Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller and accepted by Purchaser as of the Closing Date (as hereafter defined) as follows: (a) Seller shall execute and deliver to Purchaser a blanket bill xx sale of tangible personal property and general assignment of intangible personal property in the form of Exhibit 1.3 (a) attached hereto and made a part hereof (the "Bill xx Sale"); (b) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Contracts in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment of Contracts"); (c) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Customer Leases in the form of Exhibit 1.3(c) attached hereto and made a part hereof (the "Assignment of Customer Leases"); (d) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Equipment Leases in the form of Exhibit 1.3(d) attached hereto and made a part hereof (the "Assignment of Equipment Leases"); (e) Seller and Purchaser shall execute and deliver two Master Leases Agreements in the form of Exhibit 1.3(e) attached hereto and made a part hereof ("Master Leases"); and (f) Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to Purchaser shall reasonably deem necessary or appropriate to transfer the Purchased Assets to Purchaser.
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Conveyance of Assets. The conveyanceAt the Closing, transfer Seller shall deliver or cause to be delivered to Purchaser for the purpose of transferring the Acquired Assets to Purchaser such documents, bills of sale, certificates of title, endorsements, assignments and delivery instruments necessary, advisable or desirable to vest in Purchaser good and marketable title to all of the Purchased Acquired Assets shall be made being transferred by Seller to Purchaser hereunder, including, without limitation, the following (such documents and accepted by Purchaser instruments hereinafter collectively referred to as of the Closing Date (as hereafter defined) as follows:“Transfer Documents”):
(a) A Special Warranty Deed fully executed by Seller shall execute and deliver in recordable form, conveying to Purchaser a blanket bill xx sale of tangible personal property good and general assignment of intangible personal property marketable fee simple title and full ownership to the Real Property described in Schedule 1.01(a), subject only to the form of Exhibit 1.3
Permitted Encumbrances (a) attached hereto and made a part hereof (the "Bill xx Sale"as defined in Section 4.16);
(b) Seller A General Xxxx of Sale and Assignment, in form satisfactory to Purchaser shall execute and deliver an Assignment fully executed by Seller, conveying to Purchaser good, valid and Assumption of Contracts in the form of Exhibit 1.3(b) attached hereto marketable title and made full ownership to all tangible assets which are a part hereof of the Acquired Assets and valid title to all intangible assets which are a part of the Acquired Assets, free and clear of all Liens (as hereinafter defined), other than the "Assignment of Contracts")Assumed Liabilities;
(c) Seller and Purchaser shall execute and deliver an Assignment and Assumption Certificates of Customer Leases in the form of Exhibit 1.3(c) attached hereto and made Title to all vehicles which constitute a part hereof (of the "Assignment Acquired Assets endorsed by Seller together with completed originals of Customer Leases")any forms required by the State of Texas to transfer the same free and clear of all Liens;
(d) Seller An Assignment of Leases and Contracts, fully executed by Seller, conveying to Purchaser shall execute and deliver an Assignment and Assumption of Equipment Leases Seller’s interest in the form of Exhibit 1.3(d) attached hereto Acquired Contracts, the Personal Property Leases and made a part hereof (the "Assignment of Equipment Real Property Leases");; and
(e) Seller An Owner’s Policy of Title Insurance covering the Real Property, as described in and Purchaser shall execute and deliver two Master Leases Agreements in the form of Exhibit 1.3(e) attached hereto and made a part hereof ("Master Leases"); andprovided by Section 7.02 hereof.
(f) If requested by Purchaser, written notice from Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date conveyance of the Real Property hereunder to each tenant of the Real Property under the Real Property Leases in substantially the form attached hereto as counsel Exhibit H.
(g) The Officer’s Certificate described in Section 8.02(b) hereof.
(h) Originals of the Real Property Leases.
(i) Possession of the Real Property free and clear of all parties in possession except tenants under the Real Property Leases, and (to Purchaser the extent in Seller’s possession) all keys, codes and other security devices for the Real Property. All Acquired Assets shall reasonably deem necessary be free and clear of any and all liens, prior assignments, security interests, charges, pledges, claims or appropriate encumbrances whatsoever (collectively, “Liens”), except Liens relating to transfer the Purchased Assets Assumed Liabilities and with respect to Purchaserthe Real Property, and except the Permitted Encumbrances (as defined in Secion 4.16 hereof).
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Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller and accepted by Purchaser as of the Closing Date (as hereafter defined) as follows:
(a) Seller shall execute and deliver to Purchaser a blanket bill xx sale of tangible personal property and general assignment of intangible personal property in the form of Exhibit 1.3
(a) attached hereto and made a part hereof (the "Bill xx Sale");
(b) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Contracts in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment of Contracts");
(c) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Master Lease in the form of Exhibit 1.3(c) attached hereto and made a part hereof (the "Assignment of Master Lease I") assigning the tenant's interest in that certain Master Lease Agreement ("Master Lease I") dated April, 1998 between Seller and Americold Real Estate, L.P.
