Deliveries and Actions at Closing. In addition to any other action to be taken and to any other instrument to be executed and/or delivered pursuant to this Agreement, at the Closing: (a) HD Varese will: (i) deliver, and/or cause to be delivered, to the Buyer the certificates representing the MV Agusta Shares, duly endorsed in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV Agusta Shares and to properly register the Buyer in the shareholders’ ledger of MV Agusta; (ii) cause all of the directors of MV Agusta other than Xx. Xxxxxxxxxxx, the Chairman of the board of Cagiva Motor Suisse, SA, and the Chairman of the board of CRC S.A. to resign from office as of the Closing Date, at no cost for the Buyer and/or MV Agusta or the relevant Subsidiary; (iii) use its best efforts to cause the (effective and alternate) members of the board of statutory auditors of MV Agusta to resign from office as of the Closing Date; (b) HD Motor will: (i) deliver, and/or cause to be delivered, to the Buyer appropriate documentation in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV USA Interest and to properly register the Buyer in the shareholders’ ledger of MV USA; (ii) cause all of the directors of MV USA to resign from office as of the Closing Date at no cost for the Buyer and/or MV USA; (c) HD will: (i) execute and deliver to the Buyer the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i); (ii) deliver the additional documents as to the Receivable copy of which is attached as Schedule 4.2(c)(ii), these being the only documents in possession of HD as to the Receivable, also for the purposes of Article 1262 of the Code; (d) the Buyer will: (i) pay, and/or cause to be paid, to HD Varese the MV Agusta Price; (ii) pay, and/or cause to be paid, to HD Motor the MV USA Price; (iii) pay, and/or cause to be paid, to HD the Receivable Price; (iv) execute and deliver to HD the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i); (v) deliver to the directors who will have resigned in accordance with Paragraphs 4.2(a)(ii) and 4.2(b)(ii) and (if appropriate) the statutory auditors who will have resigned in accordance with Paragraph 4.2(a)(iii), a keep harmless letter in the form of the letter attached as Schedule 4.2(d)(v);
Appears in 1 contract
Samples: Sale and Purchase Agreement
Deliveries and Actions at Closing. In addition (a) At the Closing, Seller will execute (where applicable) and deliver, or will cause its Subsidiaries to any other action deliver, in each case, to Purchaser, unless the delivery of such item is waived by Purchaser, except for the items set forth in clauses (iv) and (v) below, which shall be taken and delivered by Seller to any other instrument Purchaser no later than six (6) Business Days prior to be executed and/or delivered pursuant to this Agreement, at the Closing:
(a) HD Varese will:
(i) deliver, and/or cause duly executed counterparts to be delivered, each Transaction Document to the Buyer the certificates representing the MV Agusta Shares, duly endorsed in which Seller or any of its Subsidiaries is a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV Agusta Shares and to properly register the Buyer in the shareholders’ ledger of MV Agustaparty;
(ii) cause stock, investment or other certificates representing all of the directors of MV Agusta other than Xx. Xxxxxxxxxxx, the Chairman of the board of Cagiva Motor Suisse, SA, and the Chairman of the board of CRC S.A. to resign from office as of the Closing Date, at no cost for the Buyer and/or MV Agusta or the relevant SubsidiaryAcquired Shares;
(iii) use its best efforts all documentation necessary to cause the (effective and alternate) members obtain releases of the board of statutory auditors of MV Agusta to resign from office as of the Closing Date;
(b) HD Motor will:
(i) deliver, and/or cause to be delivered, to the Buyer appropriate documentation in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV USA Interest and to properly register the Buyer in the shareholders’ ledger of MV USA;
(ii) cause all of the directors of MV USA to resign from office as of the Closing Date at no cost for the Buyer and/or MV USA;
(c) HD will:
(i) execute and deliver to the Buyer the credit assignment agreement relating to the Receivable in the form of the document attached as Encumbrances set forth on Schedule 4.2(c)(i);
(ii) deliver the additional documents as to the Receivable copy of which is attached as Schedule 4.2(c)(ii1.4(a), these being the only documents including appropriate Uniform Commercial Code or equivalent termination statements, in possession of HD as each case in form and substance reasonably satisfactory to the Receivable, also for the purposes of Article 1262 of the Code;
