Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, to Purchaser the following:
(a) the officer’s certificate required to be delivered pursuant Section 8.1(a) and Section 8.1(b);
(b) the Instrument of Assignment, duly executed by Seller;
(c) original executed counterparts of the unanimous shareholder or other applicable equity holder resolutions of each Entity (which will at the Closing also be executed by the Purchaser), approving:
(i) the resignations, effective as of the Closing Date, of the directors (or equivalent) of each Entity, expressly releasing, effective as of the Closing Date, the respective Entity, the Seller and the Purchaser from any and all claims and actions arising out of their services as a director (other than claims for indemnity or insurance), and themselves obtaining a full release from the Entities and the Purchaser from any and all claims and actions (except for those resulting from fraud, bad faith and/or willful misconduct) resulting from the due performance of their respective duties as directors;
(ii) the appointment of new directors (or equivalent) of the respective Entity as determined by Purchaser; and
(iii) the revocation of all powers of attorney in existence as of the Closing (except for those identified by Purchaser in writing no later than five Business Days prior to the Closing Date) and the granting of powers of attorney to the Persons determined by Purchaser.
(d) executed resignations of the directors (or equivalent) and officers, solely in their capacity as directors (or equivalent) or officers, as applicable, of each Entity other than those directors (or equivalent) and officers specified by Purchaser to Seller no later than the second Business Day prior to the Closing as exempt from this requirement (the “Resigning Individuals”);
(e) the Transition Services Agreement, duly executed by the Company and the other parties thereto;
(f) the Amendment to Trademark Sublicense Agreement, duly executed by NII Holdings and the Company;
(g) the amendments and releases, duly executed by each applicable party, referred to in Section 3.5 or Section 7.8;
(h) customary pay-off letters duly executed by CDB and reasonably satisfactory to Purchaser (the “Pay-Off Letters”) confirming that, upon receipt by the party or parties identified therein of the Pay-Off Amount, the CDB Credit Facilities shall have been paid in full and all Encumbrances provided thereunder shall have been released;
(i) originals of the Corporate Rec...
Closing Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser:
(a) a duly executed xxxx of sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”);
(b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”);
(c) a true and correct certified copy of the Sale Order;
(d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2);
(e) the officer’s certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c);
(f) a list of the Accounts Receivable as of one Business Day prior to Closing;
(g) [reserved];
(h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar;
(i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar;
(j) possession of the Acquired Assets;
(k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and
(l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement.
Closing Deliveries by Seller. At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer:
(a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer;
(b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01;
(c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b);
(d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby;
(e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect);
(f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released;
(g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing;
(h) the organizational record books, minute books and company seal of Company;
(i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller;
(j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and
(k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requeste...
Closing Deliveries by Seller. At the Closing, Seller will deliver, or cause to be delivered, to Purchaser:
(a) an Assignment and Xxxx of Sale in substantially the form attached hereto as Exhibit B (the “Xxxx of Sale”), duly executed by Seller;
(b) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller;
(c) a Transition Services Agreement in substantially the form attached hereto as Exhibit D (the “Transition Services Agreement”), duly executed by Seller;
(d) an Amended and Restated Biogas Supply Agreement in substantially the form attached hereto as Exhibit E (the “Supply Agreement”), duly executed by Seller;
(e) an assignment of the Mavrix Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller;
(f) an assignment of the Eagle Point Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller;
(g) an assignment of the Oklahoma Interests to Purchaser in substantially the form attached hereto as Exhibit F, duly executed by Seller;
(h) a Debt Cancellation Agreement in substantially the form attached hereto as Exhibit G (the “Debt Cancellation Agreement”), duly executed by Seller whereby all intercompany indebtedness of Seller, Mavrix, Canton Renewables and XXXX Xxxxxx to Seller’s parent entities is extinguished;
(i) an Operating and Administration Agreement in substantially the form attached hereto as Exhibit H (the “O&A Agreement”), duly executed by Seller;
(j) to the extent obtained by Seller prior to Closing pursuant to the first sentence of Section 1.7(b), Third Party Supply Contract Assignments in substantially the form attached hereto as Exhibit I (the “Third Party Supply Contract Assignments”), duly executed by Seller and each applicable counterparty;
(k) a certificate of an authorized officer of Seller, dated as of the Closing Date, certifying on Seller’s behalf the fulfillment of the conditions set forth in Section 5.2(a) and Section 5.2(b);
(l) the Purchased Books and Records;
(m) written resignations, effective as of the Closing Date, of the officers and managers of Mavrix, Canton Renewables and XXXX Xxxxxx, and of Seller’s designees to the boards of directors of Eagle Point and Oklahoma;
(n) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of...
