Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
(a) Assignments of Partnership Interests of Astoria LP in the forms attached hereto as Exhibit A, providing for the assignment of all partnership interests of Astoria LP;
(b) stock certificates for all shares of common stock of OPOS, with valid stock powers executed in blank;
(c) subject to receipt of the applicable Seller Consents, an executed counterpart of the Assignment and Assumption Agreement substantially in the form attached as Exhibit B (the “Assignment and Assumption Agreement”), which shall effect the assignment to Buyer or the Companies of Contracts set forth on Schedule 2.04(c) (the “Assigned Contracts”), as applicable, and the assumption by Buyer or the Companies of all obligations arising under such Assigned Contracts, together with the applicable Seller Consents;
(d) an executed counterpart of the Transition Services Agreement, in the form reasonably satisfactory to the Parties (the “Transition Services Agreement”). The Parties agree that Seller will provide the transition services reasonably requested by Buyer; provided that, (i) such services shall not extend beyond six months after the Closing Date, (ii) such services shall be provided at Seller’s cost which shall be reimbursed by Buyer, (iii) Seller shall not be required to perform any services that it cannot perform under applicable Law, (iv) Seller shall be indemnified by Buyer against any and all risks associated with providing such services (other than losses attributable to Seller’s gross negligence or willful misconduct), and (v) Seller shall indemnify Buyer against any and all losses suffered by Buyer attributable to Seller’s gross negligence or willful misconduct;
(e) the certificate described in Section 7.02(g);
(f) a duly executed affidavit of non-foreign status by the Guarantor and the Seller described in Section 1445 of the Code and the regulations thereunder;
(g) to the extent assignable without consent of the counterparty, an executed assignment by Guarantor, on behalf of itself and its subsidiaries, of its rights as they relate to the Companies and their business, under each of the confidentiality agreements executed by or on behalf of the Guarantor and/or its subsidiaries in connection with the proposed sale of the Companies, in the form attached as Exhibit C; and
(h) subject to obtaining approval from the applicable insurers, certificates of insurance for the Scheduled Insuranc...
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following, each in form and substance reasonably satisfactory to Buyer:
(a) An Assignment and Xxxx of Sale in the form attached hereto as Exhibit A;
(b) An Assignment of Intangible Assets in the form attached hereto as Exhibit B;
(c) Any other documentation reasonably required to fully vest title to the Assets in Buyer; and
(d) A certificate, executed by Seller, dated as of the Closing, certifying that the conditions specified in Section 7.2 have been fulfilled.
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer (a) an executed counterpart by Seller of an assignment of the Project Company Interests (the “Company Assignment Agreement”) in the form attached hereto as Exhibit 2.4 evidencing the assignment and transfer to Buyer of the Project Company Interests owned by Seller, (b) a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(c) with respect to Seller, and the owner of such entity that is treated as a disregarded entity for federal income tax purposes, and (c) an executed counterpart by Seller of each other Ancillary Agreement to which Seller is a party.
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
(a) Assignments of Partnership Interests in a form reasonably acceptable to Buyer and Seller for Erie and Carr Street;
(b) in the event the OPNY Corporate Reorganizatiox xx not completed prior to the Closing Date, a stock certificate, with a valid stock power executed in blank, for 100 shares of common stock of OPNY GP II; and in the event the OPOS Corporate Reorganization is not compxxxxx prior to the Closing Date, stock certificates, with valid stock powers executed in blank for 100 shares of common stock of OPOS Coldwater and 100 shares of common stock of OPOS Carr Street;
(c) the certificate described in Section 7.02(c);
(d) the written resignations of each of the directors or other managers of the Companies;
(e) certificates of good standing as of a recent date with respect to each Company issued by the Secretary of State of its jurisdiction of organization, and for each state in which such Company is qualified to do business as a foreign entity;
(f) an affidavit of non-foreign status as set forth in Treasury Regulation Section 1.1445-2
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
(a) a counterpart duly executed by Seller of an assignment of the Hydrocarbon Company Interests (the “Company Assignment Agreement”) in the form attached hereto as Exhibit A evidencing the assignment and transfer to Buyer of the Hydrocarbon Company Interests;
(b) an executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulation § 1.1445-2(b)(2);
(c) for each then-current officer, manager or director of the Hydrocarbon Gathering Company, a release and waiver in the form attached hereto as Exhibit C, duly executed by the Hydrocarbon Gathering Company, on the one hand, and each such Person, on the other hand;
(d) for each then-current individual officer, manager or director of the Hydrocarbon Gathering Company, a written letter of resignation of each such Person in his or her capacity as such, duly executed by each such Person and effective immediately following the Closing; and
(e) for all bank accounts and powers of attorney listed on Schedule 3.23, written evidence of the removal of all then-current signatories, in his or her capacity as such and effective immediately following the Closing.
