Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing: (a) Deliveries to AlliedSignal and Buyer. Parent and Sellers shall deliver to AlliedSignal and Buyer: (i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Buyer, to evidence the transfer to Buyer of the Purchased Assets (other than the Owned Real Property) in accordance herewith, duly executed by Sellers; (ii) any consents to transfer of all transferable or assignable Contracts and Permits obtained by Parent and the Sellers as of Closing and all consents referred to in Section 5.1(d); (iii) title certificates to any motor vehicles included in the Purchased Assets, duly executed by each Seller with any interest therein (together with any other transfer forms necessary to transfer title to such vehicles); (iv) one or more deeds of conveyance to Buyer of the Owned Real Property, in forms reasonably satisfactory to Buyer, sufficient to transfer to Buyer good and marketable, and insurable, fee simple title to the Owned Real Property included in the Purchased Assets in accordance herewith, duly executed and acknowledged by each Seller with any interest therein and in recordable form; (v) one or more title insurance policies, in form, substance and amount, and issued by title insurance Sellers reasonably acceptable to Buyer, and containing such endorsements and affirmative coverage as Buyer shall reasonably request, insuring Buyer's fee simple title to the Owned Real Property subject only to the Permitted Liens, the cost of which shall be paid 50% by Parent and Sellers and 50% by AlliedSignal and Buyer; (vi) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens in the Purchased Assets; (vii) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Owned Real Property, in form reasonably satisfactory to Buyer, duly executed by each Seller transferring Owned Real Property (the "FIRPTA Affidavit"); (viii) the certificates and other documents required to be delivered by Parent and Sellers pursuant to Section 5.1 and certified resolutions evidencing the authority of Parent and Sellers as set forth in Section 2.3; (ix) all such other documents and instruments of conveyance as shall, in the reasonable opinion of Buyer, be necessary to transfer to Buyer the Purchased Assets in accordance herewith and, where necessary or desirable, in recordable form. (b) Deliveries to Parent and Sellers. AlliedSignal and Buyer will deliver to Parent and Sellers, as applicable: (i) the Closing Date Shares, issued and delivered to Sellers in the proportions set forth in Annex 1.4 hereto; (ii) an assumption agreement, in form reasonably satisfactory to Parent, to evidence the assumption by Buyer of the Assumed Liabilities in accordance with Section 1.3, duly executed by Buyer; (iii) the certificates and other documents required to be delivered by AlliedSignal and Buyer pursuant to Section 5.2 and certified resolutions evidencing the authority of AlliedSignal and Buyer as set forth in Section 3.2; and (iv) all such other documents and instruments of assumption as shall, in the reasonable opinion of Parent, be necessary for Buyer to assume the Assumed Liabilities in accordance herewith.
Appears in 1 contract
Deliveries and Proceedings at the Closing. Subject to the ----------------------------------------- terms and conditions of this Agreement, at the Closing: :
(a) Deliveries to AlliedSignal and Buyer. Parent and Sellers shall ------------------------------------ deliver to AlliedSignal and Buyer: :
(i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Buyer, to evidence the transfer to Buyer of the Purchased Assets (other than the Owned Real Property) in accordance herewith, duly executed by Sellers; ;
(ii) certificates (or other appropriate evidence of transfer) representing all of the Subsidiary Shares accompanied, except with respect to the certificates representing shares of Banner Aircraft International, GmbH and Harco Northern Ireland, Ltd., by stock powers duly executed in blank with all necessary stock transfer and other documentary stamps attached;
(iii) any consents to transfer of all transferable or assignable Contracts and Permits obtained by Parent and the Sellers Companies as of Closing and all consents referred to in Section 5.1(d); ;
(iiiiv) title certificates to any motor vehicles included in the Purchased Assets, duly executed by each Seller with any interest therein (together with any other transfer forms necessary to transfer title to such vehicles); ;
(ivv) one or more deeds of conveyance to Buyer of the Owned Real Property, in forms customarily delivered for similar Real Property conveyances and reasonably satisfactory to Buyer, sufficient to transfer to Buyer good and marketable, and insurable, fee simple title to the Owned Real Property included in the Purchased Assets in accordance herewith, duly executed and acknowledged by each Seller with any interest therein and in recordable form; ;