(d) the Buyer will:
(i) pay, and/or cause to be paid, to HD Varese the MV Agusta Price;
(ii) pay, and/or cause to be paid, to HD Motor the MV USA Price;
(iii) pay, and/or cause to be paid, to HD the Receivable PricePurchaser;
(iv) execute good standing certificates for Seller from the state of its incorporation and deliver to HD for each Acquired Company from the credit assignment agreement relating jurisdiction of organization for each such Acquired Company (to the Receivable in the form of the document attached as Schedule 4.2(c)(iextent such concept is recognized under applicable Law);
(v) deliver to a certificate of the directors who will have resigned in accordance with Paragraphs 4.2(a)(iiSecretary of Seller attaching and certifying (x) and 4.2(b)(ii) the Organizational Documents of each of the Acquired Companies and (if appropriatey) the statutory auditors who will have resigned in accordance with Paragraph 4.2(a)(iii)authorizing resolutions of Seller and, if applicable, each of the Acquired Companies;
(vi) a keep harmless letter certificate in the form of Exhibit B certifying that Seller is not a “foreign person” for purpose of Section 1445 of the letter attached Code and that no withholding under Section 1445 of the Code is required with respect to the Transactions;
(vii) resignations or documents evidencing termination or other dismissal, effective as Schedule 4.2(d)(vof the Closing, with respect to each director, officer and other employee of each Acquired Company to the extent such resignations are requested from Purchaser to Seller, in accordance with Section 5.11;
(viii) all Books and Records, in each case that are in Seller’s or any of its Subsidiaries’ possession to Purchaser or the Acquired Companies to the extent not already in the possession of any of the Acquired Companies; and
(ix) a certificate executed by a duly authorized officer of Seller, dated as of the Closing, certifying that each of the conditions set forth in Section 2.1(a), (b) and (f) have been satisfied.
(b) At the Closing, Purchaser will execute (where applicable) and deliver, or will cause its Subsidiaries to deliver, in each case, to Seller, unless the delivery of such item is waived by Seller:
(i) payment by Purchaser (or one or more Purchaser Designees) of the Estimated Purchase Price, by one (1) or more wire transfers of immediately available funds to the Seller Account;
(ii) duly executed counterparts to each Transaction Document to which Purchaser is a party; and
(iii) a certificate executed by a duly authorized signatory of Purchaser, dated as of the Closing, certifying that each of the conditions set forth in Section 2.2(a) have been satisfied.
(c) On the Closing Date, (i) Seller will deliver to the Notary a confirmation of receipt of the payment by Purchaser (or one or more Purchaser Designees) of the Estimated Purchase Price with respect to the NN International Interests and (ii) after completion of the deliveries contemplated by Section 1.3(d), Section 1.4(a), Section 1.4(b) and Section 1.4(c)(i), Seller, Purchaser, NN International and the Notary will execute the Deed of Transfer. Seller will cause NN International to execute the Deed of Transfer.
Appears in 1 contract
Samples: Purchase Agreement (Nn Inc)
Deliveries and Actions at Closing. In addition to any other action to be taken and to any other instrument to be executed and/or delivered pursuant to this Agreement, at the Closing:
(a) HD Varese will:
(i) deliver, and/or cause to be delivered, to the Buyer the certificates representing the MV Agusta Shares, duly endorsed in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV Agusta Shares and to properly register the Buyer in the shareholders’ ledger of MV Agusta;
(ii) cause all of the directors of MV Agusta other than Xx. Xxxxxxxxxxx, the Chairman of the board of Cagiva Motor Suisse, SA, and the Chairman of the board of CRC S.A. to resign from office as of the Closing Date, at no cost for the Buyer and/or MV Agusta or the relevant Subsidiary;
(iii) use its best efforts to cause the (effective and alternate) members of the board of statutory auditors of MV Agusta to resign from office as of the Closing Date;
(b) HD Motor will:
(i) deliver, and/or cause to be delivered, to the Buyer appropriate documentation in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV USA Interest and to properly register the Buyer in the shareholders’ ledger of MV USA;
(ii) cause all of the directors of MV USA to resign from office as of the Closing Date at no cost for the Buyer and/or MV USA;
(c) HD will:
(i) execute and deliver to the Buyer the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i);
