Closing Deliveries of the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser all of the following:
(a) share certificates evidencing the Shares, accompanied by duly executed stock transfer powers in form and substance reasonably satisfactory to the Purchaser;
(b) a certificate of compliance or status for each of the Purchased ELN Companies issued as of a recent date by appropriate government officials of their respective jurisdiction of incorporation;
(c) a certificate of an officer of each of the Purchased ELN Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying to (i) its Organizational Documents in effect as of the Closing Date and (ii) the resolutions of its board of directors, authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date;
(d) the minute books, ledgers and registers, corporate seal and other corporate records of each of the Purchased ELN Companies;
(e) the certificate of the Seller required to be delivered pursuant to Section 6.2(d);
(f) all consents, waivers or approvals obtained by the Seller with respect to the consummation of the Contemplated Transactions, including the items set forth in Schedule 3.4(b);
(g) the Restructuring Agreements and all other agreements and instruments required to implement the Restructuring Transactions, each duly executed by the parties thereto and in form and substance satisfactory to the Purchaser, acting reasonably;
(h) a certificate of an officer of the Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, certifying that the Loss Consolidation Unwind Transactions have been duly completed substantially in the manner described on ANNEX V;
(i) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, and the Transition Services Agreement, each duly executed by the Seller; and
(j) the Sublease, duly executed by the Seller or one of its Affiliates.
Closing Deliveries of the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following instruments, certificates and other documents, dated as of the Closing Date and executed on behalf of the Seller by a duly authorized officer thereof, in order to effect the transfer of the Purchased Assets to the Purchaser pursuant to Section 2.1 hereof:
Closing Deliveries of the Seller. On or prior to the Closing Date, the Seller shall deliver to Purchaser each of the following documents:
Closing Deliveries of the Seller. Seller shall have made the Closing deliveries required pursuant to Section 1.4.
Closing Deliveries of the Seller. Simultaneous with the execution of this Agreement, the Seller will deliver to the Buyer:
(a) a duly executed counterpart of a transition services agreement in substantially the form attached hereto as Exhibit B (the “Transition Services Agreement”);
(b) a duly executed counterpart of a xxxx of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit C (the “U.S. Xxxx of Sale and Assignment and Assumption Agreement”);
(c) a duly executed counterpart of an assignment and assumption of leases in substantially the form attached hereto as Exhibit D (the “Assignment and Assumption of Leases”);
(d) a duly executed non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, in form and substance reasonably satisfactory to the Buyer; and
(e) all instruments and documents (including payoff letters) necessary to release any and all Liens (other than Permitted Liens) on the Purchased Assets, including appropriate UCC financing statement amendments (termination statements).
Closing Deliveries of the Seller. 52 11.02. Closing Deliveries of the Purchaser...................................................................... 52 ARTICLE XII TERMINATION, AMENDMENT AND WAIVER
Closing Deliveries of the Seller. At the Closing, the Seller or the Parent, as the case may be, shall deliver to the Purchaser, and shall cause the Company and its Subsidiaries to deliver to the Purchaser, the following:
(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) a receipt for the Purchase Price;
(c) true and complete copies, certified by the Secretary or an Assistant Secretary of the Seller or the Parent, as the case may be, of the resolutions duly and validly adopted of each of the Seller and the Parent evidencing its authorization of the execution and delivery of this Agreement and the consummation of the Transactions;
Closing Deliveries of the Seller. At the Closing, the Seller shall deliver or cause to be delivered to Buyer ownership, possession and control of all of the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances, including by executing and delivering those documents identified in Section 8.2 hereof and all such other instruments, certificates and other documents that are reasonably necessary to effect the valid transfer from the Seller to Buyer of, and vest in Buyer valid title or rights in and to, the Transferred Assets or to complete the Transactions (collectively, the “Seller Transfer Documents”).
Closing Deliveries of the Seller. At the Closing Time, the Seller shall deliver or cause to be delivered to the Purchaser, the following:
(a) a transfer by the Seller to the Purchaser (or as the Purchaser may otherwise direct) of the Purchased Shares, or certificates representing the Purchased Shares duly endorsed for transfer to the Purchaser (or as the Purchaser may otherwise direct);
(b) all documentation and other evidence reasonably requested by the Purchaser in order to establish the due authorization and completion of the transactions contemplated by this Agreement, including the taking of all corporate proceedings by the boards of directors and shareholders of the Seller and the Corporation required to effectively carry out the obligations of the Seller pursuant to this Agreement;
(c) duly executed resignation effective as at the Closing Time of each resigning Seller nominee director of the Corporation;
(d) releases from the Seller and Bxxx Xxxxxx of all Claims they may have against the Corporation as at the Closing Time in a form acceptable to the Seller, acting reasonably;
(e) a consulting agreement between the Corporation and WJD Associates Inc., in form and substance satisfactory to the Purchaser signed by Bxxx Xxxxxx on behalf of WJD Associates Inc.;
(f) written consent of the Seller to the termination of that certain Unanimous Shareholders Agreement made as of December 6, 2010, as amended (the “Shareholders Agreement”).
Closing Deliveries of the Seller. At the Closing, in addition to any other documents specifically required to be delivered pursuant to this Agreement, the Seller shall, in form and substance reasonably satisfactory to Buyer and its counsel, deliver to Buyer the following:
(a) A bill of sale in the form attached hereto as Exhibit A (the "Bill of Xxxx"), duly executed by Seller, conveying all of Seller's rxxxx, title and interest in, to and under the General Partnership Interest to Buyer;
(b) Such other instruments of sale, transfer, conveyance and assignment as Buyer and its counsel may reasonably request to effect the transactions contemplated hereby, including, without limitation, such documents as are required by the Amended Limited Liability Limited Partnership Agreement, dated on or about April 15, 2005, among the partners of SDG (the "Partnership Agreement") to cause the sale and transfer of the General Partnership Interest as herein contemplated to be effective and to cause the conveyance of the General Partnership Interest to Buyer to be recognized by SDG and accurately reflected in the Partnership Agreement and in such other of its records as relate to the identity of its partners and the extent of their partnership interests or as otherwise required by applicable agreements; and
(c) All other previously undelivered items required to be delivered by the Seller at or prior to Closing pursuant to this Agreement or otherwise required in connection herewith unless waived in writing by Buyer.
