Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the following: 6.3.1 The Purchase Price; 6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby; 6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto; 6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto; 6.3.5 The MSA duly executed by Purchaser; 6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2; 6.3.7 Funds Flow Statement duly executed by Purchaser; and 6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Modern Medical Modalities Corp), Asset Purchase Agreement (Modern Medical Modalities Corp)
Deliveries by Purchaser. At the Closing, Purchaser shall simultaneously with the Shareholders and the Guarantors taking the actions listed in sections 2.2 and 2.5 respectively:
(a) pay to:
(i) Luxco 1, by wire transfer in USD to the account number(s) in Luxembourg designated by Luxco 1 prior to the Closing:
(1) 50 per cent of the Initial Cash Component; and
(2) the Issue Price in respect of the Preferred Equity Certificate to be issued and allotted to Purchaser by Luxco 1; and
(ii) Luxco 2, by wire transfer in USD to the account number(s) in Luxembourg designated by Luxco 2 prior to the Closing:
(1) 50 per cent of the Initial Cash Component; and
(2) the Issue Price in respect of the Preferred Equity Certificate to be issued and allotted to Purchaser by Luxco 2;
(b) deliver to Seller Companies each Shareholder a Note in the followingprincipal amount of 50 per cent of the Retention Amount, dated as of the Effective Closing Date;
(c) deliver to each Shareholder a certified copy of the resolutions of the board of directors of Purchaser authorizing:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance (i) execution of this Agreement and the consummation each of the transactions contemplated pursuant other Transaction Documents to this Agreement which it is or will be a party; and
(ii) subscription for the Preferred Equity Certificates;
(d) deliver to each Shareholder the officer’s certificates on the terms of Section 8.3(a) hereof or on such other terms as may be mutually agreed by Purchaser and the agreements, documents and transactions contemplated hereby and therebyShareholders;
6.3.3 A certificate by the secretary of Purchaser certifying (e) deliver to each Shareholder a counterpart of:
(i) as to the certificate of formation of Purchaser, Shareholders Agreement;
(ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, Escrow Agreement;
(iii) as to the incumbency Deed of certain officers of Purchaser, and Indemnity;
(iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoGuarantee;
6.3.4 Certified documentation from (v) the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules heretoUndertaking;
6.3.5 The MSA (vi) the Tax Covenant; and
(vii) the JVCo Security Agreement, each such document duly executed by Purchaser;
6.3.6 A certificatePurchaser and when applicable, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserParent; and
6.3.8 Such other certificates(f) deliver to each Shareholder each of the Primary Separation Agreements, documents and instruments as Seller Companies reasonably request in connection with duly signed by the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyrelevant members of Purchaser Parent’s group.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (International Paper Co /New/)
Deliveries by Purchaser. At Purchaser shall make the Closing, following deliveries:
(i) Purchaser shall deliver to Seller Companies the followingan Officer’s Certificate, joined in by Rotate Black, certifying to Seller that:
6.3.1 The Purchase Price(A) the representations and warranties of Purchaser and Rotate Black in Article 6 were true and correct in all material respects as of the date of this Agreement;
6.3.2 Resolutions (B) the representations and warranties of Purchaser and Rotate Black in Article 6 are true and correct in all material respects on the Closing Date as if made at and as of Closing;
(C) Purchaser and Rotate Black have performed, complied with or satisfied in all material respects all the obligations, agreements and conditions under this Agreement that each is required to perform, comply with or satisfy prior to or at Closing; and
(D) resolutions in the form attached to the Officer’s Certificate were duly adopted by the board of directors of Purchaser and Rotate Black, respectively, to authorize the execution, delivery and performance of this Agreement;
(ii) Purchaser shall deliver to Seller a certified copy of Purchaser’s certificate of incorporation and by-laws;
(iii) Purchaser shall deliver to Seller a certificate of good standing of Purchaser issued not earlier than 10 days prior to the Closing Date by the Secretary of State of Delaware;
(iv) Purchaser shall deliver to Seller a certified copy of the resolutions of Rotate Black’s board of directors authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserAgreement; and
6.3.8 Such (v) Purchaser shall deliver to Seller any other certificates, documents and instruments as that Seller Companies or their counsel reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyrequests.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rotate Black Inc), Stock Purchase Agreement (Rotate Black Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver or pay, or cause to Seller Companies the followingbe delivered or paid, as applicable:
6.3.1 The (a) the following payments:
(i) to Biolase, acting on its behalf and, with respect to any amounts payable to any Seller (as determined pursuant to the Closing Payment Allocation Schedule), as agent on behalf of such other Sellers, an amount equal to the Estimated Purchase PricePrice (less (A) the Adjustment Escrow Amount and (B) the Good Faith Deposit); and
(ii) to the Escrow Agent, an amount equal to the Adjustment Escrow Amount, by wire transfer of immediately available funds, which the Escrow Agent shall deposit into the Adjustment Escrow Account and hold in accordance with the Adjustment Escrow Agreement;
6.3.2 Resolutions (b) to Biolase, the Bill of Sale, duly executed by Xxxxxxxxx or the Designee;
(c) to Biolase, the IP Assignment Agreements, duly executed by Purchaser or the Designee;
(d) to Biolase, the authorizing resolutions adopted by the board of managers, board of directors, or other applicable governing body of Purchaser authorizing the executionthis Agreement, delivery and performance of this Agreement each other Ancillary Document to which such Purchaser is a party and the consummation of the transactions contemplated pursuant Transactions; and
(e) to this Agreement and Biolase, the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as officer’s certificates required to the certificate of formation of Purchaser, (ii) that the resolutions be delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto10.2(c);
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing(f) to Biolase, with respect to both the conduct of business and the a joint payment of all Taxesinstruction letter, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;Xxxxxxxxx, directing the Escrow Agent to immediately release the Good Faith Deposit from the Good Faith Deposit Escrow Account to Biolase (on behalf of itself and the other Sellers); and
