Closing Deliveries of Sellers. On the Closing Date, in exchange for the payment of the Purchase Price and the assumption of the Assumed Liabilities, each of the Sellers, as applicable, shall execute and deliver the following to Buyer:
(a) a certificate evidencing resolutions of the Board of Directors (or commensurate authority) of each of the Sellers, certified by the Secretary or other appropriate officer or agent of such Seller, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents;
(b) a bxxx of sale to each of the Vessels in a form recordable in the country in which such Vessel is presently documented, duly notarially attested transferring such Vessel;
(c) for each Seller’s Vessel, a current Abstract of Title or Certificate of Ownership and Encumbrances issued by the appropriate Governmental Authorities showing the current record owners of the Vessel and stating that the Vessel is free from any registered Liens;
(d) for each Seller’s Vessel, a counterpart executed by Seller of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to Buyer;
(e) one or more bills of sale in the form of Exhibit C hereto for all of the other assets comprising a part of the Subject Assets;
(f) an assignment and assumption agreement in the form of Exhibit D hereto;
(g) duly executed assignments for the Patents, each substantially in the form attached hereto as Exhibit E;
(h) a duly executed power of attorney in the form of Exhibit F hereto;
(i) a certified copy of the Approval Order;
(j) an affidavit of non-foreign status that complies with Section 1445 of the Code (acknowledging and certifying that the transactions contemplated hereby are exempt from withholding under such section of the Code);
(k) any additional documents reasonably required by the appropriate Governmental Authority for the purpose of re-documenting Buyer’s ownership of the Vessels, provided Buyer notifies Sellers of any such documents as soon as possible after the date of this Agreement;
(l) evidence, in a form and substance satisfactory to the Buyer (or its designated Affiliate), of the payment, on or prior to the Closing Date, by the Sellers in respect of the Purchased Contracts the cure amount to the non-Seller parties to the Purchased Contracts (which, in the aggregate, shall be the Cure Amount), with such payment being made prior to the assignment of such Purchased Contracts from Sellers to Buyer (or its designated Aff...
Closing Deliveries of Sellers. At or prior to the Closing, Xxxx and the Sellers shall deliver, or caused to be delivered, to Buyer the following:
(a) a certificate executed by the respective chief executive officer of each of the Company Members on behalf of the applicable Company Member to the effect that, as of the Closing, each of the conditions set forth in Section 8.1(a) (as it applies to such Company Member), Section 8.1(b) (as it applies to such Company Member) and Section 8.2 (as it applies to such Company Member) has been satisfied;
(b) a certificate executed by Xxxx and the Sellers to the effect that, as of the Closing, each of the conditions set forth in Section 8.1(a) (as it applies to Xxxx or the Sellers) and Section 8.1(b) (as it applies to Xxxx or the Sellers) has been satisfied;
(c) evidence, reasonably satisfactory to Buyer, of the closing of the transactions contemplated by the Xxxxxxx Buyout Agreement and of the termination of any security agreements or interests issued in connection thereto;
(d) each of the PPP Escrow Agreements, each in form and substance reasonably satisfactory to the Buyer, duly executed and delivered by [Xxxx], the lenders under each of the PPP Loans and the PPP Escrow Agent;
(e) the Operating Agreements, duly executed and delivered by Xxxx and the Sellers;
(f) the Escrow Agreement, duly executed and delivered by Xxxx, the Sellers and the Escrow Agent;
(g) each other Ancillary Agreement, duly executed and delivered by Xxxx and the Sellers (if party thereto), in the form agreed by the Parties and attached as an Exhibit hereto (if applicable);
(h) a certificate of the secretary or other officer of each of the Company Members in customary form, dated as of the Closing Date, as to (i) no amendments to the applicable Company Organizational Documents and (ii) the actions taken by the Board of Managers of the applicable Company Member to authorize this Agreement and each Ancillary Agreement to which such Company Member may be party or subject, and the other transactions contemplated thereby, copies of which actions shall be attached to such certificate;
(i) resignations, dated with the Closing Date, of each member of the Board of Managers of each of the Company Members and, to the extent requested by Buyer, each officer of the Company Members, effective at or prior to the Closing;
(j) the Initial Closing Statement and any supporting documentation required to be delivered to Buyer pursuant to Section 2.2(b);
(k) a properly completed and duly executed IRS...
Closing Deliveries of Sellers. At or prior to the Closing, each Seller shall execute and deliver to Curadis:
(a) Patent assignments, bills of sale and other such assignment instruments, in form and substance reasonably satisfactory to Curadis, covering the Purchased Assets and the Assigned Contracts, and otherwise effecting the full sale and conveyance of the Purchased Assets to Curadis, free and clear of all liens, security interests and other encumbrances other than those listed in this Agreement.
