closing, Seller shall deliver to Purchaser the following:
(a) A duly executed Assignment and Assumption Agreement, in the form attached hereto as Exhibit A;
(b) A duly executed Patent Assignment in the form attached hereto as Exhibit C; and
(c) A duly executed letter to the FDA authorizing Purchaser to reference and rely upon all information and data contained in the Seller INDs and authorizing the FDA to cross reference the Seller INDs on behalf of Purchaser for any IND, NDA or other regulatory submission filed by Purchaser for the Compound or any Product in the form attached hereto as Exhibit G (the “IND Reference Letters”).
Closing Deliverables of Seller. At the Closing, Seller shall deliver the following to Purchaser:
i. the Xxxx of Sale, duly executed and delivered by Seller;
ii. certificates of title duly endorsed and transferred to Purchaser for all titled equipment and vehicles included in the Purchased Assets;
iii.a good standing certificate, dated within thirty (30) days of the Closing Date, of Seller certified by the Secretary of State of (A) the jurisdiction of formation of Seller, and (B) each other jurisdiction in which such entity is qualified to do business as a foreign entity;
Closing Deliverables of Seller. At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following:
a. the Bill of Sale executed by Xxxxxx;
b. a certificate of an executive officer of Seller setting forth the incumbency and specimen signature of the officer or officers of Seller who have executed and delivered the Transaction Documents, and attaching a copy of the organizational documents of Seller;
c. the Payoff Letter executed by Seller, Eiger III SA LLC, and Interlaken ICAV, for and on behalf of Eiger Partners II Fund;
d. the Licensee Consent executed by Xxxxxx and Licensee;
e. the Escrow Agreement executed by Seller and the Escrow Agent; and
f. a copy of the index of the Data Room.
Closing Deliverables of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(i) to the extent the Transferred Shares are certificated, certificates evidencing the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, or other duly executed instruments of transfer as required to validly transfer title in and to the Transferred Shares;
(ii) a certificate signed on behalf of Seller and the Company to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied;
(iii) a certificate from the Company dated as of the Closing Date, in form and substance in compliance with the requirements of Treasury Regulation Section 1.1445-2(c)(3) and Treasury Regulation Section 1.897-2(h), certifying that the Company is not, and was not at any time during the five (5) year period ending on the Closing Date, a “U.S. real property holding corporation” within the meaning of Section 897 of the Code, together with a notice from the Company to the IRS dated such day that conforms to the requirements of Treasury Regulations Section 1.897-2(h);
(iv) original corporate record books and stock or equity record book, as applicable, of the Company and each of its Subsidiaries to the extent existing and not in the possession of the Company or one of its Subsidiaries as of the Closing;
(v) a Payoff Letter with respect to the Existing Credit Agreement and, if applicable, any Satisfaction and Discharge Documentation; and
(vi) evidence reasonably satisfactory to Buyer of the termination of all obligations under each of the agreements required to be terminated pursuant to Section 5.13(c).