6.3.6 A certificate(g) to Biolase, dated the Closing DateAdjustment Escrow Agreement, duly executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyEscrow Agent.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sonendo, Inc.), Asset Purchase Agreement (Biolase, Inc)
Deliveries by Purchaser. At the each Closing, Purchaser shall deliver to Seller Companies Stayton with respect to the Initial Closing Properties, or each Deferred Property being conveyed, as applicable, the following:
6.3.1 The Purchase Price(a) the Cash Consideration Amount payable to Stayton at the applicable Closing in accordance with Section 2.5(c), and, if applicable in connection with the Initial Closing, the instruments contemplated by Section 2.6(b) evidencing the Rollover Equity;
6.3.2 Resolutions adopted (b) a fully executed assignment and assumption agreement described in Section 8.3(c) above;
(c) in connection with the Closing of the Initial Closing Properties only, with respect to Properties in which Purchaser has NOT received all Licensing Approvals on or prior to the Initial Closing Date, a signed Interim Operating Agreement, with all exhibits and schedules attached thereto;
(d) a fully executed assignment and assumption agreement described in Section 8.3(f) above;
(e) if applicable, duly completed and executed real estate transfer tax filings for the applicable Properties consistent with Section 14.13(c);
(f) a closing statement, prepared and approved by Purchaser authorizing Stayton and Purchaser, consistent with the execution, delivery and performance terms of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate(g) such other assignments, dated instruments of transfer, and other documents as Stayton may reasonably require in order to complete the Closing Date, executed transactions contemplated hereunder or to evidence compliance by Purchaser certifying as to with the satisfaction of the conditions set forth covenants, agreements, representations and warranties made by it hereunder, in Sections 5.2.1each case, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser;
(h) a duly executed and sworn Secretary's Certificate from Purchaser certifying that Purchaser has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and
6.3.8 Such other certificates, documents (i) an executed and instruments as Seller Companies reasonably request in connection with acknowledged incumbency certificate from Purchaser certifying the transactions contemplated pursuant authority of the officers of Purchaser to execute this Agreement and the agreements, other documents and transactions contemplated hereby and therebydelivered by Purchaser to Stayton at the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Emeritus Corp\wa\), Purchase and Sale Agreement
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingSeller, in form reasonably acceptable to Seller's counsel:
6.3.1 (a) The Cash Portion of the Purchase PricePrice as set forth in Section 2.1(a)(i) hereof, by cashier's or certified bank check or wire transfer of immediately available funds to an account designated by Seller;
6.3.2 Resolutions (b) One or more certificates representing the Initial Shares, duly registered on the books of ITP in the name of Seller;
(c) The First Note, duly executed by Purchaser;
(d) The Tax Note duly executed by Purchaser;
(e) True and complete copies of corporate resolutions, certified as of the Closing Date by the Secretary of Purchaser as having been duly adopted by Purchaser the Board of Directors of Purchaser, respectively, authorizing the execution, Purchaser's execution and delivery and performance of this Agreement and the Related Purchaser Agreements and their consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate (f) Certificates duly executed by the secretary Chairman of Purchaser certifying (i) as to the certificate of formation Board, President or Chief Executive Officer of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser dated as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed certifying that, to the best of their knowledge and belief after due inquiry, (i) Purchaser has fully performed, satisfied and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser certifying as at or prior to the satisfaction Closing, and (ii) all of the conditions representations and warranties of Purchaser set forth in Sections 5.2.1, Section 4 of this Agreement are true and 5.2.2correct as of the Closing Date;
6.3.7 Funds Flow Statement duly executed by (g) An opinion of counsel for the Purchaser, dated as of the Closing Date, substantially in the form attached hereto as Annex II; and
6.3.8 Such (h) All other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated items required to be delivered by Purchaser pursuant to any provision of this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver (or cause to be delivered) to Seller Companies and, in the case of Section 2.2(a)(ii) to Rothschild, the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation (a) a copy of the transactions contemplated pursuant direction to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying WorldPort's transfer agent to issue (i) as 3,717,500 shares of the Initial Stock to the certificate of formation of Purchaser, Seller or Seller's designee and (ii) that upon WorldPort's receipt from Rothschild of the resolutions delivered Registration Rights Agreement, executed by Rothschild, 382,500 shares of the Initial Stock to Seller Companies and Parent pursuant to Section 6.3.2 are trueShield Trust Limited, correct and completeas nominee of Rothschild, and that such resolutions were duly adopted and have not been amended or rescinded, executed by an authorized officer of WorldPort;
(iiib) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, Registration Rights Agreement in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from A hereto (the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date"Registration Rights Agreement"), executed by WorldPort;
(c) the Indemnification Agreement in the form of Exhibit B hereto (the "Indemnification Agreement"), executed by WorldPort;
(d) a Shareholders' Agreement in the form of Exhibit C hereto (the "Shareholders Agreement") executed by WorldPort and The Heico Companies, LLC;
(e) a Share Assignment Agreement reflecting the transfer of the interests in HGmbH and value attributable thereto (the "HGmbH Share Assignment Agreement");
(f) a Payables Assignment Agreement reflecting the transfer of intercompany payables of HGmbH from Seller to Purchaser certifying as (the "HGmbH Payables Assignment Agreement");
(g) instruments of transfer to the satisfaction extent required in appropriate jurisdictions ("Instruments of the conditions set forth in Sections 5.2.1, and 5.2.2Transfer");
6.3.7 Funds Flow Statement duly (h) an Affiliates Agreement in the form of Exhibit D hereto (the "AffiliatesAgreement"), executed by Purchaser; and
6.3.8 Such (i) such other certificatesinstruments, notices or documents and instruments as may be necessary or reasonably requested by Seller Companies reasonably request in connection with to carry out the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyhereby.