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following, each in form and substance reasonably satisfactory to Buyer:
(a) An Assignment and Xxxx of Sale, a copy of which is attached hereto as Exhibit E;
(b) An Assignment of Intangible Assets, a copy of which is attached hereto as attached as Exhibit F; and
(c) Any other documentation reasonably required to fully vest title to the Assets in Buyer.
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall, or shall cause the Selling HoldCos and the Target Companies, as applicable, to, deliver to Buyer (such deliveries, collectively, the “Seller Closing Deliverables”):
(i) with respect to the Chinese Target Company, (A) the approval notice “准予变更核准通知书”(or amendment confirmation notice, as applicable) issued by the Administration for Commerce and Industry of SIP (the “AIC Approval”) showing that the applicable Buyer’s Affiliate is the owner of eighty five percent (85%) of the equity interest of the Chinese Target Company; (B) a certificate of capital contribution issued by the Chinese Target Company evidencing that capital in the Chinese Target Company equal to eighty five percent (85%) of the equity interest of the Chinese Target Company is registered in Buyer’s Affiliate’s name; and (C) the SIP Approval;
(ii) with respect to the Malaysian Target Company, (A) the duly executed share transfer form(s) in the form of Form 32A (but only to the extent of eighty five percent (85%) of the Equity Interest in the Malaysian Target Company), (B) original existing share certificate(s) in the name of the Malaysian HoldCo for 85% of the equity interest in the Malaysian Target Company, (C) the latest audited accounts and management accounts of the Malaysian Target Company; and (D) such other documents as may be reasonably prescribed from time to time by the relevant stamp duty office for the purposes of assessing the stamp duty payable on a transfer of the Purchased Equity;
(iii) a letter of resignation substantially in the form attached hereto as Appendix B, duly executed by each of the Retiring Directors of each Target Company;
(iv) with respect to the Malaysian Target Company, a true and complete copy, certified by an authorized signatory of the Malaysian Target Company, of a resolution of directors resolving that: (A) subject to the payment of stamp duty, the transfer of the Purchased Equity will be registered; and (B) subject to the articles of association and subject to them consenting to act, each of the Incoming Directors be appointed to the board of directors, and the resignation of the Retiring Directors from the board be accepted, all with effect from Closing;
(v) copies of the Organizational Documents of each Target Company filed with any Governmental Authority in connection with its organization, together with a certificate dated as of the Closing Date from an authorized person of each Target Company to the SV\1617695.10 effect that...
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
(a) an executed counterpart by each of the Parent Companies of an assignment of Capital Stock (each a “Company Assignment Agreement”) in the form attached hereto as Exhibit A evidencing the assignment and transfer to Buyer of (i) the Company Interests owned by such Parent Company and (ii) all rights of such Parent Company under the Charter Documents of the Companies to which such Parent Company is a party;
(b) an executed counterpart of one or more assignment and assumption agreements each substantially in the form attached as Exhibit B (each an “Assignment and Assumption Agreement”) which shall effect the assignment to Buyer or one of the Project Companies (as applicable, the “Assignee”) of each Assigned Contract by the Non-Company Affiliate that is party thereto (the “Assignor”) subject to the proviso in Section 2.1(d) of this Agreement, and the assumption by the Assignee of all obligations of the Assignor under each Assigned Contract relating to the periods from and after the Closing Date;
(c) a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(c) with respect to each Parent Company (or the owner of each Parent Company that is treated as a disregarded entity for federal income tax purposes) and a clearance certificate or other documents(s) that may be required by any state taxing authority in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price; and
(d) the books and records of each Project Company not present at such Project Company on the Closing Date and in the possession of Seller or a Non-Company Affiliate (it being agreed that Seller may retain a copy thereof).
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following, each in form and substance reasonably satisfactory to Buyer:
(a) An Assignment and Bxxx of Sale, a copy of which is attached hereto as Exhibit C;
(b) An Assignment of Intangible Assets, a copy of which is attached hereto as attached as Exhibit D;
(c) An Assumption of the Liabilities, a copy of which is attached hereto as attached as Exhibit E
(d) Any other documentation reasonably required to fully vest title to the Assets in Buyer; and
(e) A certificate, executed by Seller, dated as of the Closing, certifying that the conditions specified in Section 7.2 have been fulfilled.
Closing Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered to Buyer a duly executed IRS Form W-9 of Seller (or if Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner) certifying that it is not subject to U.S. federal backup withholding.
