Closing Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer the following:
(i) the Associated Assets (including the Records) transferred in a form reasonably acceptable to Buyer;
(ii) a receipt or receipts signed by Sellers evidencing receipt by Sellers, and payment by Buyer, of the Estimated Purchase Price (provided that such receipt or receipts shall become effective only upon full satisfaction of Buyer’s obligations set forth in Section 3.2(a));
(iii) a good standing certificate and a certificate of compliance (or their equivalents) for each of the Companies issued by the Secretary of State of the state in which each such Company is organized, dated as of a date within five Business Days prior to the Closing Date or reasonably current date (other than states in which a good standing certificate (or its equivalent) is not issued for an insurance company);
(iv) a good standing certificate (or its equivalent) for each of the Insurance Companies, certified by the applicable Domiciliary Regulators, in each case, dated as of a reasonably current date;
(v) certificates or articles of incorporation, organization or formation of each of the Companies, together with all amendments thereto or restatements thereof, certified by the applicable Domiciliary Regulators, Secretaries of State or other appropriate Governmental Authority, dated as of a date within five Business Days prior to the Closing Date or a reasonably current date;
(vi) copies of the bylaws of Homeland and York, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Homeland and York as of the Closing Date;
(vii) a copy of the limited liability company operating agreement of each Management Company, together with copies of all amendments thereto or restatements thereof, certified by an authorized signatory of each Management Company as of the Closing Date;
(viii) copies of resolutions of the board of directors or board of managers, as applicable, of Sellers and any Affiliates of Sellers that will be parties to any Ancillary Agreement, certified by an authorized signatory of such Sellers or Affiliates, approving and authorizing the execution, delivery and performance of this Agreement and any Ancillary Agreements to which Sellers or such Affiliates are parties and the consummation of the transactions contemplated hereby and thereby, which certificate will also certify the incumbency and signatures of the officers of Sellers and such Affiliates of Sellers,...
Closing Deliveries by Sellers. At or prior to the Closing, each Seller shall deliver to Purchaser:
(a) xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”) duly executed by the Seller;
(b) assignment and assumption agreement substantially in the form of Exhibit C (the “Assignment and Assumption Agreement”) duly executed by the Seller;
(c) a certified copy of the Sale Order;
(d) the Closing Statement, executed by Seller;
(e) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets from all Encumbrances, including any applicable UCC termination statements and releases of mortgages, all in a form reasonably satisfactory to Purchaser;
(f) copies of the waivers, consents and approvals for those executory contracts on Schedule 1.1(b), where such waivers, consents and approvals are required to operate the Business in the ordinary course;
(g) officer’s certificates, dated as of the Closing Date, executed by a duly authorized officer of the Seller certifying that the conditions set forth in Section 9.3 have been satisfied;
(h) a copy of the resolutions adopted by the board of director (or similar governing bodies) of the Seller evidencing the authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an authorized officer of the Seller;
(i) instrument of assumption and assignment of the Assumed Leased Real Property substantially in the form of Exhibit D (the “Assumption and Assignment of Leases”), duly executed by the Seller, in form for recordation with the appropriate public land records, if necessary;
(j) an Intellectual Property Assignment and Assumption Agreement substantially in the form of Exhibit E (the “IP Assignment and Assumption Agreement”), executed accordingly by the Seller;
(k) possession of each Owned Real Property, together with duly executed deeds for each Owned Real Property conveying the Owned Real Property, existing surveys, legal descriptions and title policies that are in the possession of the Seller, subject only to Permitted Encumbrances;
(l) a quit claim deed conveying all right, title, and interest of Seller in the Acquired Buildings;
(m) possession of the Purchased Assets and the Business;
(n) certificates executed by Seller, in the form prescribed under Treasury Regulation Section 1.1445-2(b), that Seller is not a foreign person within the meaning of Section 1445(0)(3) of the Code;
(o) such other bills...
Closing Deliveries by Sellers. At Closing, each Seller will deliver, or cause to be delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the following:
(a) a Xxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit 6.2(a), dated the Closing Date (the “Xxxx of Sale”), executed by each Seller;
(b) a (1) Trademark Assignment in the form attached hereto as Exhibit 6.2(b)(1), dated the Closing Date (the “Trademark Assignment”), and (2) Domain Name Assignment in the form attached hereto as Exhibit 6.2(b)(2), dated the Closing Date (the “Domain Name Assignment”), each executed by the applicable Sellers;
(c) each Transition Services Agreement, each executed by Parent, pursuant to Section 5.12;
(d) an officer’s certificate of a duly authorized officer of each Seller, each in a form approved by Buyer (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of each Seller, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of each Seller, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors and of the requisite (if any are required) shareholders of such Seller approving and authorizing the execution, delivery and performance by such Seller of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors or shareholders with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of such Seller, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer;
(e) a certificate of good standing of each Seller, issued by the Secretary of State (or equivalent) of its state of incorporation or organization on a recent date;
(f) a FIRPTA Certificate complying in all respects with section 1445(b)(2) of the Code;
(g) the Assignment and Assumption Agreements with resp...