Appears in 1 contract
Deliveries by Purchaser. At or prior to the Closing, Purchaser shall deliver deliver, or cause to be delivered, to the Seller Companies Representative each of the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this (a) each Related Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct businessa party, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A (b) a certificate, dated as of the Closing Date, Date and executed by Purchaser an officer of Purchaser, certifying as to the satisfaction of the conditions set forth in Sections 5.2.1Section 9.3(a) and Section 9.3(b);
(c) a certificate, dated as of the Closing Date and executed by the secretary of Purchaser, certifying as to (i) the resolutions approved by the board of directors of Purchaser authorizing the execution, delivery, and 5.2.2performance by Purchaser of this Agreement and its Related Agreements and the consummation by Purchaser of the transactions contemplated by this Agreement and its Related Agreements and (ii) the names and signatures of the officers of Purchaser authorized to execute this Agreement, its Related Agreements, and the other documents to be delivered by Purchaser under this Agreement and its Related Agreements;
6.3.7 Funds Flow Statement duly (d) a certificate of good standing of Purchaser Parent, issued as of a date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware;
(e) a certificate, dated as of the Closing Date and executed by the secretary of Purchaser Parent, certifying as to (i) the resolutions approved by the board of directors of Purchaser Parent authorizing the execution, delivery, and performance by Purchaser Parent of this Agreement and its Related Agreements and the consummation by Purchaser Parent of the transactions contemplated by this Agreement and its Related Agreements and (ii) the names and signatures of the officers of Purchaser Parent authorized to execute this Agreement, its Related Agreements, and the other documents to be delivered by Purchaser Parent under this Agreement and its Related Agreements;
(f) a certificate of good standing of the Purchaser, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of California; and
6.3.8 Such (g) such other documents, certificates, documents and or instruments as Seller Companies may reasonably request be required in connection with order to effect the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyRelated Agreements.
Appears in 1 contract
Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Deliveries by Purchaser. (a) At the First Closing, Purchaser shall deliver deliver, all duly and properly executed (where applicable):
(i) The portion of the Consideration Stock due on the First Closing Date, as provided in Section 1.3(b) above to Seller Companies be delivered to the following:
6.3.1 The Purchase PriceSellers;
6.3.2 Resolutions adopted by (ii) An operating agreement providing for Purchaser to manage the Restricted Locations until the Second Closing Date, in form and substance as attached hereto as Schedule 1.9(a)(ii) ("Operating Agreement").
(iii) A copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, execution and delivery and performance of this Agreement and each other agreement to be executed in connection herewith (the resolutions and agreements to be executed in connection herewith by Sellers and/or Purchasers are referred to in this Agreement collectively, the "Collateral Documents") and the consummation of the transactions contemplated pursuant to this Agreement herein;
(iv) A favorable opinion from counsel for Purchaser, dated the day of the First Closing, in form and the agreements, substance as attached hereto as Schedule 1.9(a)(iv);
(v) Other documents and transactions contemplated hereby and therebyinstruments required by this Agreement, if any;
6.3.3 (vi) An Assignment and Assumption Agreement in form and substance as attached hereto as Schedule 1.9(a)(vi) ("First Closing Assignment Agreement");
(vii) A certificate by Registration Rights Agreement in form and substance as attached hereto as Schedule 1.9(a)(vii) ("Registration Rights Agreement"); and (viii) The Warrant.
