Closing Deliveries of the Sellers. At Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver to MTLM each of the following:
(a) The long-form articles of incorporation for each of the Companies, certified by the Secretary of State of New Jersey, and dated no more than thirty (30) calendar days prior to the Closing Date;
(b) A Certificate of Good Standing for the Companies issued by the appropriate Governmental Agency in the State of New Jersey and in each jurisdiction in which the Companies are qualified to conduct business as a foreign corporation, and dated not more than thirty (30) calendar days prior to the Closing Date;
(c) Certificates of the Secretary or an Assistant Secretary from each of the Companies, dated the Closing Date, in form and substance reasonably satisfactory to the Companies, certifying: (i) the by-laws and Articles of Incorporation of the Companies; (ii) the resolutions of the board of directors of the Companies, authorizing and approving the execution, delivery, and performance of this Agreement, and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of executing this Agreement;
(d) A certificate, dated the Closing Date, of an executive officer of the Companies certifying the compliance by the Companies with Sections 9.1 and 9.2;
(e) The resignations of the officers and directors of the Companies as set forth in Section 6.5;
(f) The Employment Agreement between MTLM and Josexx Xxxxxxxx, duly executed by Josexx Xxxxxxxx;
(g) The Employment Agreement between MTLM and Andrxx Xxxxxxxx, Xx., xxly executed by Andrxx Xxxxxxxx, Xx.;
(h) The Employment Agreement between MTLM and John Xxxxxxxx, duly executed by John Xxxxxxxx;
(i) The Non-competition Agreement between MTLM and Josexx Xxxxxxxx;
(j) The Non-competition Agreement between MTLM and Andrxx Xxxxxxxx, Xx. xxxy executed by Andrxx Xxxxxxxx, Xx.;
(k) The Escrow Agreement, duly executed by the Sellers, and the Escrow Agent;
(l) A duly executed Opinion of Seller's Counsel;
(m) The Registration Rights Agreement, duly executed by the Sellers and MTLM;
(n) Evidence of all consents, waivers or approvals required in this Agreement to be obtained by the Sellers or the Companies pursuant to Section 8.4 with respect to the consummation of the transactions contemplated by this Agreement have been obtained;
(o) Stock certificates evidencing all of the Shares held by the Sellers immediately prior to Closing, and such certificates shall b...
Closing Deliveries of the Sellers. On or before the Closing, SUNO and the Shareholders shall deliver or cause to be delivered to the Buyer:
(a) this Agreement, duly executed by the Sellers;
(b) share certificates representing the Shares;
(c) resignations of all of the officers of SUNO as of the date hereof;
(d) updated schedules of SUNO and the Shareholders, dated as of the date of the Closing;
(e) a certified copy of a resolution of the directors of SUNO dated as of the date hereof appointing the nominees of the Buyer as officers of the Buyer;
(f) a resolution of the directors of SUNO appointing Zxxxxxxxx Xxxx to the board of directors of SUNO as of the Closing and an undated resolution appointing the nominee of the Buyer listed below in Article 8 to the board of directors of SUNO;
(g) undated resignation Pxxxx X. Xxxxxx as a director of SUNO;
(h) resignations of all directors other than Pxxxx X. Xxxxxx, if any, as directors of SUNO dated as of the date hereof;
(i) all reasonable consents or approvals required to be obtained by the Buyer for the purposes of completing the transaction contemplated herein and preserving and maintaining the interests of the Buyer;
(j) the legal opinion of SUNO’s counsel referred to in Section 6.3(j); and
(k) such other documents as the Buyer may reasonably require to give effect to the terms and intention of this Agreement.