Closing Deliveries by Sellers. At or prior to the Closing, the Sellers shall deliver to the Purchaser:
(a) bills of sale substantially in the form of Exhibit A (the “Xxxx of Sale”) duly executed by each of the Sellers;
(b) assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”) duly executed by each of the Sellers;
(c) a copy of the Sale Order that has been entered by the Bankruptcy Court and is a Final Order;
(d) copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Purchased Assets from all Encumbrances, including any applicable UCC termination statements, all in a form reasonably satisfactory to the Purchaser;
(e) reasonable evidence of (i) each of the consents to assignment of the Assigned Contracts set forth in Schedule 3.2(e)(i), (ii) at least 70% of the consents to assignments of the Assigned Contracts set forth in Schedule 3.2(e)(ii) (each of (i) and (ii), a “Required Consent”) and each Required Consent shall be in full force and effect. Purchaser shall not withhold entering into any such Required Consent (other than with respect to any of the Assigned Contracts set forth on Schedule 3.2(e)(i)) if the commercial terms offered by the applicable Third Party for such Required Consent are reasonable without material change to the terms of such Assigned Contract in place as of the date of this Agreement.
(f) satisfactory evidence of payment of the Cure Costs;
(g) an officer's certificate, dated as of the Closing Date, executed by a duly authorized officer of each of the Sellers certifying that the conditions set forth in Section 9.3 have been satisfied;
(h) a copy of the resolutions adopted by the applicable Boards of Directors of the Sellers evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby, certified by an authorized officer at the respective Sellers;
(i) instrument of assumption and assignment of the Assumed Leases substantially in the form of Exhibit C (the “Assumption and Assignment of Leases”), duly executed by each of the Sellers, in form for recordation with the appropriate public land records, if necessary;
(j) an Intellectual Property Assignment and Assumption Agreement substantially in the form of Exhibit D (the “IP Assignment and Assumption Agreement”), executed accordingly by the Sellers;
(k) a License Agreement substantially in the form of Exhibit E (the “License Ag...
Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall deliver to Purchaser:
(a) a bill of sale and assignment and assumption agreement substantially in the form of Exhibit A attached hereto (the “Assignment and Assumption Agreement”) duly executed by each applicable Seller, in each case, with respect to the applicable Acquired Assets;
(b) an IRS Form W-9 executed by each Seller or its regarded owner;
(c) an Intellectual Property Assignment Agreement and such other documents that may be reasonably requested by Purchaser to transfer the Transferred Intellectual Property, each in a form and substance mutually agreed by Purchaser and Seller Representative prior to the Closing;
(d) To the extent Sellers are able, using commercially reasonable efforts to provide any post-Closing transition services and as may be requested by the Purchaser for market rate with all costs to be borne by Purchaser or as otherwise determined after the date hereof by the Parties, a duly executed transition services agreement, in form and substance to be mutually agreed by Purchaser and Seller Representative prior to the Closing (the “TSA”); and
(e) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of each Seller certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.
Closing Deliveries by Sellers. At the Closing, Sellers shall deliver (or cause to be delivered) the following documents to Buyer, duly executed by each Seller, as applicable:
(a) one or more assignments of the Membership Interests, each in the form attached hereto as Exhibit A hereto (the “Assignment”) and duly executed by each Seller, transferring all of Sellers’ respective right, title and interest in and to the Membership Interests to Buyer and admitting Buyer as a Substitute Member (as defined in the Company LLC Agreement) of the Company;
(b) a duly executed certificate of non-foreign status from each Seller that meets the requirements of Treasury Regulations Section 1.1445-2(b) and is in a form reasonably satisfactory to Buyer;
(c) a written opinion of counsel for Sellers, dated the date hereof, in substantially the form attached hereto as Exhibit B (the “Legal Opinion”); and
(d) such other documents, instruments and certificates as Buyer may reasonably request.
Closing Deliveries by Sellers. At the Closing, each Seller shall execute, acknowledge (where appropriate) and deliver, or cause to be executed, acknowledged (where appropriate) and delivered, to Purchaser the following:
(a) Certificates evidencing the Shares, duly endorsed in blank or accompanied by appropriate stock powers.