(b) At the secretary of Second Closing, Purchaser certifying shall deliver, all duly and properly executed (where applicable):
(i) The remaining portion of the Consideration Stock due on the Second Closing Date, as provided in Section 1.3(b) above to be delivered to the certificate of formation of Purchaser, Sellers;
(ii) that the resolutions delivered to Seller Companies An Assignment and Parent pursuant to Section 6.3.2 are true, correct Assumption Agreement in form and complete, and that such resolutions were duly adopted and have not been amended or rescinded, substance as attached hereto as Schedule 1.9(b)(ii) (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the "Second Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserAssignment Agreement"); and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Real Estate and Asset Purchase Agreement (Mace Security International Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingSeller, in form reasonably acceptable to Seller:
6.3.1 (a) The Base Purchase Price, plus or minus any adjustment set forth in Section 2.4 for Assumed Projects and Assumed Contracts;
6.3.2 Resolutions (b) Assumption of the Assumed Contracts and Assumed Projects, duly executed by Purchaser, only to the extent such assignment and assumption is consented to by the Key Customers;
(c) Certificate of good standing of Purchaser, dated within five Business Days of the Closing Date, issued by the Secretary of State of the State of Delaware;
(d) A certificate duly executed by the President of Purchaser, dated as of the Closing Date, certifying that, to the best of his knowledge and belief after due inquiry, (i) Purchaser has fully performed, satisfied and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing, (ii) all conditions to Purchaser’s obligations hereunder have been fully satisfied, and (iii) all of the representations and warranties of Purchaser set forth in this Agreement are true and correct as of the Closing Date;
(e) A certificate duly executed by the Secretary or Assistant Secretary of Purchaser, dated as of the Closing Date, certifying (i) true and complete copies of corporate resolutions, certified as of the Closing Date by the Secretary or Assistant Secretary of Purchaser as having been duly adopted by Purchaser the Board of Directors of Purchaser, authorizing the execution, Purchaser’s execution and delivery and performance of this Agreement and the other Purchaser Documents, its performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by thereby and as being in full force and effect on the secretary of Purchaser certifying (i) as to the certificate of formation of PurchaserClosing Date and not having been amended, modified or superseded, and (ii) that the resolutions delivered to Seller Companies names and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to signatures of the incumbency of certain officers of PurchaserPurchaser authorized to sign this Agreement, and (iv) as to the jurisdictions in which other Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business Documents and the payment of all Taxesother documents, of Purchaser as of a date not more than seven (7) days prior instruments and agreements to the Closing Date as an entity organized under the laws of the state be delivered hereunder and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaserthereunder; and
6.3.8 Such (f) All other certificatesitems, documents and instruments as Seller Companies reasonably request in connection with that are required to be delivered by Purchaser pursuant to any provision of this Agreement or that are necessary to consummate the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebythat are reasonably requested by Seller.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Powersecure International, Inc.)
Deliveries by Purchaser. At or prior to the Closing, Purchaser shall deliver deliver, or cause to be delivered, to Seller Companies each of the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing (a) the executionXxxx of Sale and Assignment and Assumption Agreement, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate(b) (i) the Notice and Acknowledgement of Environmental Covenant and Notice Upon Conveyance, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement each duly executed by Purchaser, and (ii) evidence reasonably acceptable to Seller that the Ohio Environmental Protection Agency and the United States Environmental Protection Agency have accepted Purchaser’s financial assurances required by the Environmental Covenant;
(c) the Operating Agreement, duly executed by Purchaser;
(d) the Mineral Rights Deed, duly executed by Purchaser;
(e) a copy of the resolution of Purchaser’s governing body, certified by an appropriate officer of Purchaser as having been duly and validly adopted and being in full force and effect as of the Closing, authorizing the execution and delivery of this Agreement and performance of the transactions contemplated hereby (together with an incumbency and signature certificate regarding the officers(s) or authorized representative(s) signing on behalf of Purchaser);
(f) evidence reasonably acceptable to Seller of Purchaser’s obtainment, as of the Closing, the Environmental Policy in compliance with the requirements set forth in this Agreement;
(g) evidence reasonably acceptable to Seller of the capitalization and Solvency of Purchaser according to the terms of Sections 4.3(b) and 4.3(c), respectively;
(h) the Mortgage, duly executed by Purchaser, which Purchaser hereby acknowledges and agrees shall be recorded by Purchaser immediately after the Quit Claim Deed;
(i) the Memorandum of Options, duly executed by Purchaser, which Purchaser hereby acknowledges and agrees shall be recorded by Purchaser immediately after the Mortgage and prior to any instruments relating to the Debt Financing, if any;
(j) evidence reasonably acceptable to Seller of Workhorse’s Lender’s consent to the matters described on Schedule 7.3(j);
(k) a certificate of Workhorse dated as of the date of this Agreement, executed by Workhorse, certifying that the Workhorse Agreements are in full force and effect and that, to the knowledge of Workhorse, Purchaser is not in breach or default under any Workhorse Agreement (nor would be with or without notice or lapse of time, or both);
(l) the Repurchase Option Deed, duly executed by Purchaser, which Purchaser acknowledges and agrees may be countersigned and recorded by Seller upon exercise by Seller of the Repurchase Option;
