Deliveries by Buyer at the Closing. At the Closing, the Buyer ---------------------------------- shall deliver to the Seller, properly executed and acknowledged, if appropriate:
(a) the Purchase Price;
(b) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C to the Agreement, and if necessary or desirable to the Seller, in recordable form;
(c) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D;
(d) the Chapter 61 Affidavit, substantially in the form attached hereto as Exhibit F.
(e) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E;
(f) a certificate from an authorized officer of the Buyer, dated the Closing Date, to the effect that, to such officer's Knowledge, the conditions set forth in Section 6.2 have been satisfied;
(g) a copy, certified by the Clerk of the Buyer, of resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby;
(h) a certificate of the Clerk of the Buyer which shall identify by name and title and bear the signature of the officers of the Buyer authorized to execute and deliver the Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto;
(i) evidence of the Buyer's membership in NEPOOL;
(j) an opinion or opinions from one or more counsel to the Buyer (who shall be reasonably satisfactory to the Seller and any of whom may be an employee of the Buyer), 018a dated the Closing Date and reasonably satisfactory in form to the Seller and its counsel, covering substantially the matters set forth in Schedule 2.11(j); and
(k) all such other instruments of sale, transfer, conveyance, assignment or assumption as the Seller and its counsel may reasonably request in connection with the sale of the Acquired Assets or assumption of the Assumed Liabilities.
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller, the following items:
(a) The stock certificate evidencing the Consideration Shares shall be issued in the name of Seller with the following legend: The securities represented by this instrument or document have been acquired for investment and have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Without such registration, such securities may not be sold, pledged, hypothecated or otherwise transferred, except upon delivery to the Corporation of an opinion of counsel satisfactory to the Corporation that registration is not required for such transfer or the submission to the Corporation of such other evidence as may be satisfactory to counsel for the Corporation to the effect that any such transfer shall not be in violation of the Securities Act of 1933, as amended, or applicable state securities laws or any rule or regulation promulgated thereunder.
(b) The duly executed officer’s certificates referred to in Sections 0 and 7.2.
(c) The duly executed Assumption Agreement and such other agreements each dated the Closing Date, as are reasonably necessary to evidence the assumption by Buyer of the Assumed Liabilities.
(d) Certificates of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date: (i) as to the incumbency and signatures of the officers or representatives of Buyer executing this Agreement and each of the Ancillary Agreements and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary and (ii) certifying attached resolutions of the Board of Directors of Buyer which authorize and approve the execution and delivery of this Agreement and each of the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby.
(e) The duly executed Investor Rights Agreement.
(f) The duly executed Transition Services Agreement.
Deliveries by Buyer at the Closing. At the Closing, Buyer shall execute, acknowledge and deliver to Seller, in recordable form as appropriate, such documents and certificates necessary to carry out the terms and provisions of this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Seller’s obligations to close hereunder):
(a) payment of the Premium, and if applicable, payment of the Payment Amount, pursuant to Section 1.5, to Seller in immediately available funds (such payment to be made at a time no later than 2:00 p.m., Central time, on the Closing Date);
(b) the Assignment and Assumption Agreement, duly executed by Buyer;
(c) an assignment, transfer and appointment of successor trustee for IRAs, duly executed by Buyer, in the form of Exhibit F hereto;
(d) a certificate duly executed by the President or Chief Financial Officer of Buyer (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that: (i) the representations and warranties made by Buyer in this Agreement or in any Schedule delivered to Seller pursuant to this Agreement (considered both individually and collectively) were true and correct in all material respects both as of the date of this Agreement and as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided, however, with respect to representations and warranties which are qualified by their terms by a reference to “material,” “materially,” “in all material respects,” “Material Adverse Effect” or the like, such representations and warranties as so qualified made by Buyer in this Agreement or in any Schedule delivered to Seller pursuant to this Agreement (considered both individually and collectively) were true and correct in all respects; and (ii) Buyer has performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer before or at the Closing;
(e) a certificate duly executed by the Secretary of Buyer (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify: (i) the due adoption by th...
