Closing Deliveries of the Parent and the Buyer. At or prior to the Closing, the Parent and the Buyer shall deliver or cause to be delivered to the Seller Group each of the following agreements and other documents: (i) the Purchase Price (other than the Escrow Amount which shall be wired to the Escrow Agent, and any Sale Withholding Tax which shall be remitted to the relevant Tax Authorities) shall be wired to an account designated by the Seller Group; (ii) Certificates representing the Closing Stock Consideration; (iii) copies of the Organizational Documents, including all amendments thereto, certified by the Secretary of State of Delaware , and a certificate from the Secretary of State of Delaware to the effect that each of the Parent and the Buyer is in good standing in the State of Delaware; (iv) copies of all consents referred to in Schedule 3.03 and Schedule 3.04; (v) the Bxxx of Sale, duly signed by the Buyer; (vi) copies of any Tax Clearance Certificates received prior to the Closing Date which set forth a demand for Sale Withholding Tax; (vii) the Facility Lease, duly signed by the Parent or the Buyer; (viii) the Escrow Agreement, duly signed by the Parent;
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Closing Deliveries of the Parent and the Buyer. At or prior to the Closing, the Parent and the Buyer shall deliver or cause to be delivered to the Seller Group each of the following agreements and other documents:
(i) the Purchase Price (other than the Escrow Amount which shall be wired to the Escrow Agent, and any Sale Withholding Tax which shall be remitted to the relevant Tax Authorities) shall be wired to an account designated by the Seller Group;
(ii) Certificates representing the Closing Stock ConsiderationConsideration issued to each of the Stockholders in their pro rata amounts to such Stockholder’s ownership of shares in the Company;
(iii) copies of the Organizational Documents, including all amendments thereto, certified by the Secretary of State of Delaware , and a certificate from the Secretary of State of Delaware to the effect that each of the Parent and the Buyer is in good standing in the State of Delaware;
(iv) copies of all consents referred to in Schedule 3.03 and Schedule 3.04;
(v) the Bxxx Xxxx of SaleSale and an assignment and assumption agreement of the Assigned Contracts, duly signed by the Buyer;
(vi) copies of any Tax Clearance Certificates received prior to the Closing Date which set forth a demand for Sale Withholding TaxDate;
(vii) the Facility Lease, duly signed by the Parent or the Buyer;
(viii) the Escrow Agreement, duly signed by the Parent;
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Closing Deliveries of the Parent and the Buyer. At or prior to the Closing, the Parent and the Buyer shall deliver or cause to be delivered to the Seller Group each of the following agreements and other documents:
(i) the Purchase Price (other than the Escrow Amount which shall be wired to the Escrow Agent, and any Sale Withholding Tax which shall be remitted to the relevant Tax Authorities) shall be wired to an account designated by the Seller Group;
(ii) Certificates certificates representing the Closing Stock Consideration;
(iii) copies of the Organizational Documents, including all amendments thereto, certified by the Secretary of State of Delaware , and a certificate from the Secretary of State of Delaware to the effect that each of the Parent and the Buyer is in good standing in the State of Delaware;
(iv) copies of all consents referred to in Schedule 3.03 and Schedule 3.04;
(iv) copies of the Organizational Documents, including all amendments thereto, of the Parent and Buyer certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions;
(v) a certificate, dated the Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Parent’s and the Buyer’s board of directors with respect to the Transactions;
(vi) the Bxxx of Sale, duly signed by the Buyer;
(vi) copies of any Tax Clearance Certificates received prior to the Closing Date which set forth a demand for Sale Withholding Tax;
(vii) the Facility LeaseLeases, duly signed by the Parent or the Buyer;
(viii) the Escrow Agreement, duly signed by the Parent;
(ix) the Stockholders Agreement duly signed by the Parent; and
(x) a certificate, duly executed by the Chief Executive Officer of the Parent and Buyer, certifying as to the matters set forth in Section 5.02(a) and Section 5.02(b).
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Closing Deliveries of the Parent and the Buyer. At or prior to the Closing, the Parent and the Buyer shall deliver or cause to be delivered to the Seller Group each of the following agreements and other documents:
(i) the Purchase Price (other than the Escrow Amount which shall be wired to the Escrow Agent, and any Sale Withholding Tax which shall be remitted to the relevant Tax Authorities) shall be wired to an account designated by the Seller Group;
(ii) Certificates certificates representing the Closing Stock Consideration;
(iii) copies of the Organizational Documents, including all amendments thereto, certified by the Secretary of State of Delaware , and a certificate from the Secretary of State of Delaware to the effect that each of the Parent and the Buyer is in good standing in the State of Delaware;
(iv) copies of all consents referred to in Schedule 3.03 and Schedule 3.04;
(iv) copies of the Organizational Documents, including all amendments thereto, of the Parent and Buyer certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions;
(v) a certificate, dated the Bxxx Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Parent’s and the Buyer’s board of directors with respect to the Transactions;
(vi) the Xxxx of Sale, duly signed by the Buyer;
(vi) copies of any Tax Clearance Certificates received prior to the Closing Date which set forth a demand for Sale Withholding Tax;
(vii) the Facility LeaseLeases, duly signed by the Parent or the Buyer;
(viii) the Escrow Agreement, duly signed by the Parent;
(ix) the Stockholders Agreement duly signed by the Parent; and
(x) a certificate, duly executed by the Chief Executive Officer of the Parent and Buyer, certifying as to the matters set forth in Section 5.02(a) and Section 5.02(b).
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