(d) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Customer Leases in the form of Exhibit 1.3(c1.3(d) attached hereto and made a part hereof (the "Assignment of Customer Leases");
(de) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Equipment Leases in the form of Exhibit 1.3(d1.3(e) attached hereto and made a part hereof (the "Assignment of Equipment Leases");
(ef) Seller and Purchaser shall execute and deliver two Master Leases Agreements an Assignment and Assumption of Office Lease in the form of Exhibit 1.3(e1.3(f) attached hereto and made a part hereof (the "Assignment of Office Lease");
(g) Seller and Purchaser shall execute and deliver a second Master Lease Agreement in the form of Exhibit 1.3(g) attached hereto and made a part hereof ("Master LeasesLease II"); and
(fh) Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to Purchaser shall reasonably deem necessary or appropriate to transfer the Purchased Assets to Purchaser.
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Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller PRGUSA and accepted by Purchaser as of the Closing Date (as hereafter defined) as follows:
(a) Seller PRGUSA shall execute and deliver to Purchaser a blanket bill xx xxxx of sale of tangible personal property and general assignment of intangible personal property in the form of Exhibit 1.3
(a1.3(a) attached hereto and made a part hereof (the "Bill xx Xxxx of Sale");
(b) Seller PRGUSA and Purchaser shall execute and deliver an Assignment and Assumption of Contracts Agreement in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment of Contractsand Assumption Agreement") with respect to the Assumed Liabilities (as hereinafter defined);
(c) Seller and Purchaser PRGRS shall execute and deliver to Purchaser an Assignment and Assumption assignment to Purchaser of Customer Leases the Intellectual Property owned by it in the form of Exhibit 1.3(c) attached hereto and made a part hereof (the "Assignment of Customer LeasesIntellectual Property Assignment");
(d) Seller PRGUSA shall deliver to Purchaser evidence reasonably satisfactory to Purchaser that the liens against the Purchased Assets under the Credit Agreement dated as of December 31, 2001 among Parent and Purchaser shall execute certain of its affiliates, the lenders party thereto and deliver an Assignment and Assumption Bank of Equipment Leases in America, N.A., as administrative agent, have been or at the form of Exhibit 1.3(d) attached hereto and made a part hereof (the "Assignment of Equipment Leases")Closing will be released;
(e) Seller and Counsel to PRGUSA shall deliver to Purchaser shall execute and deliver two Master Leases Agreements an opinion of counsel to PRGUSA, dated the Closing Date, in the form of Exhibit 1.3(e) attached hereto and made a part hereof ("Master Leases"); andhereto;
(f) Seller PRGUSA shall deliver to Purchaser the notices to, and consents and approvals of third parties listed on Schedule 1.3(f), to the extent obtained prior to the Closing Date;
(g) PRGRUSA shall execute and deliver to Purchaser a certificate stating that PRGUSA is not a foreign person in accordance with Sections 897 and 1445 of the Code;
(h) PRGUSA and Purchaser shall execute and deliver a Transition Services Agreement in the form of Exhibit 1.3(h) attached hereto;
(i) PRGUSA and Purchaser shall execute and deliver the Subcontractor Agreements in the form of Exhibit 1.3(i) attached hereto;
(j) PRGUSA, Parent and Purchaser shall execute and deliver a Noncompetition and Nonsolicitation Agreement in the form of Exhibit 1.3(j) attached hereto;
(k) PRGUSA shall deliver to Purchaser a certificate of good standing issued by the Secretary of State of the State of Georgia dated not more than five days before the Closing Date, certifying that PRGUSA is a corporation in good standing in such state;
(l) PRGUSA shall deliver to Purchaser a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser, of the Secretary or an Assistant Secretary of Purchaser certifying (i) that attached thereto is a complete and correct copy of the articles of incorporation of PRGUSA, as amended to date, (ii) that attached thereto is a complete and correct copy of the Bylaws of PRGUSA, as amended to date, (iii) that attached thereto is a complete and correct copy of resolutions adopted by the board of directors of PRGUSA, authorizing the execution, delivery and performance of this Agreement and all other agreements executed in connection herewith by PRGUSA and the transfer of the Purchased Assets to Purchaser hereunder, and that such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the date thereof, and (iv) that the persons named therein are duly elected, qualified and acting officers of PRGUSA and that set forth therein is a genuine signature or true facsimile thereof for each such officer;
(m) PRGUSA shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to shall, in the reasonable opinion of Purchaser shall reasonably deem and its counsel, be necessary or appropriate to transfer vest in Purchaser good, valid and marketable title to the Purchased Assets in accordance with Section 1.1;
(n) [Intentionally omitted];
