Closing Documents and Deliveries. HealthSpring and Buyer shall have delivered to Sellers (or, if applicable, the Escrow Agent) the following:
(a) wire transfers of immediately available funds of the Cash Purchase Price in accordance with Section 3.2;
(b) HealthSpring shall have delivered the certificates representing the Shares to the Escrow Agent as required by Section 3.2 and the Escrow Agreement;
(c) a copy of the resolutions and other requisite actions of HealthSpring and Buyer authorizing the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by HealthSpring and Buyer of the transactions contemplated hereby and thereby, which copies have been certified by HealthSpring’s and Buyer’s secretary;
(d) a certificate of a duly authorized officer of HealthSpring and Buyer in accordance with Section 10.3(i);
(e) a copy of HealthSpring’s Amended and Restated Certificate of Incorporation certified by the Delaware Secretary of State;
(f) a copy of Buyer’s Articles of Formation certified by the Texas Secretary of State;
(g) a copy of HealthSpring’s bylaws certified by its Secretary;
(h) a copy of Buyer’s Amended and Restated Regulations as certified by its Secretary;
(i) a certificate of good standing of HealthSpring issued by the Secretary of State of the State of Delaware;
(j) certificates of good standing for Buyer issued by the Secretary of State of the State of Texas and the Office of the Comptroller of the State of Texas; and
(k) NewQuest Management shall have delivered to Axxxxx X. Xxxxx the Employment Agreement;
(l) HealthSpring shall have executed and delivered to Sellers the Registration Rights Agreement;
(m) the Company shall have executed and delivered the License Agreement and the Medical Services Agreement;
(n) evidence of the appointment of Lxxx to the Board of Directors of HealthSpring effective immediately following the Closing Date; and
(o) HealthSpring, Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement. All proceedings to be taken by HealthSpring and Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by HealthSpring and Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the Sellers.
Closing Documents and Deliveries. At the Closing, and thereafter if requested by VCampus, Reorganized Prosoft shall deliver to VCampus the following items:
3.5.1 Duly executed certificates evidencing all of the New Common Stock to be issued to VCampus or its designee pursuant to Section 2.1;
3.5.2 The Plan and Confirmation Order, which order shall be certified by the clerk of the Bankruptcy Court;
3.5.3 A certificate of good standing for Prosoft issued by the appropriate authority of the State of Nevada no more than thirty (30) days prior to Closing;
3.5.4 A closing certificate signed by the president of Prosoft attesting that, to the best of his knowledge, information and belief, as of the Closing: (i) the representations and warranties of Prosoft contained herein continue to be true and complete in all material respects (or, to the extent any of the same are not true and complete in any material respect, specifying how the same is not true and complete); and, (ii) that any covenant of Prosoft contained herein, that by its terms is to have been performed as of the Closing, has been performed (or, to the extent any of the same have not been performed in any material respect, specifying how the same remains unperformed);
3.5.5 Resignations of the corporate officers and directors of Prosoft;
3.5.6 A list of all the Acquired Assets being retained by Reorganized Prosoft.
3.5.7 Such other documents as may be reasonably requested by VCampus in connection with the transactions contemplated hereby. However, Prosoft may retain and use copies of any and all records it deems reasonably necessary to resolve and complete the Chapter 11 Case.
Closing Documents and Deliveries. Company shall have received the following agreements, deliveries and documents, each of which shall be in full force and effect:
(i) a certificate executed on behalf of Bxxxx, dated the date of Closing and signed by an officer of Bxxxx, evidencing compliance with Sections 5.02(a) through (c) hereof;
(ii) certificates from appropriate authorities as to the good standing of, and payment of all required fees by Buyer in Nevada and any other jurisdiction in which Buyer is “doing business”, as of a recent date prior to the Closing Date.
(iii) A joint written consent of the Board and majority shareholders of Bxxxx approving the transactions contemplated herein.