(vvi) one or more title insurance policies, in form, substance and amount, and issued by title insurance Sellers companies reasonably acceptable to Buyer, and containing such endorsements and affirmative coverage as Buyer shall reasonably requestrequest (including, with respect to Owned Real Property that is a Purchased Asset, nonimputation endorsements), insuring Buyer's fee simple title to the Owned Real Property subject only to the Permitted Liens, the cost of which shall be paid 50% by Parent and Sellers and 50% by AlliedSignal and Buyer; ;
(vivii) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens in the Purchased Assets; ;
(viiviii) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Owned Real Property, in form reasonably satisfactory to Buyer, duly executed by each Seller transferring Owned Real Property (the "FIRPTA Affidavit"); ----------------
(viiiix) the certificates and other documents required to be delivered by Parent and Sellers pursuant to Section 5.1 hereof and certified resolutions evidencing the authority of Parent and Sellers as set forth in Section 2.32.3 hereof;
(x) the Release contemplated by Section 4.9;
(xi) an opinion of Potter Xxxxxxxx & Xxxxxxx, Delaware counsel, substantially in the form of Exhibit 1.9(a)(xi), to the effect ------------------ that no approval of the holders of Parent Common Stock is required in connection with the execution, delivery and performance of this Agreement by Parent and Sellers;
(xii) the Escrow Agreement, duly executed by Parent;
(xiii) the letters of Xxxxxxx Xxxxxxx and Xxxxxxxxx, dated as of the Closing Date, substantially in the form of Exhibit 1.9(a)(xiii)(A-C) ------------------------- (the "Side Letters"); and ------------
(ixxiv) all such other documents and instruments of conveyance as shall, in the reasonable opinion of BuyerBuyer or its title insurance company (including affidavits and indemnities in connection with nonimputation endorsements), be necessary to in connection with the transfer to Buyer of the Purchased Assets in accordance herewith and, where necessary or desirable, in recordable form. (b) Deliveries to Parent and Sellers. AlliedSignal and Buyer will deliver to Parent and Sellers, as applicable: (i) the Closing Date Shares, issued and delivered to Sellers in the proportions set forth in Annex 1.4 hereto; (ii) an assumption agreement, in form reasonably satisfactory to Parent, to evidence the assumption by Buyer of the Assumed Liabilities in accordance with Section 1.3, duly executed by Buyer; (iii) the certificates and other documents required to be delivered by AlliedSignal and Buyer pursuant to Section 5.2 and certified resolutions evidencing the authority of AlliedSignal and Buyer as set forth in Section 3.2; and (iv) all such other documents and instruments of assumption as shall, in the reasonable opinion of Parent, be necessary for Buyer to assume the Assumed Liabilities in accordance herewith.
Appears in 1 contract
Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing: :
(a) Deliveries to AlliedSignal and Buyer. Parent and Sellers shall deliver to AlliedSignal and Buyer: :
(i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Buyer, to evidence the transfer to Buyer of the Purchased Assets (other than the Owned Real Property) in accordance herewith, duly executed by Sellers; ;
(ii) certificates (or other appropriate evidence of transfer) representing all of the Subsidiary Shares accompanied, except with respect to the certificates representing shares of Banner Aircraft International, GmbH and Harco Northern Ireland, Ltd., by stock powers duly executed in blank with all necessary stock transfer and other documentary stamps attached;
(iii) any consents to transfer of all transferable or assignable Contracts and Permits obtained by Parent and the Sellers Companies as of Closing and all consents referred to in Section 5.1(d); ;
(iiiiv) title certificates to any motor vehicles included in the Purchased Assets, duly executed by each Seller with any interest therein (together with any other transfer forms necessary to transfer title to such vehicles); ;
(ivv) one or more deeds of conveyance to Buyer of the Owned Real Property, in forms customarily delivered for similar Real Property conveyances and reasonably satisfactory to Buyer, sufficient to transfer to Buyer good and marketable, and insurable, fee simple title to the Owned Real Property included in the Purchased Assets in accordance herewith, duly executed and acknowledged by each Seller with any interest therein and in recordable form; ;