(m) the Repurchase Option Xxxx of Sale, duly executed by Purchaser, which Purchase acknowledges and agrees may be countersigned by Seller upon exercise by Seller of the Repurchase Option; and
6.3.8 Such other certificates(n) a transfer document in respect of the NP Mineral Rights in the form attached hereto as Exhibit N (the “Repurchase Option Mineral Rights Deed”), documents executed by Purchaser, which Purchaser acknowledges and instruments as agrees may be countersigned and recorded by Seller Companies reasonably request in connection with upon exercise by Seller of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyRepurchase Option.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser and Marcum shall deliver to Seller Companies the followingand Xxxxxcan Meter, in form reasonably acceptable to Seller's counsel:
6.3.1 (a) The Cash Portion of the Purchase PricePrice as set forth in Section 2.1 hereof, by cashier's or certified bank check or wire transfer of immediately available funds to an account designated by Seller and American Meter;
6.3.2 Resolutions adopted by Purchaser authorizing (b) One or more certificates representing the executionInitial Shares, delivery and performance duly registered on the books of this Agreement and Marcum in the consummation name of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyPurchaser;
6.3.3 A certificate by the secretary of Purchaser certifying (ic) as to the certificate of formation of PurchaserThe Convertible Note, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate(d) True and complete copies of corporate resolutions, dated certified as of the Closing DateDate by the Secretary of Purchaser and of Marcum as having been duly adopted xx xxe Board of Directors of Purchaser and of Marcum, executed by respectively, authorizing Xxxxxxser's and Marcum's execution and delivery of xxxx Xxreement and the Related Purchaser certifying as to the satisfaction Agreements and their consummation of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.; (e) Certificates duly executed by the President or Chief Executive Officer of Purchaser and of Marcum, dated as of the Closing Daxx, xxrtifying that, to the best of their knowledge and belief after due inquiry, (i) each of Purchaser and Marcum has fully performed, satisfxxx xxd complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser and Marcum, respectively, at or prior xx xxe Closing, and (ii) all of the representations and warranties of Purchaser and Marcum, respectively, set forth in Xxxxxon 4 of this Agreement are true and correct as of the Closing Date;
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall and Marcxx xxxll deliver to Seller Companies the followingand American Meter, in form reasonably acceptable to Seller's counsel:
6.3.1 (a) The Cash Portion of the Purchase PricePrice as set forth in Section 2.1 hereof, by cashier's or certified bank check or wire transfer of immediately available funds to an account designated by Seller and American Meter;
6.3.2 Resolutions (b) One or more certificates representing the Initial Shares, duly registered on the books of Marcxx xx the name of Purchaser;
(c) The Convertible Note, duly executed by Purchaser;
(d) True and complete copies of corporate resolutions, certified as of the Closing Date by the Secretary of Purchaser and of Marcxx xx having been duly adopted by the Board of Directors of Purchaser and of Marcxx, xxspectively, authorizing the execution, Purchaser's and Marcxx'x xxxcution and delivery and performance of this Agreement and the Related Purchaser Agreements and their consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (ie) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA Certificates duly executed by Purchaser;
6.3.6 A certificatethe President or Chief Executive Officer of Purchaser and of Marcxx, dated xxted as of the Closing Date, executed certifying that, to the best of their knowledge and belief after due inquiry, (i) each of Purchaser and Marcxx xxx fully performed, satisfied and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser certifying as and Marcxx, xxspectively, at or prior to the satisfaction Closing, and (ii) all of the conditions representations and warranties of Purchaser and Marcxx, xxspectively, set forth in Sections 5.2.1, Section 4 of this Agreement are true and 5.2.2correct as of the Closing Date;
6.3.7 Funds Flow Statement duly executed by Purchaser(f) An opinion of counsel for the Purchaser and Marcxx, xxted as of the Closing Date, substantially in the form attached hereto as Exhibit F; and
6.3.8 Such (g) All other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant items required to be delivered by Purchaser or Marcxx xxxsuant to any provision of this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Marcum Natural Gas Services Inc/New)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver ----------------------- to Seller Companies Lodging the following:
6.3.1 (a) The Purchase PriceSubsidiary Merger Consideration payable to the Company, and the Company Merger Consideration payable to Lodging, at the Closing pursuant to Section 2.2 and the funding provisions of the Escrow ----------- Agreement;
6.3.2 Resolutions adopted by (b) A certificate of Purchaser's secretary, certifying (i) the resolutions of the manager or managing member of Purchaser authorizing approving this Agreement and the executionagreements related hereto and the transactions contemplated hereby, delivery and performance (ii) the certificate of this formation and the limited liability company agreement of Purchaser;
(c) A certificate of Holding's secretary, certifying (i) the resolutions of the manager or managing member of Holding approving the execution of the Holding Note, the Blackstone Pledge Agreement, the Holding Pledge Agreement, and the Intercreditor Agreement and the consummation of the transactions contemplated pursuant to this Agreement thereby and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (iii) as to the certificate of formation and limited liability company agreement of each of Holding and Blackstone;
(d) Legal opinions from Purchaser's and Holding's counsel as to due organization, due authority, execution and delivery as to Purchaser, Holding and Blackstone and, solely with respect to the Holding Note, the absence of conflicts with applicable Law or Holding's certificate of formation and limited liability agreement;