(ii) deliver the additional documents as to the Receivable copy of which is attached as Schedule 4.2(c)(ii), these being the only documents in possession of HD as to the Receivable, also for the purposes of Article 1262 of the Code;
(d) the Buyer will:
(i) pay, and/or cause to be paid, to HD Varese the MV Agusta Price;
(ii) pay, and/or cause to be paid, to HD Motor the MV USA Price;
(iii) pay, and/or cause to be paid, to HD the Receivable Price;
(iv) execute and deliver to HD the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i);
(v) deliver to the directors who will have resigned in accordance with Paragraphs 4.2(a)(ii) and 4.2(b)(ii) and (if appropriate) the statutory auditors who will have resigned in accordance with Paragraph 4.2(a)(iii), a keep harmless letter in the form of the letter attached as Schedule 4.2(d)(v);
(vi) cause Xx. Xxxxxxxx Xxxxxxxxxxx to deliver to the HD Parties a waiver letter (for the avoidance of doubt only) in the form of the letter attached as Schedule 4.2(d)(vi);
(e) the Parties:
(i) each to the extent falling in its respective cognizance, cause a shareholders’ meeting of MV Agusta to be validly held on the Closing Date - either upon previous call or in any other manner provided for by applicable laws (e.g. assemblea totalitaria) - for the purpose of:
(1) approving all the actions taken since their appointment by the directors who will have resigned in accordance with Paragraphs 4.2(a)(ii) and 4.2(b)(ii) and (if appropriate) the statutory auditors who will have resigned in accordance with Paragraph 4.2(a)(iii), fully releasing them from any liability towards the relevant Group Company; and
(2) electing new directors and (if appropriate) new statutory auditors in substitution of the directors and statutory auditors ceased from office, in accordance with the Buyer’s written instructions timely notified to the HD Representative;
(ii) execute and deliver any and all other instruments as may be necessary, under applicable laws and regulations, or appropriate to properly effect the purposes of this Agreement and to perform the obligations provided in this Agreement.
Appears in 1 contract
Deliveries and Actions at Closing. In addition At Closing, all of the actions indicated in Clauses 5.3.1 below shall take place simultaneously as a single act, which shall be deemed to any other action to be taken have been carried out at Closing. For the avoidance of doubt, the Closing shall not take place until and to any other instrument to be executed and/or delivered pursuant to this Agreementunless all of the following actions have been carried out, at or waived by the Closingapplicable Party:
(a) HD Varese will5.3.1. The Parties agree that the following shall occur no later than on the Closing Date:
(i) deliver, and/or cause to be delivered, the BVI Affiliate shall issue and deliver the Upfront Warrants to the Buyer the certificates representing the MV Agusta Shares, duly endorsed Sellers in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV Agusta Shares and to properly register the Buyer in the shareholders’ ledger of MV Agustaaccordance Clause 3.2;
(ii) the Sellers shall cause all the directors, officers and statutory auditors, as applicable, of the directors of MV Agusta other than Xx. Xxxxxxxxxxx, the Chairman of the board of Cagiva Motor Suisse, SA, and the Chairman of the board of CRC S.A. Company to resign from office submit their resignations effective as of the Closing Date, at declaring that no cost liabilities or amounts are otherwise owed to them by the Company as of the Closing and for any reason whatsoever, by delivering a resignation letter in a form acceptable to the Buyer and/or MV Agusta or the relevant Subsidiary;Buyer; and
(iii) use its best efforts the Company or Seller Representative shall promptly after the Closing deliver to the Buyer an updated Register of Members of the Company evidencing the purchase of the Shares by the Buyer in accordance with the terms hereof;
(iv) each Seller shall cause the Company to deliver to the Buyer originals or copies of all Books and Records of the Company and agreements in such Seller’s possession;
(effective v) the Company shall deliver to the Buyer the USB;