(vvi) one or more title insurance policies, in form, substance and amount, and issued by title insurance Sellers companies reasonably acceptable to Buyer, and containing such endorsements and affirmative coverage as Buyer shall reasonably requestrequest (including, with respect to Owned Real Property that is a Purchased Asset, nonimputation endorsements), insuring Buyer's fee simple title to the Owned Real Property subject only to the Permitted Liens, the cost of which shall be paid 50% by Parent and Sellers and 50% by AlliedSignal and Buyer; 22 16
(vivii) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens in the Purchased Assets; ;
(viiviii) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Owned Real Property, in form reasonably satisfactory to Buyer, duly executed by each Seller transferring Owned Real Property (the "FIRPTA Affidavit"); ;
(viiiix) the certificates and other documents required to be delivered by Parent and Sellers pursuant to Section 5.1 hereof and certified resolutions evidencing the authority of Parent and Sellers as set forth in Section 2.32.3 hereof;
(x) the Release contemplated by Section 4.9;
(xi) an opinion of Potter Andexxxx & Xorrxxx, Delaware counsel, substantially in the form of Exhibit 1.9(a)(xi), to the effect that no approval of the holders of Parent Common Stock is required in connection with the execution, delivery and performance of this Agreement by Parent and Sellers;
(xii) the Escrow Agreement, duly executed by Parent;
(xiii) the letters of Jeffxxx Xxxxxxx xxx Fairxxxxx, dated as of the Closing Date, substantially in the form of Exhibit 1.9(a)(xiii)(A-C) (the "Side Letters"); and
(ixxiv) all such other documents and instruments of conveyance as shall, in the reasonable opinion of BuyerBuyer or its title insurance company (including affidavits and indemnities in connection with nonimputation endorsements), be necessary to in connection with the transfer to Buyer of the Purchased Assets in accordance herewith and, where necessary or desirable, in recordable form. .
(b) Deliveries to Parent and Sellers. AlliedSignal and Buyer will deliver to Parent and Sellers, as applicable: :
(i) the Closing Date Shares, issued by AlliedSignal and delivered by Buyer to Sellers in the proportions set forth in Annex 1.4 1.6(f) hereto; ;
(ii) an assumption agreement, in form reasonably satisfactory to Parent, to evidence the assumption by Buyer of the Assumed Liabilities in accordance with Section 1.3, duly executed by Buyer; ;
(iii) the certificates and other documents required to be delivered by AlliedSignal and Buyer pursuant to Section 5.2 hereof and certified resolutions evidencing the authority of AlliedSignal and Buyer as set forth in Section 3.2; and 3.2 hereof;
(iv) the Escrow Agreement duly executed by Buyer; 23 17
(v) all such other documents and instruments of assumption as shall, in the reasonable opinion of Parent, be necessary for Buyer to assume the Assumed Liabilities in accordance herewith; and
(vi) the Registration Rights Agreement, in the form attached as Exhibit 1.9(b)(vi), duly executed by AlliedSignal.
Appears in 1 contract
Deliveries and Proceedings at the Closing. Subject to the terms and conditions of this Agreement, at the Closing: :
(a) Deliveries to AlliedSignal and Buyer. Parent and Sellers shall deliver to AlliedSignal and Buyer: :
(i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Buyer, to evidence the transfer to Buyer of the Purchased Assets (other than the Owned Real Property) in accordance herewith, duly executed by Sellers; ;
(ii) any consents to transfer of all transferable or assignable Contracts and Permits obtained by Parent and the Sellers as of Closing and all consents referred to in Section 5.1(d); ;
(iii) title certificates to any motor vehicles included in the Purchased Assets, duly executed by each Seller with any interest therein (together with any other transfer forms necessary to transfer title to such vehicles); ;
(iv) one or more deeds of conveyance to Buyer of the Owned Real Property, in forms reasonably satisfactory to Buyer, sufficient to transfer to Buyer good and marketable, and insurable, fee simple title to the Owned Real Property included in the Purchased Assets in accordance herewith, duly executed and acknowledged by each Seller with any interest therein and in recordable form; ;