(e) Certificates of Good Standing of Purchaser, Holding, Blackstone and BRE Properties (ii) that issued by the resolutions delivered to Seller Companies appropriate Governmental Authority in such entity's state of organization and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is each jurisdiction where qualified to conduct businessbusiness as a foreign business entity), in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser dated as of a date not more earlier than seven ten (710) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate;
6.3.5 (f) The MSA Holding Note, duly executed by PurchaserHolding;
6.3.6 A certificate(g) The Blackstone Pledge Agreement, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserBlackstone;
(h) The Holding Pledge Agreement, duly executed by Holding;
(i) UCC financing statements related to the Holding Pledge Agreement, in form and substance reasonably acceptable to Lodging;
(j) UCC financing statements related to the Blackstone Pledge Agreement, in form and substance reasonably acceptable to Lodging; and
6.3.8 Such other certificates(k) An Assignment and Assumption Agreement with respect to the Las Vegas Lease, documents duly executed by BRE Properties (or another Affiliate of Purchaser) and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.form of Exhibit G. ----------
Appears in 1 contract
Samples: Agreement and Plan of Mergers (Security Capital Group Inc/)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to be delivered, to Seller Companies the following:
6.3.1 (a) The Purchase PriceClosing Payment, by wire transfer of immediately available funds to an account or accounts designated by Seller in writing prior to the Closing Date;
6.3.2 Resolutions adopted (b) The Assumption Agreement and the other Ancillary Agreements to which Purchaser is a signatory, duly executed by Purchaser;
(c) Evidence, reasonably satisfactory to Seller, demonstrating that Purchaser has obtained the Purchaser’s Required Regulatory Approvals and Purchaser’s Required Consents;
(d) A certificate executed on behalf of Purchaser by an officer thereof, dated the Closing Date, certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) and, to the Knowledge of Purchaser, Section 8.1(c) have been fulfilled;
(e) A certificate executed on behalf of Purchaser by an officer of Purchaser, dated the Closing Date, certifying and attaching the following: (i) the Charter Documents of Purchaser, (ii) a certificate from the Secretary of State of Indiana certifying as to the qualification of Purchaser as a foreign corporation in Indiana, (iii) good standing of Purchaser in the state of its formation and the State of Indiana, (iii) the resolutions of the directors of Purchaser authorizing the Purchaser’s execution, delivery and performance of this Agreement and the consummation of Ancillary Agreements and the transactions contemplated pursuant to hereby and thereby and (iv) incumbency and specimen signatures of the officers signing this Agreement and the agreements, documents and transactions contemplated hereby and therebyAncillary Agreements;
6.3.3 A certificate by the secretary of (f) The Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA Guaranty duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserGuarantor; and
6.3.8 Such (g) Any other certificates, documents and or instruments as Seller Companies reasonably request in connection with required to be delivered by Purchaser under this Agreement to consummate the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyhereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aep Generating Co /Oh/)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to the Seller Companies all of the followingfollowing deliverables other than those contemplated by subsections (b), (h) and (i) below, and to the Shareholders the deliverables contemplated by subsections (b), (h), (i) (f) and (g) below:
6.3.1 (a) The Purchase PriceClosing Cash Payment by inter-bank wire transfer of immediately available federal funds of the United States of America, which amount shall be paid and delivered to or for the benefit of the Seller in the amounts and to the Persons set forth on Schedule 3.3(b);
6.3.2 Resolutions (b) The Shareholder Real Estate Purchase Price by inter-bank wire transfer of immediately available federal funds of the United States of America, which amount shall be paid and delivered to or for the benefit of the Shareholders in the amounts and to the Persons set forth on Schedule 3.3(a);
(c) A duly executed Xxxx of Sale and Assignment Agreement;
(d) The resolutions duly adopted by Purchaser Purchaser’s board of directors authorizing the executionexecution and delivery of, delivery and performance by Purchaser of its obligations under, this Agreement and the consummation other agreements contemplated hereby;
(e) A duly executed certificate of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary or an assistant secretary of Purchaser certifying Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to the Seller, as to (i) as to the certificate currency and authenticity of formation the articles of incorporation and the bylaws of Purchaser, (ii) that the currency and authenticity of the resolutions delivered to Seller Companies duly adopted by Purchaser’s board of directors authorizing the execution and Parent pursuant to Section 6.3.2 are true, correct and completedelivery of, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed performance by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1its obligations under, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions other agreements contemplated hereby and thereby(iii) the incumbency and signatures of the officers of Purchaser executing this Agreement or any other agreement contemplated hereby;
(f) A duly executed Escrow Agreement;
(g) A duly executed Non-Competition Agreement;
(h) A duly executed Transition Services and Consulting Agreement;
(i) A duly executed Transition Services Agreement; and
(j) Such other documents, instruments and writings reasonably requested by the Seller at or prior to the Closing.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies Escrow Agent, for further delivery upon the close of the escrow to Sellers, Lender or any Ground Lessor, as applicable, the following:
6.3.1 (1) A wire transfer of immediately available federal funds, transferred to Sellers through the account of Escrow Agent, such wire transfer to be in an amount equal to the Cash Component Balance of the Purchase Price required under Section 3.2.2 hereof, subject to prorations and adjustments as provided in Section 11 below.