(b) A certificate, executed by an officer of the Company and each Seller, dated as of the Closing Date, certifying that (i) the representations and warranties that are not qualified by materiality, Material Adverse Effect or a dollar threshold of the Company and each Seller in this Agreement are true and correct in all material respects, and all other representations and warranties of the Company and each Seller are true and correct, in each case, as of the Closing Date, with the same effect as though made as of such date (or, in the case of representations and warranties which address matters only as of a particular date, as of such particular date), (ii) each covenant or agreement of the Company and each Seller in this Agreement to be complied with at or prior to Closing shall have been complied with in all material respects and (iii) no Action (excluding any such matter initiated by Purchaser or any of its Affiliates) is pending or, to the Company's or any Seller's knowledge, threatened before, and no injunction has been issued by, any Governmental Authority seeking to enjoin or restrain or prohibit, delay, or restrain the performance of or to obtain damages or other relief in connection with this Agreement, or the consummation of the transactions contemplated hereby.
(c) A certificate of such Seller certifying that such Seller is not a "foreign person" within the meaning of Section 1445 of the Code in substantially the form of EXHIBIT 3.03(C).
Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall deliver to Purchaser:
(a) a bill of sale and assignment and assumption agreement substantially in the form of Exhibit A (the “Assignment and Assumption Agreement”) duly executed by the applicable Sellers;
(b) a short-form patent assignment agreement substantially in the form of Exhibit B, duly executed by the applicable Sellers;
(c) a short-form trademark assignment agreement substantially in the form of Exhibit C, duly executed by the applicable Sellers;
(d) a short-form domain name assignment agreement substantially in the form of Exhibit D, duly executed by the applicable Sellers;
(e) the TSA, duly executed by the applicable Sellers or their Affiliates;
(f) [intentionally omitted];
(g) a special warranty deed with respect to each Owned Real Property, conveying to Purchaser fee simple title to such Owned Real Property, subject only to Permitted Encumbrances;
(h) an IRS Form W-9 or IRS Form W-8, as applicable, executed by each Seller or each Seller’s regarded owner for U.S. federal income Tax purposes; provided that the Purchaser’s sole remedy for the failure to provide any such form shall be to withhold any required amount under applicable Tax Law; and
(i) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of Elixir certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), and Section 7.2(d) have been satisfied.
Closing Deliveries by Sellers. In addition to the deliveries to be made by Sellers pursuant to Section 1.3(a)(b), Sellers shall deliver, or shall cause to be delivered, the following to Buyer at Closing:
(a) employment agreements for each of the parties named in Schedule 5.1(a) in the form attached hereto as Exhibit B, duly executed by the employees;
(b) a final draft of the employment offer letter for all employees of the Company and its Subsidiaries named in Schedule 2.18 and not included in Section 5.1(a), to be executed by such employees after the Closing;
(c) all third-party consents and approvals on the attached Schedule 2.3;
(d) an affidavit, in the form attached hereto as Exhibit C, dated as of the Closing Date, under penalties of perjury, stating that the Company is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code;
(e) certified copies of the resolutions of Sellers’ and the Company’s boards of directors, or boards of managers, as applicable, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which each is a party and the consummation of the transactions contemplated hereby and thereby, including certified resolutions authorizing the termination of the 401(k) Plans from the Company and Evolve New York;
(f) the resignations, effective as of the Closing, of each director and officer of the Company listed on Schedule 5.1(f);
(g) good standing certificates for the Company and each of its Subsidiaries from their respective jurisdictions of organization and each jurisdiction in which the Company and each of its Subsidiaries are qualified to do business as a foreign entity (as applicable), in each case dated not more than ten (10) days prior to the Closing Date;
(h) evidence of full payment of all annual licensing fees due by June 1, 2015 under the kCura Licensing Agreement;
(i) evidence of release of all Liens (other than any Permitted Liens) related to the assets and properties of the Company on terms and conditions reasonably satisfactory to Buyer;
(j) evidence of the assignment to the Company of each of the trademarks set forth on Annex B hereto;
(k) a certificate of the Company certifying as to the Company’s articles of incorporation and bylaws (or similar governing documents) in effect on the Closing Date;
(l) a shareholder letter in the form attached hereto as Exhibit D from each Person identified on Schedule 5.1(l); and
(m) a letter regarding the parties’ ...
Closing Deliveries by Sellers. At or prior to the Closing, Sellers shall deliver to Purchaser:
(a) bill of sale and assignment and assumption agreement substantially in the form of Exhibit A (the “Bill of Sale and Assignment and Assumption Agreement”), duly executed by the applicable Sellers;
(b) trademark assignment agreements substantially in the form of Exhibit B (the “Trademark Assignment Agreement”), duly executed by the applicable Sellers;
(c) copyright assignment agreements substantially in the form of Exhibit C (the “Copyright Assignment Agreement”), duly executed by the applicable Sellers;
(d) all documents required to effect the transfer of title to each Vehicle to Purchaser;
(e) the Transition Services Agreement, duly executed by the applicable Sellers;
(f) an IRS Form W-9 executed by each Seller or each Seller’s regarded owner for U.S. federal income Tax purposes; and
(g) an officer’s certificate, dated as of the Closing Date, executed by a duly authorized officer of the Company certifying that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(d) have been satisfied.
