Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following items:
(a) possession of the Purchased Assets;
(b) a counterpart of each Transaction Document, duly executed by the Sellers and Parent, as applicable;
(c) a certificate of the Secretary or other authorized officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer: (i) attaching the Charter Documents of such Seller and, to the extent possible, certified by the appropriate authority in the jurisdiction of its formation; and (ii) certifying as to the resolutions of the members of such Party and such Party’s board of managers authorizing the execution, delivery and performance of such Seller under this Agreement, each of the Transaction Documents to which it is a party and each of the transactions contemplated herein and therein; and (iii) attesting to the incumbency and signatures of the officers of such Seller;
(d) certificates as to the good standing of each Seller and Parent, in each case issued within five (5) Business Days prior to the Closing Date by the appropriate Governmental Authorities within such Party’s jurisdiction of formation;
(e) tax clearance, tax lien waiver, tax good standing certificate or equivalent for each Seller, issued by the State of New York and the Commonwealth of Massachusetts.
(f) A certificate of an authorized officer of each Seller, on behalf of such Seller, representing and warrantying to Buyer that the statements contained in Article V of this Agreement are complete and correct as of the Closing Date, except as otherwise set forth in the Final Disclosure Schedules;
(g) all Patent, Trademark, and Copyright files and file wrappers, and all other legal files and materials received or maintained in connection with the Business and relating to the Intellectual Property, and a current copy of all Patent, Trademark and other intellectual property dockets maintained in connection with the Business;
(h) the Seller Letter of Credit, issued to the Escrow Agent (to be delivered on the next Business Day after the Closing in accordance with the terms hereof);
(i) copies of all notices, consents, Permits and estoppels listed on Schedule 1.01(o) (collectively the “Material Consents”) and noted therein as being due at Closing;
(j) certificates of title to all vehicles included as part of the Purchased Assets, duly endorsed by the applicable Seller for transfer to Buyer as of the Closing Date (provided, that t...
Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
(a) a receipt for the Closing Cash Payment;
(b) the Xxxx of Sale, Assignment and Assumption Agreement and all such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Transferred Assets;
(c) with respect to each parcel of Owned Real Property, a special warranty deed in the form attached hereto as Exhibit B (each, a “Deed”), duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements;
(d) with respect to each Leased Real Property, an Assignment and Assumption of Lease substantially in the form attached hereto as Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed by the applicable Seller and, if necessary, such Seller’s signature shall be witnessed and/or notarized;
(e) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the Closing Cash Payment; and
(f) the other documents and certificates required to be delivered pursuant to Section 7.03.
Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:
(a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed;
(b) the certificates, legal opinions and other documents required to be delivered pursuant to Section 8.03; and
(c) a receipt for the Purchase Price (executed by the Sellers' Representative).
Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:
(a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed;
(b) receipts for the Purchase Price;
(c) a true and complete copy, certified by the Secretary or an Assistant Secretary of each Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(d) good standing certificates for the Company and for each Subsidiary from the Secretary of State of the jurisdiction in which such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the Company or any Subsidiary, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing;
(e) the certificate, dated the Closing Date, contemplated by Section 8.01(a); and
(f) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.
Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
(i) the Xxxx of Sale executed by the Sellers;
(ii) original signature pages to the Fittings Facility Sublease executed by Metaldyne LLC and the Trademark Assignment executed by Metaldyne;
(iii) an unredacted, fully executed copy of each Assumed Contract, together with assignment and assumption agreements and/or subcontracts, as applicable, in form and substance reasonably acceptable to the Buyer, assigning to the Buyer all rights of the Sellers in and to such Assumed Contracts;
(iv) copies of all consents set forth on Schedule 4.4;
(v) the Officer's Certificate described in Section 8.2(a)(iii); and
(vi) a FIRPTA affidavit for each Seller, if required by Section 1445 of the Code. In addition, Sellers shall use commercially reasonable efforts to deliver such other instruments and documents of conveyance and transfer as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Sellers' rights, title and interest in and to the Purchased Assets and such other respective agreements and other documents, instruments and certificates in addition to good standing certificates, certified resolutions, receipts and such other items as may be reasonably requested by Buyer. Simultaneously with such deliveries, all such commercially reasonable steps will be taken by Sellers as may be required to put Buyer in actual possession and operating control of the Purchased Assets.
Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:
(a) the Xxxx of Sale, the Deeds and such other instruments as may be reasonably requested by the Purchaser to transfer the Transferred Assets to the Purchaser or to evidence such transfer on the public records;
(b) the Assumption Agreement;
(c) the Transition Services Agreement;
(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 Sellers. At or prior to the Closing, the Sellers will deliver or cause to be delivered to Buyer the following documents, each of which will be in form and substance satisfactory to Buyer:
(a) Copies of all notice filings given to, and consents and approvals of, third parties and Governmental Authorities listed on Schedule 1.08(a);
(b) The Escrow Agreement duly executed by Sellers;
(c) One or more bills of sale in substantially the form of Exhibit C (collectively, the “Xxxx of Sale”) duly executed by Sellers, transferring the Purchased Assets to Buyer;
(d) An assignment and assumption agreement in substantially the form of Exhibit D (the “Assignment and Assumption Agreement”) duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Assigned Contracts and the Assumed Liabilities;
(e) An assignment in substantially the form of Exhibit E (the “Intellectual Property Assignment”) duly executed by Sellers, transferring all of Sellers’ right, title and interest in and to the Company Intellectual Property to Buyer;
(f) with respect to each Real Property Lease (excluding the Bloomsburg Leased Real Property and Bolingbrook Leased Real Property), an assignment and assumption of Real Property Lease in substantially the form of Exhibit F (each, an “Assignment and Assumption of Lease”) duly executed by Seller;
(g) a limited power of attorney in substantially the form of Exhibit G (the “LPOA”) duly executed by Seller;
(h) Payoff or similar letters from the entities set forth on Schedule 1.08(h) indicating that, upon payment of the amount specified in such letters (which in the aggregate will cover all Indebtedness as of the Closing other than Assumed Indebtedness), all Liens against the Purchased Assets and the property of the Companies held by such Persons will be released and all obligations of the Companies to such Persons will be satisfied;
(i) (A) Purchase and Sale Agreement and a Consent, Assignment and Assumption of Lease, Amendment and Estoppel Agreement for the Leased Real Property located in Bloomsburg, Pennsylvania (the “Bloomsburg Leased Real Property”), and (B) Purchase and Sale Agreement and a Consent, Assignment and Assumption of Lease, Amendment and Estoppel Agreement for the Leased Real Property located in Bolingbrook, Illinois (the “Bolingbrook Leased Real Property”), all duly executed by owners of each such property (collectively, the “Real Estate Agreements”);
(j) Intentionally Deleted;
(k) A certificate of each Seller, certifying pu...
Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:
(a) a true copy of each of the Transaction Approval Orders, as entered by the Bankruptcy Court and the Canadian Court, respectively;
(b) the Xxxx of Sale, copies of the Deeds for the Owned Real Property located in the United States of America to be recorded with copies of all required Conveyance Tax stamps affixed, the Omnibus Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of the Purchased Assets to the Purchaser, or to register or evidence such transfer on the public records, in each case duly executed by the applicable Seller;
(c) executed counterparts of the Price Adjustment Escrow Agreement and the Asserted Cure Costs Escrow Agreement;
(d) executed counterparts of each Ancillary Agreement to which any of the Sellers is a party other than the Ancillary Agreements delivered pursuant to Section 2.12(b) and (c);
(e) a receipt for the amount contemplated by Section 2.04(a);
(f) the Interim Forestry Services Payment, as contemplated by Section 2.10(b), by wire transfer in immediately available funds to a bank account designated by the Purchaser;
(g) a certificate of non-foreign status pursuant to section 1.1445-2(b)(2) of the Regulations for each Seller that is selling a United States real property interest within the meaning of section 897(c) of the Tax Code;
(h) a certificate of residency for the purposes of the Tax Act for each of the Sellers;
(i) executed counterparts of the GST election referred to in Section 5.16(c); and
(j) a certificate of a duly authorized officer of each of the Sellers certifying as to the matters set forth in Section 7.02(a).
Closing Deliveries by the Sellers. At the Closing, (i) XX Xxxx Kong shall deliver to the Purchaser a duly executed instrument of transfer evidencing the sale of the Company Shares to the Purchaser, in the form provided by the transfer agent of the Company and (ii) JD BVI shall deliver a duly executed instrument of transfer, substantially in the form attached as Exhibit A hereto, to the SPV’s transfer agent to evidence and effect the transfer and delivery of the SPV Shares to the Purchaser.
Closing Deliveries by the Sellers. At the Closing, each Seller shall deliver or cause to be delivered to Purchaser a certificate or certificates representing the number of Shares to be sold by him (as set forth on Exhibit A), in each case endorsed in blank or with an executed blank stock power attached and with all transfer tax stamps attached or provided for sufficient to vest good and valid title to the Shares in Purchaser.