(o) Purchaser shall deliver to PRGUSA a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to PRGUSA, of the secretary or an assistant secretary of Purchaser certifying that (i) attached thereto is a complete and correct copy of the Certificate of Incorporation of Purchaser, as amended to date, (ii) attached thereto is a complete and correct copy of the Bylaws of Purchaser, as amended to date, (ii) attached thereto is a complete and correct copy of resolutions adopted by the Board of Directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and all other agreements executed in connection herewith by Purchaser and the purchase of the Purchased Assets by Purchaser hereunder, and that such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the date thereof, and (iv) that the persons named therein are duly elected, qualified and acting officers of Purchaser and that set forth therein is a genuine signature or true facsimile thereof for each such officer;
(p) Purchaser shall wire transfer the cash payment to or for the account of PRGUSA in accordance with instructions delivered to Purchaser prior to Closing; and
(q) Purchaser shall execute and deliver such additional documents as of the Closing Date as shall, in the reasonable opinion of Seller and its counsel, be necessary or appropriate to consummate the transactions contemplated by this Agreement. In addition, at the Closing PRGUSA will notify Bank of America that the bank account at Bank of America named "PRG-Xxxxxxx TSL Lockbox" shall come under the control of Purchaser from and after the Closing Date; provided that all deposits in such account at the close of business on the Closing Date shall be retained by PRGUSA. After the Closing, Purchaser may change signatures on such account to those persons selected by Purchaser.
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Samples: Asset Purchase Agreement (PRG Schultz International Inc)
Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller and accepted by Purchaser as of the Closing Date (as hereafter defined) as follows:
(a) Seller shall execute and deliver to Purchaser a blanket bill xx sale of tangible personal property and general assignment of intangible personal property in the form of Exhibit 1.3
(a) attached hereto and made a part hereof (the "Bill xx Sale");
(b) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Contracts in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment of Contracts");
(c) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Customer Leases in the form of Exhibit 1.3(c) attached hereto and made a part hereof (the "Assignment of Customer Leases");
(d) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Equipment Leases in the form of Exhibit 1.3(d) attached hereto and made a part hereof (the "Assignment of Equipment Leases");
(e) Seller and Purchaser shall execute and deliver two a Master Leases Agreements Lease Agreement in the form of Exhibit 1.3(e) attached hereto and made a part hereof ("Master LeasesLease"); and
(f) Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to Purchaser shall reasonably deem necessary or appropriate to transfer the Purchased Assets to Purchaser.
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Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller and accepted by Purchaser as of the Closing Date (as hereafter defined) as follows:
(a) Seller shall execute and deliver to Purchaser a blanket bill xx sale of tangible personal property and general assignment of intangible personal property in the form of Exhibit 1.3
(a) attached hereto and made a part hereof (the "Bill xx Sale");
(b) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Contracts in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment of Contracts");
(c) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Master Lease in the form of Exhibit 1.3(c) attached hereto and made a part hereof (the "Assignment of Master Lease I") assigning the tenant's interest in that certain Master Lease Agreement ("Master Lease I") dated April, 1998 between Seller and URS Real Estate, L.P.
(d) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Customer Leases in the form of Exhibit 1.3(c1.3(d) attached hereto and made a part hereof (the "Assignment of Customer Leases");
(de) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Equipment Leases in the form of Exhibit 1.3(d1.3(e) attached hereto and made a part hereof (the "Assignment of Equipment Leases");
(ef) Seller and Purchaser shall execute and deliver two Master Leases Agreements an Assignment and Assumption of Office Lease in the form of Exhibit 1.3(e1.3(f) attached hereto and made a part hereof (the "Assignment of Office Lease");
(g) Seller and Purchaser shall execute and deliver a second Master Lease Agreement in the form of Exhibit 1.3(g) attached hereto and made a part hereof ("Master LeasesLease II"); and
(fh) Seller and Purchaser shall execute and deliver an Assignment of Membership Interest of AmeriCold Logistics, LLC in the form of Exhibit 1.3(h) attached hereto and made a part hereof ("Assignment of AmeriCold Logistics, LLC"); and
(i) Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to Purchaser shall reasonably deem necessary or appropriate to transfer the Purchased Assets to Purchaser. Purchaser may direct Seller to convey any or all of the Purchased Assets directly to Purchaser's wholly owned subsidiary, AmeriCold Logistics II, LLC, a Delaware limited liability company ("AmeriCold Logistics II"), in which event all of the rights and obligations of Purchaser under this Agreement with respect to any of the Purchased Assets so conveyed shall be hereby assigned to and assumed by AmeriCold Logistics II.
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