(iv) Documents, including bank account signature cards, for any Company bank accounts.
(v) Executed documents evidencing the settlement and release of claims originating under promissory notes issued by FirstIn Wireless (the former business of the Buyer) in form and substance suitable to the Company on the terms set forth on Schedule 5.02(d)(v).
(vi) Evidence of Financing of at least $35,000 shall have been procured for the Buyer.
(vii) Confirmation that the Articles of Incorporation of Buyer have been amended to increase the authorized common and preferred stock to 1 billion shares of common and 50 million shares of preferred.
Closing Documents and Deliveries. 10
9.1 Documents to be Delivered by the Seller and the Principal…………………………… 10 9.2 Documents to be Delivered by Buyer and OSI………………………………………… 11
Closing Documents and Deliveries. (i) Seller. At Closing, Seller shall deliver to Purchaser the following:
(a) a limited warranty deed (the "Deed"), subject only to the Permitted Exceptions;
(b) a limited warranty xxxx of sale (the "Xxxx of Sale") in the form attached hereto as EXHIBIT J;
(c) a letter advising tenants under the Leases of the change in ownership of the Property in the form of EXHIBIT L attached hereto;
(d) a letter advising vendors under the Service Contracts of the change in ownership of the Property in the form of EXHIBIT M attached hereto;
(e) four (4) counterparts of an assignment and assumption of the Leases and Security Deposits in the form of EXHIBIT E attached hereto (the "Lease Assignment"), executed by Seller;
(f) four (4) counterparts of an assignment and assumption of the Service Contracts in the form of EXHIBIT F attached hereto (the "Service Contract Assignment"), executed by Seller;
(g) an affidavit stating, under penalty of perjury, Seller's U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code;
(h) four (4) counterparts of a closing statement (the "Closing Statement") to be executed by Seller and Purchaser, containing the Closing Delinquency Schedule (as defined in Section 4(C)(i)(b) below) and setting forth the prorations and adjustments to the Purchase Price as required by Section 4(C) below, executed by Seller;
(i) all executed Estoppel Certificates (as defined in Section 8(B)(i) below) received by Seller as of the Closing Date to the extent not previously delivered to Purchaser or its counsel;
(j) four (4) counterparts of a letter with respect to Seller's delivery of information required under 29 C.F.R. (S)1910.1001(j)(2)(ii) and 29 C.F.R. (S)1926.1101(n)(6) (the "OSHA Letter") in the form of EXHIBIT O attached hereto, executed by Seller;
(k) four (4) counterparts of a Quit Claim Assignment of Permits and General Intangibles (the "Permit Assignment") in the form of EXHIBIT R attached hereto;
(l) any transfer tax declaration, real property conveyance statement or similar document (the "Transfer Tax Declarations") that Seller is required by law to execute in order to record the Deed with the Xxxxxx County, Michigan recorder, executed by Seller; and
(m) copies of those Leases and all material amendments thereto for which Estoppel Certificates were not received by Seller or Purchaser prior to the Closing Date, certified by Seller to be, to the Actual Knowledge of Seller, t...
Closing Documents and Deliveries. The Sellers shall have delivered, or caused to be delivered, to the Purchaser all of the agreements and other closing documents and deliveries described in Section 4.2, together with such additional documents as the Purchaser may reasonably require in order to consummate, or to evidence the consummation of, the transactions contemplated by this Agreement or any Ancillary Document, all of which shall be reasonably satisfactory in form and substance to the Purchaser.
Closing Documents and Deliveries. At the initial Closing, the parties shall deliver the documents, and shall perform the acts, which are set forth in this Section 9. All documents which each of the IH Entities and the IH Manager shall deliver shall be in form and substance reasonably satisfactory to the REIT Parties and their counsel. All documents which the REIT Parties shall deliver shall be in form and substance reasonably satisfactory to the IH Entities, the IH Manager and their counsel. As to any Closing that occurs subsequent to the initial Closing, the parties shall comply with this Section 9 as nearly as practicable with respect to such subsequent Closing.