(v) one or more title insurance policies, in form, substance and amount, and issued by title insurance Sellers reasonably acceptable to Buyer, and containing such endorsements and affirmative coverage as Buyer shall reasonably request, insuring Buyer's fee simple title to the Owned Real Property subject only to the Permitted Liens, the cost of which shall be paid 50% by Parent and Sellers and 50% by AlliedSignal and Buyer; (vi) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens in the Purchased Assets; (vii) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Owned Real Property, in form reasonably satisfactory to Buyer, duly executed by each Seller transferring Owned Real Property (the "FIRPTA Affidavit"); (viii) the certificates and other documents required to be delivered by Parent and Sellers pursuant to Section 5.1 and certified resolutions evidencing the authority of Parent and Sellers as set forth in Section 2.3; (ix) all such other documents and instruments of conveyance as shall, in the reasonable opinion of Buyer, be necessary to transfer to Buyer the Purchased Assets in accordance herewith and, where necessary or desirable, in recordable form. (b) Deliveries to Parent and Sellers. AlliedSignal and Buyer will deliver to Parent and Sellers, as applicable: (i) the Closing Date Shares, issued and delivered to Sellers in the proportions set forth in Annex 1.4 hereto; (ii) an assumption agreement, in form reasonably satisfactory to Parent, to evidence the assumption by Buyer of the Assumed Liabilities in accordance with Section 1.3, duly executed by Buyer; (iii) the certificates and other documents required to be delivered by AlliedSignal and Buyer pursuant to Section 5.2 and certified resolutions evidencing the authority of AlliedSignal and Buyer as set forth in Section 3.2; and (iv) all such other documents and instruments of assumption as shall, in the reasonable opinion of Parent, be necessary for Buyer to assume the Assumed Liabilities in accordance herewith.reasonably
Appears in 1 contract
Deliveries and Proceedings at the Closing. Subject to the ------------------------------------------- terms and conditions of this Agreement, at the Closing: :
(a) Deliveries to AlliedSignal and Buyer. Parent and Sellers shall ------------------------------------ deliver to AlliedSignal and Buyer: :
(i) bills of sale and instruments of assignment, in forms reasonably satisfactory to Buyer, to evidence the transfer to Buyer of the Purchased Assets (other than the Owned Real Property) in accordance herewith, duly executed by Sellers; ;
(ii) any consents to transfer of all transferable or assignable Contracts and Permits obtained by Parent and the Sellers as of Closing and all consents referred to in Section 5.1(d); ;
(iii) title certificates to any motor vehicles included in the Purchased Assets, duly executed by each Seller with any interest therein (together with any other transfer forms necessary to transfer title to such vehicles); ;
(iv) one or more deeds of conveyance to Buyer of the Owned Real Property, in forms reasonably satisfactory to Buyer, sufficient to transfer to Buyer good and marketable, and insurable, fee simple title to the Owned Real Property included in the Purchased Assets in accordance herewith, duly executed and acknowledged by each Seller with any interest therein and in recordable form; ;
(v) one or more title insurance policies, in form, substance and amount, and issued by title insurance Sellers reasonably acceptable to Buyer, and containing such endorsements and affirmative coverage as Buyer shall reasonably request, insuring Buyer's fee simple title to the Owned Real Property subject only to the Permitted Liens, the cost of which shall be paid 50% by Parent and Sellers and 50% by AlliedSignal and Buyer; ;
(vi) U.C.C. termination statements in recordable form and other appropriate releases, in form and substance reasonably satisfactory to Buyer, with respect to all recorded Liens in the Purchased Assets; ;
(vii) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Owned Real Property, in form reasonably satisfactory to Buyer, duly executed by each Seller transferring Owned Real Property (the "FIRPTA Affidavit"); ----------------
(viii) the certificates and other documents required to be delivered by Parent and Sellers pursuant to Section 5.1 and certified resolutions evidencing the authority of Parent and Sellers as set forth in Section 2.3; ;
(ix) all such other documents and instruments of conveyance as shall, in the reasonable opinion of Buyer, be necessary to transfer to Buyer the Purchased Assets in accordance herewith and, where necessary or desirable, in recordable form. (b) Deliveries to Parent and Sellers. AlliedSignal and Buyer will deliver to Parent and Sellers, as applicable: (i) the Closing Date Shares, issued and delivered to Sellers in the proportions set forth in Annex 1.4 hereto; (ii) an assumption agreement, in form reasonably satisfactory to Parent, to evidence the assumption by Buyer of the Assumed Liabilities in accordance with Section 1.3, duly executed by Buyer; (iii) the certificates and other documents required to be delivered by AlliedSignal and Buyer pursuant to Section 5.2 and certified resolutions evidencing the authority of AlliedSignal and Buyer as set forth in Section 3.2; and (iv) all such other documents and instruments of assumption as shall, in the reasonable opinion of Parent, be necessary for Buyer to assume the Assumed Liabilities in accordance herewith.
Appears in 1 contract
