Closing Obligations of Seller. At the Closing, Seller shall deliver to Purchaser:
(a) instruments of conveyance and transfer described in Section 2.6 executed by Seller;
(b) the License Agreement executed by Seller;
(c) the Non-Competition and Non-Solicitation Agreement executed by Seller;
(d) the Lease executed by Seller together with an executed consent of Veteran Properties, L.L.C. thereto;
(e) the Transition Services Agreement executed by Seller;
(f) a legal opinion of Seller’s counsel in a form reasonably acceptable to Purchaser;
(g) evidence satisfactory to Purchaser that Arvest Bank's Lien on the Assets will be released contemporaneously with Closing and that Purchaser has permission from Arvest Bank to file a UCC-3 amendment filing with the Tulsa County Clerk terminating Arvest Bank's Lien on the Assets;
(h) a certificated dated as of the Closing Date, executed by the Seller’s corporate secretary in form and substance satisfactory to the Purchaser, certifying in each case as to the organizational documents of the Seller and the approval of the board of directors of the Seller approving the transactions contemplated by this Agreement and the documents to be entered into in connection with this Agreement;
(i) a certificate, dated as of the Closing Date, executed by an authorized officer of the Seller in form and substance satisfactory to the Seller certifying in each case as to the fulfillment of its obligations under this Agreement and that the Representations and Warranties contained in this Agreement are true as of the Closing Date;
(j) the Employment Agreements executed by the individuals set forth on Schedule 3.1 (i); and
(k) such other certificates and documents as may be called for under this Agreement or as Purchaser may reasonably request.
Closing Obligations of Seller. At the Closing, Seller shall deliver to Buyer stock certificates for the Stock duly endorsed for transfer to Buyer or accompanied by stock powers duly executed in blank and all other documents, instruments and writings required to be delivered by Seller at the Closing pursuant to the terms of this Agreement including, without limitation, those items referred to in Section 7.2(a), (b), (e) and (i).
Closing Obligations of Seller. At the Closing, Seller shall:
(a) Deliver to Buyer title to and possession of the Assets;
(b) Execute and deliver to Buyer, as appropriate, one or more bills of sale, instruments of assignment, certificates of title, registrations, licenses and other documents as may be reasonably necessary or appropriate (a) to vest in Buyer title to all of the Assets, free and clear of any and all Liens, and (b) to carry out the transactions contemplated by this Agreement;
(c) Deliver to Buyer evidence, satisfactory to Buyer in its sole discretion, of releases of any and all Liens relating to the Purchased Assets; and
(d) Deliver to Buyer such other certificates and documents as may be called for under this Agreement or as Buyer shall reasonably request.
Closing Obligations of Seller. Seller represents and warrants to Buyer that it has fulfilled or satisfied each of the following conditions, on or prior to the Closing (unless waived by Buyer in a certificate signed on by a duly authorized officer of Buyer):
Closing Obligations of Seller. At or before the Closing, Seller shall deliver to Apollo Production the following:
(a) The Stock, free and clear of all Liens. The certificates representing the Stock shall bear the restrictive legend customarily placed on securities that have not been registered under applicable federal and state securities laws, and shall be accompanied by stock powers as are required by this Agreement, and any other documents that are necessary to transfer to Apollo Production good title to all of the Stock, all of which shall be in form acceptable to counsel for Apollo Production.
(b) Certified resolutions of the boards of directors of Neptune, Golden Spread, and Mountain States, authorizing or ratifying the execution, delivery and performance of this Agreement and all related documents and instruments.
(c) A Certificate from the New Mexico Secretary of State confirming that Mountain States is a corporation in good standing in the State of New Mexico.
(d) Releases of any Liens against any of the Stock or the assets of Mountain States, other than any Liens expressly permitted under this Agreement.
(e) Copies of letters from Mountain States to all material vendors and suppliers advising them of the sale, which letters will be mailed by Seller promptly following the Closing to all of their vendors and suppliers.
(f) The certificates, instruments, and other documents provided for in Section 5.1 hereof.
(g) Such other documents as Apollo’s counsel may reasonably request to consummate the transactions contemplated hereby.