Closing Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) Documents of transfer and assignment, each duly executed by Seller, conveying to Buyer good and marketable title to all of the Assets, subject only to the Permitted Liens and the Assumed Obligations including, but not limited to the Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A.
(b) An Intellectual Property Assignment Agreement, a form of which is attached as Exhibit B, signed by each Person who provided Intellectual Property to Seller (which Person has not previously assigned such Intellectual Property to Seller).
(c) A certificate of Seller’s Secretary dated as of the Closing Date certifying (i) that attached thereto is a true and complete copy of the certificate of formation of Seller as in effect on the date of such certificate, certified by the Secretary of State of the State of Illinois; (ii) that attached thereto is a true and complete copy of the operating agreement of Seller as in effect on the date of such certificate; (iii) that attached thereto is a true and complete copy of all resolutions duly adopted by the officers, directors and Seller Members of Seller (as applicable) authorizing the execution, delivery and performance of this Agreement and the other Acquisition Documents, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect on the date of such certificate and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement and the other Acquisition Documents; (iv) that attached thereto is a good standing certificate of Seller issued by the Secretary of State of the State of Illinois dated not more than five (5) days before the Closing; and (v) to the incumbency and specimen signature of each officer of Seller executing this Agreement and the other Acquisition Documents, and a certification by another officer of Seller as to the incumbency of the officer signing the certificate referred to in this clause (c).
(d) Such other instruments and documents as may reasonably be requested by Buyer to consummate the contemplated transactions and to vest Buyer with ownership of and title to the Assets, free and clear of all Encumbrances (other than the Permitted Liens), including such other deeds, bills of sale, assignments, certificates of title, documents, and other instruments of transfer and conveyance as may re...
Closing Deliveries by Seller. At each Closing, Seller shall deliver to Purchaser:
(a) an assignment and assumption agreement with respect to the applicable Interest duly executed by Seller, substantially in the form attached hereto as Exhibit B;
(b) a duly executed non-foreign person affidavit of Seller dated as of the applicable Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;
(c) (i) a certificate, dated as of the applicable Closing Date and executed by an authorized officer of Seller substantially in the form attached as Exhibit C-1, (ii) a certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached as Exhibit D and (iii) an incumbency certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached as Exhibit E;
(d) a guaranty agreement duly executed by the Guarantor, substantially in the form attached hereto as Exhibit F (the “Guaranty Agreement”); and
(e) all other previously undelivered certificates, agreements and other documents required by this Agreement, including paragraph 1 of Part IV of the applicable Acquired Companies Annex, to be delivered by Seller at or prior to the applicable Closing.
Closing Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser:
(a) A general warranty deed in substantially the form attached hereto as Exhibit B, duly executed by Seller, for all Real Property conveying to Purchaser good, marketable and insurable (at regular rates) title to the Real Property, free and clear of any and all Liens, except the Permitted Real Estate Exceptions;
(b) An Easements Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C, duly executed by Seller, conveying to Purchaser good and marketable title to the Easements, free and clear of any and all Liens, except the Permitted Real Estate Exceptions;
(c) All such bills of sale, lease assignments, trademark assignments, copyright assignments, patent assignments, contract assignments and other documents and instruments of sale, assignment, conveyance and transfer, as Purchaser or its counsel may deem necessary or desirable, duly executed by Seller, including a Xxxx of Sale in substantially the form attached hereto as Exhibit D, duly executed by Seller, for the Facility, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E, duly executed by Seller, for the Real Property Leases, the Assigned Contracts, the Assigned Intellectual Property and the Assigned Permits;
(d) Certified copies of minutes or unanimous written consents of the Board of Managers of Seller approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement;
(e) A Certificate, dated the Closing Date, executed by the appropriate officers of Seller, required by Section 9.02 of this Agreement; and
(f) Such other documents, agreements, instruments and certificates as Purchaser, its financing providers, or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article IX of this Agreement and, if Purchaser has informed Seller in writing during the option period set forth in Section 14.07 that Purchaser intends to enter into the O&M Transition Services Agreement, such agreement duly executed by Seller.
Closing Deliveries by Seller. At the Closing, Seller shall deliver to Buyer the following:
(a) certificates representing the Shares, duly endorsed in blank or with duly executed stock powers attached; and
(b) such other documents as Buyer may reasonably request in order to document properly the transactions provided under this Agreement.
Closing Deliveries by Seller. At the Closing, Seller shall (a) take all steps necessary to place Buyer in actual possession and operating control of the Business and the Purchased Assets and (b) deliver the following items, duly executed by Seller as applicable, all of which shall be in form and substance reasonably acceptable to Buyer:
Closing Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser, certificates representing the Subject Shares together with transfers and assignments separate from certificate with respect to the Subject Shares sufficient to transfer title to the Subject Shares to Purchaser on the books of the Company, including, as necessary, Medallion Guarantees.
