Deliveries at Closing by Seller. On or before the Closing, Seller, at its sole cost and expense, shall deliver to Escrow Agent the following, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Seller at the Closing:
Deliveries at Closing by Seller. On the Closing Date, Seller shall deliver (or cause delivery) to Purchaser all of the following:
(a) the Conveyance Documents;
(b) Seller's Officer's Certificate;
(c) a certified copy of the resolutions adopted by Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement;
(d) a certificate of good standing of Seller from the Florida Secretary of State;
(e) an incumbency certificate of Seller;
(f) the books and records of Seller's business, other than those which constitute Excluded Assets pursuant to the terms of this Agreement or those relating to an Excluded Obligation;
(g) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit;
(h) evidence reasonably satisfactory to Purchaser that Purchaser has been named as an additional named insured and loss payee on all of the Seller's insurance policies listed on Schedule 5.11
(a) hereto; and
(i) such other documents as Seller or its counsel may reasonably request.
Deliveries at Closing by Seller. At Closing, the Seller shall deliver to Buyer (i) certificates representing the Shares, with stock powers endorsed in blank with Medallion signature guarantees, and with all necessary transfer tax stamps attached; (ii) a resolution of the existing directors; (iii) all other items required to be delivered by Sellers to Buyer at or prior to Closing under this Agreement. Information with respect to the Buyer’s designees complying with Section 14(f) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) there-under, shall be submitted by the Seller to the Buyer at or prior to closing so that the Buyer can cause the Company to file an Information Statement pursuant to Section 14(f) of the Exchange Act to be prepared and submitted to the Company’s transfer agent or other mailing representative, to be mailed to all Company shareholders as of, or promptly thereafter, the closing. Following the requisite 10-day period following such mailing and the filing of such information with the SEC, the resignations of the Company’s current directors and officers and the election of the Buyer’s designated directors shall become effective.
Deliveries at Closing by Seller. At the Closing, Seller shall, ------------------------------- subject to the terms and conditions of this Agreement, sell, assign, convey and transfer the Purchased Assets or cause the same to be assigned, conveyed and transferred to Purchaser by delivery to Purchaser of all such bills of sale, warranty deeds, endorsements, assignments and other good and sufficient instruments of transfer and conveyance as shall be effective to vest in Purchaser title to the Purchased Assets and as shall be reasonably satisfactory in form and substance to Purchaser and its counsel.
Deliveries at Closing by Seller. At Closing, Seller shall:
(a) execute and deliver to Buyer any and all instruments of sale, assignment and other documents reasonably requested by Buyer to effect the transfer of the Assets to Buyer, to effect the assumption of the Assumed Liabilities by Buyer, or otherwise to consummate the transactions contemplated hereby, including without limitation:
(i) the Deed;
(ii) other documents and certificates relating to the transfer of Plant which are customary in transactions similar to the transactions contemplated by this Agreement, such as certificates of value, affidavits of non-foreign status, affidavits as to mechanics liens, and the like, including items reasonably requested by Buyer's title insurer;
(iii) one or more assignment and assumption agreements with respect to the Assumed Contracts to be acquired by Buyer hereunder, in a form reasonably satisfactory to Buyer, Seller and any third party whose consent is required to effectively assign the Assumed Contracts to Buyer;
(iv) an assignment and assumption agreement with respect to the Assumed Liabilities in the form attached as Exhibit 8.2(a)(iv);
(v) a blanket xxxx of sale and assignment covering all Assets in the form attached as Exhibit 1.6(b);
(vi) such other documents, including instruments of sale, transfer and assignment, transferring, assigning and conveying the Assets as shall be reasonably requested by Buyer to evidence the transfer of any of the Assets in accordance with this Agreement; and
(vii) possession of the Assets and all keys thereto.
(b) Execute and deliver the closing certificates in the forms attached hereto as Exhibit 5.1(n) and Exhibit 5.1(o), each duly executed as provided herein;
(c) Deliver certificates of good standing or the equivalent, dated not more than ten (10) calendar days prior to the Closing Date, attesting to the good standing of Seller and Au Bon Pain as corporations under the laws of the State of Delaware;
(d) Deliver all consents, amendments, assignments, estoppel letters, authorizations and approvals required pursuant to Article 5 as a condition to Closing;
(e) Deliver all clearance certificates or other similar documents that may be required by any state or foreign taxing authority in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price;
(f) Deliver to Buyer an opinion of Xxxxxx & Hannah LLP, counsel for Seller, in the form attached as Exhibit 5.1(q);
(g) Execute and deliver a receipt for the Purchase Price and all other co...
Deliveries at Closing by Seller. At the Closing, and upon satisfaction or waiver of the conditions set forth in Article VIII, Seller will, or will cause the Company and its Subsidiaries to, deliver or cause to be delivered the instruments, consents, certificates and other documents required of them by Article VII.
Deliveries at Closing by Seller. On or before the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the following, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Seller at the Closing:
Deliveries at Closing by Seller. At the Closing, provided Buyer has fully performed its obligations hereunder, the Seller shall deliver or cause to be delivered to Buyer the following:
(a) a Bill of Sale and Assignment, xxxstantially in the form of Exhibit A attached hereto and made a part hereof, conveying the Purchased Assets;
(b) a general warranty deed for the Real Property with full warranties conveying to Buyer, or its assigns, an indefeasible fee simple absolute, marketable and insurable title to the Real Property;
(c) such consents, releases and other collateral documents as are necessary to transfer title to the Purchased Assets; and
(d) such other certificates, title certificates, resolutions or other documents as may be reasonably required to close the transaction contemplated hereby.
Deliveries at Closing by Seller. At the Closing, Seller will deliver or cause to be delivered to Buyer the following in form and substance reasonably satisfactory to Buyer and its counsel:
(a) One or more bills of sale and assignments covering all of the Assets, conveying the same to Buyer free and clear of all liens and encumbrances;
(b) Assignment documents conveying to Buyer free and clear of all liens and encumbrances (i) Seller's leasehold interest in the property leased under the Leases; and (ii) Seller's right, title and interest in and to the Intellectual Property (as defined in Section 8.11);
(c) The certificate called for by Section 12.4;
(d) The certified copy of resolutions called for by Section 12.9;
(e) The legal opinion called for by Section 12.10;
(f) Resolutions and any amendment to Articles of Incorporation and all other documents necessary to effect a change in the name of Coffee Plantation, Inc. to a name not confusingly similar to "Coffee Plantation";
(g) All other consents, documents and instruments called for by Section 12;
(h) The Supply Agreement; and
(i) Such other documents, instruments or certificates as may be necessary to perfect or consummate the transfer contemplated hereby.
Deliveries at Closing by Seller. At Closing, Seller shall deliver into escrow the following:
3.7.1 A Statutory Warranty Deed to the Property, duly executed and acknowledged by Seller and in proper form for recording subject only to the Permitted Exceptions.
3.7.2 A certification and affidavit as required by the Foreign Investors Real Property Tax Act, (FIRPTA), as amended.
3.7.3 All other instruments and documents reasonably required to effectuate this Agreement and the transaction contemplated thereby.