Closing Deliveries of the Sellers. At Closing, the Representative, on behalf of the Sellers, shall have delivered to the Buyer each of the following:
(i) a certificate in the form set forth in Exhibit B, dated as of the Closing, stating that: (i) All of the representations and warranties set forth in Article IV and Article V that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Companies’ knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded;
(ii) copies of the material governmental and third party consents relating to the matters indicated on Schedule 2.01(ii) in connection with the consummation of the transactions contemplated hereby;
(iii) all payoff letters and releases (or other evidence of payment in full satisfaction where applicable) relating to any Indebtedness, listed on Schedule 2.01(iii) hereof, that will be paid off at Closing;
(iv) the certificates representing the Purchased Equity Interests consisting of Sterling XX Xxxxxxx Shares and Sterling XX Xxxxxxx Shares duly endorsed for transfer or accompanied by duly executed stock powers or equivalent transfer documents acceptable to Buyer, and, in the case of all other Purchased Equity Interests, the duly executed assignment instrument of each holder of such Purchased Equity Interests in the form set forth in Exhibit C, all as may be necessary to vest in Buyer all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens.
(v) all existing minute books, stock books (or equivalent books reflecting the ownership of equity interests), ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Companies, if not already located on the premises of the Companies;
(vi) resignations effective as of the Closing Date...
Closing Deliveries of the Sellers. At the Closing, the Sellers 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 Sellers by a duly authorized officer thereof, in order to effect the transfer of the Broadcasting Assets to the Purchaser pursuant to Section 2.1 hereof:
Closing Deliveries of the Sellers. The obligation of Buyer and Steixxx xx consummate the transactions contemplated by this Agreement shall be subject to the delivery, prior to or at Closing, of each of the following by Sellers (the delivery of any or all of which may be waived by Buyer and Steixxx xx their discretion):
(a) a counterpart signature page to the Employment Agreement, dated as of the Closing, between Mark X. Xxxxxxx xxx Mandara, duly executed by Mr. Xxxxxxx, xxich Employment Agreement shall be in substantially the form attached hereto as EXHIBIT 7.1(A) (the "EDLESON EMPLOYMENT AGREEMENT");
(b) a counterpart signature page to the Registration Rights Agreement, dated as of the Closing, duly executed by each of the Sellers;
(c) the original promissory notes evidencing the Seller Loans, each duly endorsed and collaterally assigned by the holder thereof in favor of Buyer;
(d) an opinion of Morgxx & Xorgxx, xxunsel to Sellers, dated as of the Closing Date, in the form attached hereto as EXHIBIT 7.1(D);
(e) good standing certificates (or similar certifications of status), dated not more than thirty (30) business days prior to the Closing Date, of each of the Mandara Entities issued by the appropriate Governmental Authorities or other Persons (i) in their Organizational Jurisdiction and (ii) in each other jurisdiction where they are qualified to do business;
(f) Instruments of Transfer of the Mandara Shares, dated as of the Closing Date, in the form attached hereto as EXHIBIT 7.1(F), executed by each of the Sellers assigning the Mandara Shares to Buyer;
(g) a Mutual General Release, in the form attached hereto as EXHIBIT 7.1(G) (the "RELEASE"), executed by each of the Sellers releasing claims against the Mandara Entities;
(h) an undertaking from each of Non-Compete Party agreeing to be bound by the restrictions set forth under ARTICLE X of this Agreement;
(i) the Charter Documents of the Mandara Entities;
(j) a counterpart signature page to a Pledge and Security Agreement, dated as of the Closing Date, between Buyer and each of SPI and PCCL (the "PLEDGE AGREEMENTS"), duly executed by each of SPI and PCCL, each of which Pledge Agreements shall be in substantially the form attached hereto as EXHIBIT 7.1(K), and shall be accompanied by a stock power executed in blank and instructions to Steixxx xx deliver any Steixxx Xxxres otherwise deliverable to SPI and PCCL hereunder to the pledgee under said Pledge Agreements.
