Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b);
(b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures;
(c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing;
(d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities;
(e) a duly executed signature page to the Escrow Agreement;
(f) a duly executed signature page to the Non-Compete Agreement;
(g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC;
(h) a duly executed signature page to the Transition Services Agreement;
(i) evidence of receipt of the Required Consents;
(j) possession of the Purchased Assets;
(k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code;
(l) a properly executed IRS Form W-9 from Seller;
(m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and
(n) such other stockholder approvals, Gove...
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser, certificates representing the Subject Shares together with assignments separate from certificate with respect to the Subject Shares sufficient to transfer title to the Subject Shares to the Purchaser on the books of the Company including, as necessary, Medallion Guarantees.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:
(a) stock certificates evidencing the Shares, duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Buyer and with all required stock transfer tax stamps affixed;
(b) a receipt for the Purchase Price; and
(c) the opinions, certificates and other documents required to be delivered pursuant to Section 8.02.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to each Purchasing Entity (or Parent, on behalf of Parent, Purchaser and, if applicable, Xxxxx Muse):
(i) stock certificates evidencing all of the shares of capital stock acquired by such Purchasing Entity of (A) the Directly Acquired Publishing Subsidiaries, (B) the Directly Acquired Foreign Subsidiaries and (C) the Directly Acquired B&P and Reference Publishing Subsidiaries, duly endorsed in blank or accompanied by stock powers and transfer forms duly executed in blank;
(ii) receipts for the portion of the Purchase Price as is specified in the Purchase Price Notice relating to each Sold Property;
(iii) the Ancillary Agreements required to be delivered pursuant to Section 8.02; and
(iv) any required stock transfer tax stamps."
(cc) Section 2.05 is hereby amended by substituting for the phrase "Parent and the Purchaser shall deliver to the Seller" the phrase "each Purchasing Entity shall deliver to the "Seller" noted opposite its name on Schedule A with respect to each Sold Property being purchased by such Purchasing Entity" and by inserting after the words "wire transfer" in Section 2.05(a) the words "or intra-bank transfer".
(dd) Section 2.06(e) is hereby amended by substituting for the phrase "the Parent and the Purchaser" the phrase "Xxxxxxx XX" and for the word "Seller" the phrase "Paramount Communications Acquisitions Corp.", and inserting in the first sentence of such Section 2.06(e) after the word "excess" the phrase ",which amount shall be deemed to be paid in respect of the Shares of Xxxxxxxx-Xxxx, Inc.,"
(ee) Section 2.07 is hereby amended by inserting after the words "wire transfer" the words "or intra-bank transfer."
(ff) Section 3.03 is hereby amended by inserting the following text immediately after the phrase "Directly Acquired Publishing Subsidiaries": ", the Directly Acquired B&P and Reference Publishing Subsidiaries"
(gg) Section 3.12 is hereby amended by inserting the following text immediately after the Section heading "Intellectual Property" and immediately before clause (a):
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(a) evidence of the registration of the sale of the LLC Interests and the Partnership Interests;
(b) the Xxxx of Sale;
(c) stock certificates evidencing the Shares duly endorsed in blank or accompanied by stock powers and transfer forms duly executed in blank;
(d) a receipt for the Purchase Price; and
(e) the certificates and other documents required to be delivered pursuant to Section 8.02.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(a) stock transfer forms duly endorsed in blank in respect of the Shares and existing certificates representing the Shares;
(b) a copy of the Lock-up Agreement executed by Xxxxx Xxxxxxx Xxxxx;
(c) a receipt for the certificates evidencing the Consideration;
(d) copies of the Purchaser Structure Agreements executed by the parties thereto (other than the Purchaser and its Affiliates);
(e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby;
(f) a certificate of a duly authorized officer of the Seller certifying as to the matters set forth in Section 6.02(a);
(g) a certified copy of the register of members of each of the Companies showing the Purchaser as the registered holder of the FMC Shares, the TMHL Shares and the IAL Shares and a certified copy of the resolutions of the Board of Directors of each of the Companies authorizing the transfer of the FMC Shares, the TMHL Shares or the IAL Shares, as applicable, from the Seller to the Purchaser; and
(h) the resignations as director, effective as of the Closing, of all of the directors of the Companies, each Subsidiary and each Group Company, except for such persons as shall have been designated in writing at least seven Business Days prior to the Closing by the Purchaser to the Seller.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver to the Purchaser:
(a) the Xxxx of Sale, attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by the Seller;
(b) counterparts to each Ancillary Agreement to which Seller or its Affiliates is a Party, including the Assignment Agreement, the Patent Agreement, the Noncompete Agreement, the Employment Agreement, and the employment offer letters to certain other employees of the Seller, duly executed by the Seller;
(c) all consents, waivers and approvals referred to in Schedule 3.04;
(d) a certificate from the Secretary of the Seller, dated as of the Closing Date, certifying true, accurate and complete copies of (i) resolutions of the board of directors of the Seller unanimously approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (ii) resolutions of the stockholders of the Seller unanimously approving consummation of the transactions contemplated herein;
(e) pay off letters from each of the Seller’s Creditors, and such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by the Purchaser or its Affiliates, each in form and substance satisfactory to the Purchaser and its Affiliates and its legal counsel and executed by Seller.
Closing Deliveries by the Seller. On the Closing Date, the Seller shall -------------------------------- deliver, or cause to be delivered to the Buyer, the Certificates evidencing the Shares duly endorsed for assignment and transfer to the Buyer, or with appropriate stock transfer powers, and such other instruments or documents as the Buyer may reasonably request.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser the opinions, certificates and other documents required to be delivered pursuant to Section 6.2, and to the Escrow Agent, stock certificate(s) evidencing the Shares duly registered in the name of the Purchaser.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Acquiror:
(i) an original of each of the Trademark Assignment Agreement, the Patent Assignment Agreement, the Xxxx of Sale, the Transition Services Agreement and the Sublicense Agreement (only if the Sublicense Agreement is required to be executed and delivered pursuant to Section 2.7), executed by the Seller, and copies of all documents required to be delivered by the Seller pursuant to the Related Agreements;
(ii) an unredacted, fully executed copy of each of the Assumed Contracts;
(iii) assignment and assumption agreements and/or subcontracts, as applicable, in form and substance reasonably acceptable to the Seller and the Acquiror, assigning to the Acquiror all rights of the Seller in and to the Assumed Contracts;
(iv) written evidence of the receipt of all Seller Governmental Consents set forth on Schedule 6.3(a) of the Seller Disclosure Schedule and Seller Third Party Consents set forth on Schedule 6.3(b) of the Seller Disclosure Schedule;
(v) written evidence (including duly executed UCC-3 forms, as applicable) that all liens and encumbrances related to the Purchased Assets, if any, have been released;
(vi) all forms, certificates and other documents referred to in Section 8.12(d); and
(vii) the certificates and other matters described in Article X.