(b) All originals, books, records, correspondence and other documents in Sellers’ possession or control that evidence or relate to the Purchased Assets and the Product;
(c) The Closing certificate described above in Section 4.2(c); and
(d) Such other closing documents as Curadis may reasonably request in order to consummate the transactions contemplated by this Agreement.
Closing Deliveries of Sellers. On the Closing Date, Sellers shall deliver or cause to be delivered, to Buyers, the following:
Closing Deliveries of Sellers. At or prior to Closing, the Sellers shall deliver to Buyer:
(a) evidence reasonably acceptable to Buyer that Sellers or the Company, as applicable, have made or received all filings, authorizations, approvals and consents set forth on Schedule 6.1(a), with or from all applicable Governmental Authorities or other Persons, as the case may be, related to the transactions contemplated hereby;
(b) (i) all certificates (if any) for the Membership Interests, duly endorsed for transfer or accompanied by a duly executed Membership Interest power or other appropriate instrument of assignment and transfer, and (ii) all original record books (including original Membership Interest certificates (if any)) of the Company;
(c) the written resignation, effective as of the Closing, of each director and officer of the Company listed on Schedule 6.1(c) from such position as director or officer;
(d) the Pay-Off Documents;
(e) evidence that all documents listed on Schedule 6.1(e) have been terminated;
(f) a certificate of good standing or equivalent, as of the most recent practicable date, of (i) the Company from the Department of State of Puerto Rico, and (ii) of the Asset Seller from the Secretary of State of Colorado;
(i) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed by each Seller, and (ii) a properly completed and executed IRS Form W-9 from each Seller;
(h) a counterpart signature page to a flow of funds memorandum (the “Flow of Funds Memo”), duly executed by Sellers; and
(i) counterpart signature pages to (i) the employment agreement between the Company and Xxxxx Xxxxxx (the “Xxxxx Employment Agreement”), duly executed by Xxxxx Xxxxxx; (ii) the employment agreement between the Company and Xxxxx Xxxxxx (the “Xxxxx Employment Agreement”), duly executed by Xxxxx Xxxxxx; (iii) the employment agreement between the Company and Xxxx X. Xxxxxx (the “Xxxx Employment Agreement”), duly executed by Xxxx X. Xxxxxx; and (iv) the employment agreement between the Buyer and Xxx Xxxxx (together with the Xxxxx Employment Agreement, the Xxxxx Employment Agreement, and the Xxxx Employment Agreement, the “Employment Agreements”), duly executed by Xxx Xxxxx. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer.
Closing Deliveries of Sellers. At the Closing, (i) each Noteholder will deliver or cause to be delivered to Buyer the Notes to be sold by it duly endorsed in blank or with duly executed bond powers attached in proper form for transfer, an Assignment and Acceptance (as defined in Section 7.05) relating to such Notes and the applicable Loan Agreements, and all other documents required to be delivered by it at the Closing pursuant to this Agreement; and (ii) each Shareholder will deliver or cause to be delivered to Buyer certificates for the Shares to be sold by it duly endorsed in blank or with duly executed stock powers attached in proper form for transfer, along with all documents required to be delivered by it at the Closing pursuant to this Agreement.
Closing Deliveries of Sellers. In addition to, and without limiting any other provisions of this Agreement, Sellers will deliver to Buyer the following, in form reasonably satisfactory to Buyer and Buyer’s counsel:
(a) Stock certificate(s) representing all of the Stock, together with stock powers duly executed by each of Sellers transferring such Stock to Buyer.
(b) All of the documents, certificates and instruments required to be delivered to Buyer under Article 6.
Closing Deliveries of Sellers. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the following shall be delivered to Purchaser:
(i) a stock certificate evidencing the Shares held by each Seller, duly endorsed in blank or accompanied by stock powers duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(ii) a consent and release, in form and substance reasonably acceptable to Purchaser and Sellers' Representative, executed by each holder of one or more Options in connection with the cancellation thereof;
(iii) a receipt for the Purchase Price executed by Sellers' Representative;
(iv) a counterpart, executed by Sellers' Representative, of the Escrow Agreement dated as of the Closing Date;
(v) a counterpart, executed by the Sherwin-Williams Claims Trust, of the Assignment and Assumption Agrxxxxxx xxxxx xx of the Closing Date; and
(vi) each of the documents required to be delivered by Sellers pursuant to Section 8.03 that has not been delivered prior to the Closing.
Closing Deliveries of Sellers. At the Closing, Sellers will execute and deliver or cause to be executed and delivered, as applicable, to Buyer:
Closing Deliveries of Sellers. Each Seller shall have delivered to Purchaser each of the Closing deliveries set forth under Section 2.2.