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver the following items to Seller (and in the case of Section 3.1.2, to the Gabelli Stockholders):
3.1.1 The Consideration, by wire transfer in immediately available funds;
3.1.2 An executed copy of this Agreement; and
3.1.3 An executed copy of the Registration Rights Agreement.
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver to Seller the following:
(a) Buyer shall pay the Closing Consideration as follows (i) an amount equal to $2,600,000 (the “Escrow Fund”) to U.S. Bank National Association as escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement to secure indemnification obligations of Seller set forth in this Asset Purchase Agreement, and (ii) an amount equal to the Closing Consideration less than the Escrow Fund by wire transfer to an account of Seller designated in writing by Seller to Buyer no later than three (3) Business Days prior to the Closing Date;
(b) the Escrow Agreement duly executed by Buyer or its designee;
(c) the Assignment and Assumption Agreement duly executed by Buyer or its designee;
(d) the Intellectual Property License Agreement duly executed by Buyer or its designee; and
(e) the Buyer Closing Certificate.
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver to Seller the following:
(a) the Cash Consideration, which Buyer shall deliver as follows: (i) an amount equal to 85% of the Cash Consideration by wire transfer to an account of Seller designated in writing by Seller to Buyer no later than three (3) Business Days prior to the Closing Date, and (ii) an amount equal to 15% of the Cash Consideration to U.S. Bank National Association as escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement (the “Escrow Fund”) to secure indemnification obligations of Seller set forth in this Agreement;
(b) the Assignment and Assumption Agreement duly executed by Buyer;
(c) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer;
(d) the Escrow Agreement duly executed by Buyer;
(e) the Buyer Closing Certificate; and
(f) such other good and sufficient instruments as Seller reasonably deems necessary and appropriate to relieve Seller and CTC of their obligations with respect to the Assumed Liabilities (including, with respect to Parent Guarantees, as set forth in Section 7.9).
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver to the Sellers the following:
(a) the Closing Date Aggregate Purchase Price by wire transfer of immediately available funds;
(b) the Assignment and Xxxx of Sale duly executed by Buyer; and
(c) the other certificates, documents and instruments referred to in Section 7.3.
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver to Sellers, properly executed and acknowledged, if appropriate:
(a) the Closing Purchase Price;
(b) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit B to this Related Purchase Agreement, duly executed by Buyer, and if necessary or desirable to Sellers, in recordable form;
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver to Seller the following; provided, however, that Seller may waive delivery of any of the following:
(a) Evidence of payment of the Closing Balance Sheet Payment (including the Cash Payment) less the Escrow Amount (as defined below);
(b) Copies of all the consents set forth in Section 3.3(b) of Buyer's Disclosure Schedule entitled "Consents Required for Closing;"
(c) The Employment Agreements, in substantially the form attached hereto as Exhibit C, with Messrs. Xxxxx X. Xxxxxx and Xxxxxxxx Xxxxxx;
(d) Short-form good standing certificate for Buyer from the Secretary of State of Delaware, dated not more than fifteen (15) business days prior to the Closing Date;
(e) A Certificate of Buyer's Secretary or an Assistant Secretary, dated the Closing Date, (a) certifying the incumbency of the officers signing this Agreement and the transactions contemplated herein to be executed and delivered by Buyer; and (b) certifying Buyer's organizational documents to be true, complete and in full force and effect and unmodified as of the Closing Date;
(f) A certificate signed by the President or any Vice President of Buyer to the effect that the conditions specified in Section 6.2(a), (b) and (d) have been satisfied;
(g) Certified copies of resolutions adopted by the Board of Directors of Buyer authorizing the execution and delivery by Buyer of this Agreement, the assumption of the Assumed Liabilities, and all other documents referred to herein or related hereto, the payment of the Purchase Price, and the consummation of the transactions contemplated hereby by Buyer; and
(h) An opinion, dated as of the Closing Date, of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP counsel to Buyer, addressed to Seller, and expressly providing for reliance by Prudential, in substantially the form attached hereto as Exhibit D.
Deliveries by Buyer at the Closing. At the Closing, Buyer shall deliver to the Seller the following:
(a) the Closing Date Aggregate Purchase Price by wire transfer of immediately available funds;
(b) Four (4) original counterparts of the Assignment and Xxxx of Sale duly executed by Buyer and acknowledged;
(c) the other certificates, documents and instruments referred to in Section 7.3;
(d) Two (2) original counterparts of the Transition Services Agreement in the form of Exhibit H hereto; and
(e) such other instruments as are necessary to carry out Buyer’s obligations under this Agreement.