(2) The Purchase Price;Loan Assignment, Assumption and Consent and the Loan Documents, all in form and substance reasonably satisfactory to the Lender and Purchaser, and as Lender may reasonably request or require in connection with the granting of Lender Approval and the effectuation of the Loan Assumption.
6.3.2 Resolutions adopted (3) Three (3) Separate Assignments of Leases referenced in Section 10.2(4) above, duly executed and acknowledged by Purchaser, Purchaser's Greens I Entity or Purchaser's Designee.
(4) Three (3) separate Blanket Conveyances, Bills of Sale and Assignments referenced in Section 10.2(3) above, duly executed and acknowledged by Purchaser, Purchaser's Greens I Entity or Purchaser's Designee.
(5) A certificate regarding Purchaser's representations and warranties required by Section 7.1 above.
(6) Documentation, in form and substance reasonably satisfactory to Sellers, each Ground Lessor, Lender, and the Title Insurer, confirming and evidencing the following matters: that Purchaser authorizing is a corporation, duly formed, validly existing and in good standing under the laws of Delaware, if applicable; that each of Purchaser's Designees and Purchaser's Greens I Entity is a limited liability company, duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia; that Purchaser has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; that the execution, delivery and performance of this Agreement and of all instruments to be executed and delivered by Purchaser hereunder have been duly authorized by all necessary action on the consummation part of Purchaser; and that the transactions contemplated pursuant to individuals executing this Agreement and the agreements, other documents and transactions contemplated hereby instruments referenced herein or otherwise executed and thereby;
6.3.3 A certificate by the secretary delivered in connection herewith on behalf of Purchaser certifying have the legal power, right and authority to bind Purchaser under the terms and conditions stated herein.
(i7) as to A Ground Lease Assignment for each of the certificate of formation of Ground Leases duly executed and acknowledged by Purchaser's Designees and in proper form for recording.
(8) A Closing Statement(s), duly executed and acknowledged by Purchaser.
(ii9) that the resolutions delivered to Seller Companies The assignment and Parent pursuant to Section 6.3.2 are true, correct assumption agreements contemplated by Sections 11.11 and complete, and that such resolutions were duly adopted and have not been amended or rescinded, 11.12 hereof.
(iii10) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, Such other items required of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed elsewhere herein or as may be reasonably required by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with Sellers to consummate the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Corporate Office Properties Trust)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the following:(unless otherwise designated):
6.3.1 (A) The Purchase Price, including evidence of delivery of the Escrow Funds to the Escrow Agent;
6.3.2 Resolutions adopted by (B) Copies of resolutions of the board of directors of Purchaser or the executive committee of such board authorizing the execution, delivery and performance of this Agreement and all actions necessary or desirable hereunder, certified by the consummation Secretary of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyPurchaser;
6.3.3 A certificate by the secretary of Purchaser certifying (iC) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to If the Closing Date as an entity organized under shall occur after the laws date on which this Agreement is executed, a certificate signed by a senior officer of Purchaser attesting to the fact that all of the state representations and warranties of Purchaser are true and correct in all material respects as a foreign entity authorized to do business under the laws of the jurisdictions listed Closing Date and that all of the conditions to the obligations of Seller and/or Shareholder, which, by their nature, require performance by Purchaser, have been performed or satisfied as of the Closing Date, except where a breach or non-performance has been waived, in the schedules heretowriting, by Seller;
6.3.5 (D) The MSA duly executed opinion of Xxxxx Xxxxx Xxxx LLC, counsel for Purchaser, dated as of the Closing Date, referenced in Section 7.5 below;
(E) The Escrow Agreement signed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed (F) The Employee Transition Agreement signed by Purchaser; and
6.3.8 Such (G) All other certificatespreviously undelivered documents, documents instruments and instruments as writings required to be delivered by Purchaser to Seller Companies reasonably request in connection with and/or Shareholder at or prior to the transactions contemplated Closing pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyor otherwise required in connection herewith.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies Sellers the following:
6.3.1 (a) The Purchase PriceClosing Date Cash Payment in immediately available funds by wire transfer to one or more accounts which have been designated by Sellers at least two Business Days prior to the Closing Date and the Stock Consideration, if any, in the form of one or more stock certificates, or if uncertificated, other appropriate evidence of ownership reasonably acceptable to Sellers, registered in the name of Sellers or their designee;
6.3.2 Resolutions adopted by (b) Duly executed counterparts of each of the Ancillary Agreements to which Purchaser authorizing or any of its Affiliates is a party;
(c) Duly executed counterparts to Bills of Sale, each in substantially the executionform attached hereto as Exhibit D, delivery transferring to Purchaser all of each Selling Entity’s interest in its portion of the Acquired Assets constituting tangible personal property (each a “Xxxx of Sale”);
(d) Duly executed counterparts to Assignment and performance Assumption Agreements, each in substantially the form attached hereto as Exhibit E, assigning to Purchaser all of this Agreement each Selling Entity’s interest in its portion of the Acquired Assets, other than tangible personal property, and the consummation Assumed Liabilities (each an “Assignment and Assumption Agreement”);
