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 the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser the following: 49 (a) possession of the tangible Purchased Assets; (b) certificates executed by an authorized executive officer of each of the Sellers as to compliance by such Party with the conditions set forth in Sections 7.2(a) and (b); (c) a Xxxx of Sale in substantially the same form as attached hereto as Exhibit 8.1(c)(i), an Assignment and Assumption Agreement, in substantially the same form as attached hereto as Exhibit 8.1(c)(ii) (the “Assignment and Assumption Agreements”), a Federal Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iii) (the “Federal Trademark Assignment”),a State Trademark Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(iv) (the “State Trademark Assignment” and together with the Federal Trademark Assignment, the “Trademark Assignments”), a Patent Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(v) (the “Patent Assignment”), a Copyright Assignment, in substantially the same form as attached hereto as Exhibit 8.1(c)(vi) (the “Copyright Assignment”) and vehicle certificates of title, duly executed as of the Closing Date by Sellers (or, with respect to the Trademark Assignments, Patent Assignment and Copyright Assignment, Centex); (d) with respect to each of the Sellers, a copy, certified by the Secretary or any Assistant Secretary of such Party, of (i) the Organizational Documents of such Party, and (ii) the resolutions described in Section 4.2, authorizing the transactions contemplated hereby and by the Seller Ancillary Documents and the execution, delivery and performance by such Party of this Agreement and the Seller Ancillary Documents, as applicable, and an incumbency certificate with respect to officers executing documents or instruments on behalf of such Party; (e) with respect to each of the Affiliates of Sellers that is a party to any of the Seller Ancillary Documents or the Centex Guaranty, a copy, certified by the Secretary or any Assistant Secretary of such Affiliate, of (i) the Organizational Documents of such Affiliate, and (ii) the resolutions authorizing the transactions contemplated by the Seller Ancillary Documents to which such Affiliate is a party and, if applicable, the Centex Guaranty, and the execution, delivery and performance by such Affiliate of such Seller Ancillary Documents and, if applicable, the Centex Guaranty, and an inc...
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. At or prior to the Closing, the Representative, on behalf of Sellers and the Company, shall deliver to Buyer:
(a) a certificate of the Secretary of the Company, dated as of the Closing Date, attaching and certifying (i) the Organizational Documents of the Company, (ii) the authorizing resolutions of the Company and (iii) the incumbency and signatures of the Persons signing this Agreement and the other Ancillary Agreements to which the Company is a party;
(b) good standing certificates for the Company from the jurisdiction of each such Person’s organization and each jurisdiction in which the Company is qualified to do business;
(c) counterpart signature pages to the Employment Offer Letters signed by each of the Key Executives;
(d) resignation letters from each member of the board of directors or managers, management board and officers, as the case may be, of the Company set forth on Section 3.1(b) of the Disclosure Schedule;
(e) a termination agreement from each party to the related party Contracts identified with an asterisk (*) on Section 3.13(a)(viii) of the Disclosure Schedule;
(f) an affidavit of non-foreign status, certified by each Seller under penalties of perjury, meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2); and
(g) all other instruments and documents required by this Agreement to be delivered by the Company, Sellers or the Representative to Buyer, and such other instruments and documents which Buyer or its counsel may reasonably request to effectuate the transactions contemplated hereby. All such agreements, documents and other items shall be in form and substance satisfactory to Buyer.
Closing Deliveries of Sellers. On the Closing Date, Sellers shall deliver or cause to be delivered, to Buyers, the following: (i)
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. 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. 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 Agreexxxx xxxxx xx xx 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, the Sellers will deliver to the Buyer:
(a) certificates representing the Purchase Shares, duly endorsed (or accompanied by duly executed stock powers);
(b) Option Cancellation Agreements duly executed by the Company and each Option holder that is not a Seller;
(c) the executed copies of Pay-Off Letters from all Pay-Off Lenders;
(d) final invoices with respect to the Company Expenses (other than the directors and officers liability policy referred to in Section 7.7(b));
(e) written resignations of the directors and officers of the Company and its Subsidiaries set forth on Schedule 7.5;
(f) evidence reasonably satisfactory to the Buyer of termination of the Management Agreement, Stockholders Agreement and Registration Rights Agreement;
(g) the Escrow Agreement, executed by the Sellers;
(h) a certificate of non-foreign status of each Seller that complies with Section 1445 of the Code;
(i) a certificate of the Secretary of State of the State of Delaware dated as of a date not earlier than the 5th day prior to the Closing Date as to the good standing of the Company; and
(j) such other documents as are reasonably requested by the Buyer.
Closing Deliveries of Sellers. At Closing, Sellers will deliver, or cause to be delivered, to Buyer, the following:
(a) all stock certificates representing the Shares, each duly endorsed in blank or accompanied by an assignment separate from certificate suitable in form to transfer the Shares to Buyer in the records of the Company;
(b) the written resignation in a form approved in advance by Buyer (such approval not to be unreasonably withheld) or evidence reasonably satisfactory to Buyer of the removal of each officer and director of the Company, with each such resignation (or removal) effective no later than immediately prior to the effective time of Closing;
(c) the true, correct and complete minute books of the Company and the Subsidiaries, including the stock ledgers and stock records of the Company;
(d) a certificate of an officer of the Company in a form approved in advance by Buyer, dated the Closing Date, certifying that attached thereto is a true, correct and complete certified copy of the certificate of incorporation of the Company, and a true, correct and complete copy of the bylaws of the Company, in each case as are then in full force and effect; (e) true, correct and complete copies of all notices to third parties, and the Required Consents;
