Closing Deliveries by Parent. (a) At the Closing (or the Delayed Closing with respect to any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Parent shall deliver, or cause to be delivered, to Buyer:
(i) other than with respect to uncertificated Interests (with respect to which such notarial deeds or other instruments of transfer in form and substance reasonably satisfactory to Buyer and duly executed by Parent or the Interest Seller, as applicable, will be delivered as required under applicable Law to give effect to the transfer of such uncertificated Interests), certificates evidencing the Interests duly endorsed in blank, or accompanied by stock powers in form and substance reasonably satisfactory to Buyer and duly executed in blank and with all required stock transfer tax stamps affixed, in all cases free and clear of any Encumbrances;
(ii) evidence in form and substance reasonably satisfactory to Buyer that Xxxxxx Xxxxxx no longer holds equity interests in Safeskin Medical & Scientific (Thailand) Ltd.;
(iii) copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholders or other equity holders, of each Seller, authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements, to the extent applicable to such Seller, which shall be true and complete and in full force and effect and unmodified as of the Closing;
(iv) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Parent or a Seller is, or is contemplated to be, a party; and
(v) such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and for Parent or its Affiliates to assume the Excluded Liabilities of the Transferred Subsidiaries and to evidence such assumption in the public records, to the extent applicable, in each case duly executed by Parent or the applicable Seller;
(vi) the certificate required by Section 8.02(a);
(vii) a statement conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) from each Seller that is treated for federal income tax purposes as transferr...
Closing Deliveries by Parent. At the Closing, Parent shall deliver or cause to be delivered to the Purchaser:
(a) counterparts of the LLC Agreement duly executed by Holdco 1 and Holdco 2;
(b) counterparts of the Transition Services Agreement and Trademark Assignment Agreement duly executed by Parent and EBS LLC;
(c) a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the respective Board of Directors or members of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax evidencing their authorization of the execution and delivery of, as applicable, this Agreement, the Transition Services Agreement, the Trademark Assignment Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby and thereby;
(d) certified copies of the certificates of incorporation, certificates of formation, bylaws or other applicable organizational documents of Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC and Medifax;
(e) a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(e);
(f) certificates, if any, representing all limited liability company interests in Master LLC for cancellation pursuant to Section 2.08(b) and a duly executed stock power of Holdco 1, effecting the Medifax Contribution; and
(g) affidavits of non-foreign status duly executed by each Parent Member in a form that is in compliance with Section 1445 and the Regulations promulgated thereunder and reasonably satisfactory to the Purchaser and IRS Forms W-9 duly executed by each Parent Member.
Closing Deliveries by Parent. At the Closing (or prior to Closing as specified below), Parent shall deliver or cause to be delivered to Buyer:
(a) one or more stock certificates for all Purchased Shares owned by Seller, in customary form, duly endorsed in blank or accompanied by stock powers or other instruments of transfer, duly executed by Seller and evidencing transfer of the Purchased Shares to Buyer free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws);
(b) a duly executed counterpart to a transition services agreement, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”);
(c) a duly executed counterpart to an intellectual property assignment agreement, substantially in the form attached hereto as Exhibit D (the “IP Assignment Agreement”);
(d) a duly executed counterpart to Amendment number 81 to the Reseller Agreement, by and between Seller and Buyer, dated September 28, 2005, substantially in the form attached hereto as Exhibit E (the “Buyer Commercial Agreement” and, together with the Company Commercial Agreement, the “Commercial Agreements”);
(e) a certificate of a duly authorized officer of Parent and the Seller certifying as to the matters set forth in Section 8.03(a);
(f) a duly completed and executed IRS Form W-9 of Seller;
(g) executed documentation that provides that, upon consummation of the transactions contemplated hereby, all obligations of the Transferred Companies with respect to any Closing Date Indebtedness, the Parent Credit Agreement and the Securitization Credit Agreement (other than, solely with respect to the Securitization Credit Agreement, contingent and unmatured indemnification obligations thereunder that are not reasonably expected to become due or payable), and all Liens securing the obligations under any Closing Date Indebtedness and each of the Parent Credit Agreement and Securitization Credit Agreement with respect to the Purchased Shares, the Transferred Companies and the assets of the Business owned by any Transferred Company, shall, in each case, be released in full;
(h) if any of the Transferred Companies incurs any indebtedness for borrowed money that is outstanding as of immediately prior to Closing which is not indebtedness of the Retained Entities in respect of which the Transferred Companies will be released pursuant to Section 2.05(g), then, at least two (2) Business Days prior to the Closing, pay-off letters (the “Pay-Off Letters”) in a form reaso...