Closing Deliveries of the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered:
(i) to Buyer, a certificate from the Sellers, dated the Closing Date, to the effect that the conditions set forth in Sections 6.3(a), 6.3(b), 6.3(c), 6.3(e) and 6.3(f) have been satisfied;
(ii) to Buyer, certificates representing the Shares, together with duly authorized stock powers executed in blank;
(iii) to Buyer, the Final Closing Certificate pursuant to Section 2.3(b) hereof;
(iv) a duly executed resignation of each of the directors and officers of the Companies and the Company Subsidiaries identified by Buyer to Sellers in writing no less than five (5) Business Days prior to the Closing;
(v) the third party consents listed on Schedule 6.4(b)(v), each of which shall not be subject to the satisfaction of any condition that has not been satisfied or waived, shall be in full force and effect and shall be evidenced by documentation in form and substance reasonably satisfactory to Buyer;
(vi) to Buyer, a certificate from Westway Group, consistent with Treasury Regulation Section 1.1445-2(b)(2), certifying that Westway Group is not a foreign Person;
(vii) to Buyer, the Transitional Services Agreement, duly executed by Westway Group;
(viii) to Buyer, the HSE Transition Agreement in the form attached hereto as Exhibit H (the “HSE Transition Agreement”), duly executed by Westway Terminals;
(ix) duly executed lease agreements, in the forms attached hereto as Xxxxxxxx X-0, X-0, X-0 and D-4, with respect to property owned or leased, as applicable, by Affiliates of Westway Group in Jacksonville, Florida, Baltimore, Maryland, St. Xxxx, Minnesota, and Houston, Texas;
(x) duly executed ten-year molasses storage agreements with respect to the facility in Houston, Texas, which include an exclusivity arrangement, in the forms attached hereto as Exhibit G;
(xi) to Buyer, the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Westway Canada; and
(xii) to Buyer, registerable transfers of the Real Property that is part of the Purchased Canadian Assets and all other standard conveyance documents in the jurisdiction where such Real Property is located no less than (5) Business Days prior to the Closing.
Closing Deliveries of the Sellers. At the Closing, the Sellers shall deliver to Parent the following:
Closing Deliveries of the Sellers. All of the items below shall have been delivered, and all of the transactions described shall have been consummated at or prior to the Closing:
Closing Deliveries of the Sellers. At the Closing, the Sellers shall deliver, or shall cause to be delivered:
(i) An assignment signed by all the Members of Eagle transferring 100% of their Membership Interests to the Buyer free and clear of all Encumbrances in form and substance acceptable to the Buyer;
(ii) A good standing certificate for Eagle from the Secretary of State for the State of Texas dated on or within twenty-five (25) days of the Closing Date;
(iii) A receipt signed by the Sellers for the Purchase Price;
(iv) An agreement that will provide for the completion of five working drilling rigs, understanding that, as of the Effective Date, as disclosed on Exhibit B, that two drilling rigs that are a part of the Inventory of the Company remain to be completed with estimated delivery dates of August 30, 2006 for one and October 1, 2006 for the other. At such time as the final two drilling rigs disclosed on Exhibit B become working rigs, the Escrowed Funds shall be paid to the Sellers as set forth on Exhibit C.
(v) Provide an agreement that, for a period of forty-five (45) days after the Closing Date,if required, Transition Services, consisting of billing, collection, accounting, administrative, and clerical services, shall be supplied to the Buyer;
Closing Deliveries of the Sellers. On or before the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
(a) this Agreement, duly executed by the Sellers;
(b) share certificates representing the Shares, along with medallion guaranteed stock powers;
(c) resignations of all of the officers of REII as of the Closing Date;
(d) a certified copy of a resolution of the directors of REII dated as of the Closing Date appointing the nominees of the Buyer as officers of the Buyer;
(e) an undated resolution of the directors of REII appointing the nominee of the Buyer listed below in Article 8 to the board of directors of REII;
(f) undated resignation of Una Ricketts as a director of REII;
(g) resignations of all dirxxxxxx other than Una Ricketts as directors of REII dated as of the Closing Datx;
(h) all reasonable consents or approvals required to be obtained by the Buyer for the purposes of completing the transaction contemplated herein and preserving and maintaining the interests of the Buyer; and
(i) such other documents as the Buyer may reasonably require to give effect to the terms and intention of this Agreement.