Closing Documents and Deliveries. The Seller shall deliver the following at the Closing:
(i) The executed and acknowledged Special Warranty Deed in the form attached hereto as Exhibit [designation of exhibit] (hereinafter, the “Deed”), subject to the Permitted Exceptions, sufficient for recording, conveying fee simple title to the Property which the Purchaser shall cause to be recorded.
(ii) A Certificate and Indemnity, in the form attached as Exhibit [designation of exhibit].
(iii) An affidavit of the Seller pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, stating that the Seller is not a foreign person within the meaning of such Section.
(iv) A closing statement, executed by the Seller. The Purchaser shall deliver the following at the Closing:
(i) The Purchase Price, in cash or immediately available funds.
(ii) A closing statement, executed by the Purchaser.
Closing Documents and Deliveries. At and conditioned upon the Closing, the documents and funds described in this Section 5.2 shall be delivered by and to Seller and Buyer as hereinafter provided. All transactions consummated at the Closing shall be deemed to have been made simultaneously and no documents or funds shall be deemed to have been delivered until all required documents and funds have been delivered.
(a) Seller shall execute and deliver to Buyer a xxxx of sale for the Tangible Personal Property in substantially the form of EXHIBIT 5.2(A) (the "Xxxx of Sale").
(b) Seller and Buyer each shall execute and deliver to the other, original counterparts of an assignment and assumption agreement for the Other Agreements and Other Assets in substantially the form of EXHIBIT 5.2(B).
(c) Seller shall deliver to Buyer a certified copy of resolution(s) adopted by the Board of Directors and Shareholders of Seller authorizing the execution and delivery of this Agreement and the consummation of the transaction as contemplated by this Agreement, together with an opinion of counsel to the effects set forth in EXHIBIT 5.2(C).
(d) Buyer shall deliver to Seller a certified copy of a resolution(s) adopted by the Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transaction as contemplated by this Agreement, together with an opinion of counsel to the effects set forth in EXHIBIT 5.2(D).
(e) Seller shall deliver to Buyer an updated version of EXHIBIT 6.1(G) attached to this Agreement which shall be used as Exhibit A for the Xxxx of Sale.
(f) Seller shall deliver to Buyer possession of the Assets, including any keys, combinations or other means of access to the Assets to the extent in Seller's possession.
(g) Shareholder shall enter into a Consulting Agreement with Buyer in the form of EXHIBIT 7.1(D).
Closing Documents and Deliveries. At Closing, County shall deliver to Egger the following:
(a) A duly executed special warranty deed (the “Deed”) conveying fee simple title to Premises, insurable at standard rates, and free and clear of all liens and encumbrances except for the Permitted Exceptions.
(b) Any documents that Xxxxx’x and County's counsel may reasonably determine are necessary to assign any easements, licenses, service agreements and permits relating to the use of Premises, which Xxxxx’x and County’s counsel determines are assignable;
(c) Such written evidence of authority to execute and deliver the Deed, in form and content acceptable to Egger and Xxxxx’x title insurance company;
(d) All of the title company’s form owner’s/County’s standard affidavits causing deletion of all standard exceptions from the final title policy, and such other documents as may be reasonably required by the title company as a condition to insuring Xxxxx’x title to the Premises free of exceptions other than the Permitted Exceptions;
(e) A duly executed “non-foreign person” affidavit as required by the Internal Revenue Service with respect to the sale of real Premises;
(f) Duplicate originals of a settlement statement prepared by Xxxxx’x counsel and approved by County;
(g) An IRS Form W-9;
(h) Executed Lease Termination Agreement and Memorandum of Lease Termination, in a form reasonable agreeable to the parties; and
(i) such other closing documents as are customary in similar transactions and/or reasonably required by the title company.