Closing Deliveries by Parent. At the Closing, Parent shall deliver or cause to be delivered to the Company:
(a) a certificate of the Secretary of Parent and ConnectOne Bank, dated as of the Closing Date, certifying to the: (i) resolutions of the Board of Directors of Parent approving the Merger and the Bank Merger and the execution, delivery and performance of this Agreement and the Bank Merger Agreement, (ii) resolutions of the Board of Directors of ConnectOne Bank approving the Bank Merger and the execution, delivery and performance of the Bank Merger Agreement; (iii) incumbency and signatures of the officers of Parent executing this Agreement, the Bank Merger Agreement, any other certificate or document delivered by Parent in connection with this Agreement or the Bank Merger Agreement and (iv) action by Parent Shareholders holding the requisite voting power under its Charter Documents and Applicable Law approving the Merger and the execution, delivery and performance of this Agreement;
(b) a certificate, dated as of the Closing Date and signed by a duly authorized officer of Parent, that each of the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied;
(c) evidence reasonably satisfactory to the Company of the delivery of the Merger Consideration to the Exchange Agent; and
(d) such other documents as the Company reasonably deems necessary or appropriate to consummate the transactions contemplated by this Agreement.
Closing Deliveries by Parent. At or prior to the Closing, Parent shall deliver or cause to be delivered:
(i) executed counterparts of each Ancillary Agreement to which Parent or a Seller is a party and such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer or necessary under applicable Law to effect the transfer of the Purchased Assets to Buyer and to evidence such transfer in the public records, in each case duly executed by Parent or the applicable Seller;
(ii) a certificate of Parent’s and each Seller’s non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b)(2), provided that Buyer’s sole right if Parent fails to cause any such certificate to be provided shall be to make an appropriate withholding to the extent required by Section 1445 of the Code;
(iii) the third-party consents set forth on Schedule 2.05(c); and
(iv) executed counterparts to each of the Buyer Stockholder Documents, binding Parent to such Buyer Stockholder Agreements as an Investor, as defined therein.
Closing Deliveries by Parent. At the Closing, Parent shall deliver to Stockholder the following:
(a) a duly executed counterpart of each of the Ancillary Agreements to which Parent is a party;
(b) resignations of each member of the Board of Directors of Merger Sub immediately prior to the Effective Time other than those members who shall be designated by Parent to remain on the Board of Directors of the Surviving Corporation pursuant to Section 2.1(f),
(c) evidence of the obtaining of, or the filing with respect to, the Parent Required Approvals;
(d) the certificate to be delivered pursuant to Section 6.3(d);
(e) a duly executed counterpart of the Certificate of Merger; and
(f) secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents, and such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Stockholder, as may be required to give effect to this Agreement, the Ancillary Agreements and to obtain the Debt Financing, as applicable.
Closing Deliveries by Parent. At the Closing, Parent and/or the Operating Partnership, as applicable, will deliver or cause to be delivered to SLGOP and Manager Corp, as applicable:
(a) to SLGOP, cash in an aggregate amount equal to the sum of (i) $1,737,158, which amount represents the netting of (x) certain accrued and unpaid bonuses of the Manager due to Parent and (y) certain consulting fees, management fees, special servicing fees and other expenses due to SLGOP or its Affiliate and (ii) the SLGOP Consideration;
(b) to Manager Corp, cash in an aggregate amount equal to the Manager Corp Consideration;
(c) a duly executed counterpart of the Special Rights Agreement;
(d) duly executed counterparts of the Special Servicing Agreement; and
(e) such further instruments and documents as may be required to be delivered by Parent or the Operating Partnership pursuant to the terms of this Agreement or as may be reasonably requested by SLGOP in connection with the Closing.
Closing Deliveries by Parent. At the Closing, Parent shall deliver, or cause to be delivered, to Buyer:
(a) executed counterparts of each Ancillary Agreement to which Parent or a Seller is a party and such other instruments, in form and substance reasonably satisfactory to Buyer, as may be reasonably requested by Buyer or necessary under applicable Law to effect the transfer of the Purchased Assets to Buyer and to evidence such transfer in the public records, in each case duly executed by Parent or the applicable Seller; and
(b) a receipt for the Closing Payment.
Closing Deliveries by Parent. Section 2.6(a) of the Merger Agreement is hereby amended and restated as set forth below:
Closing Deliveries by Parent. At the Closing, Parent shall deliver or cause to be delivered the following:
(i) To Company:
(1) The Certificate of Merger, pursuant to the DGCL, duly executed by an authorized officer of Parent;
(2) executed counterparts of each of the Ancillary Agreements (as applicable);
(3) the Closing Shares to the Company Stockholders in accordance with the Payment Spreadsheet;
(4) a certificate from a duly authorized officer of Parent, dated as of the Closing, (i) certifying that attached thereto is a true and complete copy of the resolutions duly and validly adopted by the board of directors of Parent authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby; and (ii) certifying that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied; and
(5) such other certificates or other documents reasonably requested and necessary to effectuate the transactions contemplated hereby.