Closing Obligations of Seller. At the Closing, Seller shall convey the Property to Buyer by means of warranty deed and xxxx of sale, subject only to those matters of record to which Buyer has not objected to pursuant to Section 3. Seller shall execute and deliver, or cause to be executed and delivered, to Buyer on or prior to the Closing Date: (i) a warranty deed for the Land and Facilities; (ii) a xxxx of sale for the Equipment; (iii) a non-foreign person affidavit; (iv) the Title Company's standard owner's affidavit as to liens and possession; (v) a settlement statement; (vi) the Title Policy; (vii) each of the Leases, and (viii) such other documents as may reasonably be requested by Buyer. All documents to be delivered under this Section 8 shall be in a form reasonably acceptable to Buyer.
Closing Obligations of Seller. At or before the Closing, Seller shall deliver to Buyer the following:
(a) The Stock.
(b) Certified resolutions of the board of directors of the Seller authorizing or ratifying the execution, delivery and performance of this Agreement and all related instruments.
(c) Certificates of clearance from the taxing authority of Dallas County, and the City of Grand Prairie, as applicable, dated within a reasonable period prior to the Closing Date addressed to Wing Sail, verifying the timely filing of and required transaction privilege, sales, and/or use tax, income tax and unemployment and withholding tax returns by Wing Sail, and payment by Wing Sail of all amounts due.
(d) A Certificate from the Texas Secretary of State confirming that Wing Sail is a corporation in good standing dated within five (5) Business Days prior to the Closing Date. For purposes of this Agreement, “Business Days” shall mean any day during which the Citibank, NA office at 53rd and Park Avenue, New York, New York is open for business.
(e) The Assignment of Leases and Contracts as reflected on Schedule 5.1(j) hereto, executed by Seller, along with the applicable vendor and lessor consents to such assignments.
(f) Releases of any liens or encumbrances against any of the Stock, or the assets of Wing Sail, other than any expressly permitted by this Agreement.
(g) Copies of letters from Seller to all vendors and suppliers advising them of the sale, which letters will be mailed by Seller promptly following the Closing to all of their vendors and suppliers.
(h) Such other documents as Buyer’s counsel may reasonably request to evidence of compliance with the terms hereof.
Closing Obligations of Seller. At the Closing, Seller shall deliver to Purchaser:
(a) instruments of conveyance and transfer described in Section 2.5 executed by Seller;
(b) a legal opinion of Seller’s counsel in a form reasonably acceptable to Purchaser;
(c) a certificate dated as of the Closing Date, executed by the Seller’s corporate secretary in form and substance of Exhibit II, certifying in each case as to the organizational documents of the Seller and the approval of the board of directors of the Seller approving the transactions contemplated by this Agreement and the documents to be entered into in connection with this Agreement;
(d) a certificate, dated as of the Closing Date, executed by an authorized officer of the Seller in form and substance of Exhibit III certifying in each case as to the fulfillment of its obligations under this Agreement and that the Representations and Warranties contained in this Agreement are true as of the Closing Date;
(e) such other certificates and documents as may be called for under this Agreement or as Purchaser or Subsidiary may reasonably request.
Closing Obligations of Seller. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing (or such other date set forth below), Seller shall deliver to Buyer or cause to be delivered to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof:
Closing Obligations of Seller. At the Closing, Seller shall deliver to Buyer:
(a) Executed bills of sale, endorsements, assignments and such other instruments of transfer as are sufficient, in the judgment of Buyer and its counsel, to vest in Buyer ownership of the Purchased Assets (as contemplated by this Agreement), free and clear of any and all claims, liens, security interests, encumbrances, charges, obligations and other restrictions, other than Permitted Encumbrances;
(b) All records and other documents to be acquired by Buyer pursuant to this Agreement;
(c) The Seller's certificate described in Section 6.3 of this Agreement;
(d) The opinion of Schoenberg, Fisher, Newman & Rosenberg, counsel to Seller, as describxx xx Secxxxx 0.0 of this Agreement;
(e) A certified copy of resolutions of Seller's Board of Directors authorizing the consummation of the transactions contemplated by this Agreement; and
(f) Physical possession of the tangible Purchased Assets (except finished inventory) at the locations and as set forth on Schedule 2.8. Physical possession of finished inventory shall be transferred from Seller to Buyer at a location in the United States agreed to by the parties. In addition to the documents and other items specifically described above, Seller shall execute and deliver other instruments at the Closing as described in Articles 6 and 7 of this Agreement.