(vi) with respect to the Mexican Subsidiaries, the Company shall deliver: • evidence that all other shareholders of the Mexican Subsidiaries, except for the Company and alternateany other Mexican Subsidiaries, have sold to the Buyer, or any other Person designated by the Buyer, all the shares owned by such other shareholders in the share capital of the Mexican Subsidiaries (the “Nominative Transfers”); • pursuant to the execution of the Nominative Transfers, tender and endorse in property all the share certificates that represent the totality of the shares owned by all other shareholders of the Mexican Subsidiaries, except for the Company and any other Mexican Subsidiaries, by a duly authorized attorney in fact or by their own right, as applicable, in favor of the Buyer, or any other Person designated by the Buyer; • pursuant to the execution of the Nominative Transfers, a copy of the entry in the share registry book of each of the applicable Mexican Subsidiaries that evidences the Buyer, or any other Person designated by the Buyer, as the new shareholder of the Mexican Subsidiaries; • originals or copies of all Books and Records of the Mexican Subsidiaries and agreements in the Sellers’ possession; and • originals of the following resolutions undertaken, unanimously, by the shareholders of each of the Mexican Subsidiaries (the “Shareholders’ Closing Date Resolutions”) to: (A) approve the transfer of the shares related to the Nominative Transfers in favor of the Buyer, or any other Person designated by the Buyer; (B) waive the shareholders’ pre-emptive rights, if any, or any other right to acquire the shares related to the Nominative Transfers that the shareholders of the Mexican Subsidiaries may have pursuant to the Mexican Subsidiaries by-laws, applicable Law or any other documents; (C) accept the resignations of the board of directors and statutory auditors, if any, and the appointment of a new board of directors or a sole administrator, as per the written instructions of the Buyers prior to the Closing Date]; and (D) release the Mexican Subsidiaries’ directors, officers and statutory auditors appointed prior to the Closing Date Resolutions, from all liabilities to the fullest extent permissible by applicable Law, except for any liabilities arising from willful misconduct, gross negligence, or bad faith. • original resolution undertaken, unanimously, by the members of the board of statutory auditors directors of MV Agusta Urbvan Commute Operations, S.A.P.I. de C.V. and ID Vans, S.A.P.I. de C.V. (the “Board of Directors’ Closing Date Resolutions”) in order to resign from office as approve the transfer of the Closing Dateshares related to the Nominative Transfers in favor of the Buyer, or any other Person designated by the Buyer;
(bvii) HD Motor will:
(i) deliver, and/or cause to be delivered, to the Buyer appropriate documentation in a manner legally sufficient, under applicable law, to transfer to the Buyer good and marketable title to the MV USA Interest and to properly register the Buyer in the shareholders’ ledger of MV USA[Reserved];
(iiviii) the Company shall deliver, or the Buyer shall cause all the Company to deliver, by wire transfer of immediately available funds the Expense Fund Amount to the bank account of the directors of MV USA to resign from office Seller Representative indicated on Schedule 5.3.1(viii), which shall be treated as of the Closing Date at no cost for the Buyer and/or MV USALeakage;
(cix) HD will:the Company shall deliver, or the Buyer shall cause the Company to deliver, by wire transfer of immediately available funds to the applicable Company payee indicated on Schedule 5.3.1(ix), the Transaction Expenses amount corresponding to such payee’s name on such Schedule, which shall be treated as Leakage;
(ix) the Buyer and BVI Affiliate shall each deliver to the Sellers copies of the resolutions or written consents approved and adopted by their respective Boards of Directors approving this Agreement and the transactions contemplated hereunder; and
(xi) the Sellers shall each execute and deliver to the Buyer the credit assignment agreement relating to the Receivable BVI Affiliate an accredited investor certificate in the form of the document attached hereto as Schedule 4.2(c)(i);
(ii) deliver the additional documents as to the Receivable copy of which is attached as Schedule 4.2(c)(ii), these being the only documents in possession of HD as to the Receivable, also for the purposes of Article 1262 of the Code;
(d) the Buyer will:
(i) pay, and/or cause to be paid, to HD Varese the MV Agusta Price;
(ii) pay, and/or cause to be paid, to HD Motor the MV USA Price;
(iii) pay, and/or cause to be paid, to HD the Receivable Price;
(iv) execute and deliver to HD the credit assignment agreement relating to the Receivable in the form of the document attached as Schedule 4.2(c)(i);
(v) deliver to the directors who will have resigned in accordance with Paragraphs 4.2(a)(ii) and 4.2(b)(ii) and (if appropriate) the statutory auditors who will have resigned in accordance with Paragraph 4.2(a)(iii), a keep harmless letter in the form of the letter attached as Schedule 4.2(d)(v);6C.
Appears in 1 contract