(e) Evidence of the transactions contemplated obtaining of the Purchaser Required Approvals;
(f) The certificate to be delivered pursuant to Section 7.3(c); and
(g) Secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents, and such other customary instruments of transfer or assumption, in each case in form and substance reasonably satisfactory to Sellers, as may be required to give effect to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAncillary Agreements.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (HSBC Finance Corp)
Deliveries by Purchaser. At Subject to fulfillment or waiver of the conditions set forth in Section 3.02, at the Closing, Purchaser shall deliver (or cause to be delivered) to Seller Companies originals, or copies if specified, of the followingfollowing agreements, documents and other items:
6.3.1 The Purchase Price(a) the Closing Cash Payment, payable to Purchaser, and any Escrow Amount payable to the Escrow Agent as provided in Section 1.03;
6.3.2 Resolutions (b) counterparts of each of the Related Agreements to which Purchaser is a party and counterparts of all agreements, documents and instruments required to be delivered by Purchaser pursuant to this Agreement or any of the Related Agreements to which Purchaser is a party, duly executed by Purchaser;
(c) copies of all the resolutions adopted by the Board of Directors of Purchaser authorizing and approving the executionexecution and delivery of this Agreement and of the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Purchaser;
(d) copies of resolutions adopted by the Board of Directors of the Purchaser Guarantor authorizing and approving the execution and delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant hereby, certified to this Agreement and the agreementsbe true, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are truecomplete, correct and completein full force and effect by the Secretary of Purchaser;
(e) a Certificate of Good Standing of each of Purchaser and Purchaser Guarantor issued by the Secretary of State of the State of Delaware, dated within ten (10) calendar days of the Closing;
(f) true and that such resolutions were duly adopted complete copies of the certified certificate of incorporation of each of Purchaser and have not been amended or rescindedPurchaser Guarantor, (iii) including all amendments thereto, certified as to true, complete and correct by the incumbency of certain officers Secretary of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws copy of the state Bylaws of Purchaser, including all amendments thereto, certified as true, complete and as a foreign entity authorized to do business under correct and in full force and effect by the laws Secretary of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A (g) a certificate executed by the Secretary of Purchaser acknowledging delivery by Seller of the items set forth in Section 2.02 of this Agreement; and
(h) a certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated an officer of Purchaser pursuant to Sections 3.01(b) and 3.01(c) of this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Deliveries by Purchaser. At or prior to the Closing, Purchaser shall deliver deliver, or cause to be delivered, to the Seller Companies Representative each of the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery (a) evidence in form and performance of this Agreement and the consummation substance reasonably satisfactory to Seller Representative of the transactions contemplated pursuant issuance in book entry form in the name of each Seller the number of Closing Payment Shares to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to which such Seller Companies and Parent is entitled pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto2.3(a);
6.3.4 Certified documentation from (b) the appropriate governmental Authority evidencing the good standingRegistration Rights Agreement, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A (c) a certificate, dated as of the Closing Date, Date and executed by Purchaser an officer of Purchaser, certifying as to the satisfaction of the conditions set forth in Sections 5.2.1Section 8.3(a), Section 8.3(b) and Section 8.3(d);
(d) a certificate, dated as of the Closing Date and executed by the secretary or an assistant secretary (or similar officer) of the Seaspan Parties, certifying as to (i) the resolutions approved by the board of directors (or similar governing body) of the Seaspan Parties authorizing the execution, delivery, and 5.2.2;
6.3.7 Funds Flow Statement duly executed performance by Purchaserthe Seaspan Parties of this Agreement and its Related Agreements and the consummation by the Seaspan Parties of the Transactions and (ii) the names and signatures of the officers of the Seaspan Parties authorized to execute this Agreement, its Related Agreements, and the other documents to be delivered by Purchaser under this Agreement and its Related Agreements; and
6.3.8 Such other certificates(e) evidence of filing of the articles of merger evidencing the Merger, documents executed by the parties to the Merger and instruments as duly acknowledged by the applicable Governmental Authorities, together with evidence reasonably satisfactory to Seller Companies reasonably request in connection with Representative, that the transactions contemplated pursuant to this Agreement and Seaspan Reorganization Transactions have been consummated by the agreements, documents and transactions contemplated hereby and therebySeaspan Parties.
Appears in 1 contract
Samples: Acquisition Agreement (Seaspan CORP)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingSeller, in form reasonably acceptable to Seller:
6.3.1 (a) The Estimated Purchase Price, as set forth in Section 2.1;
6.3.2 Resolutions (b) Assumptions of all Assumed Accounts Payable, Assumed Seller Debts, and Assumed Contracts, duly executed by Purchaser;
(c) True and complete copies of resolutions, certified as of the Closing Date by the Secretary or Assistant Secretary of Purchaser as having been duly adopted by Purchaser the directors of Purchaser, authorizing the execution, Purchaser’s execution and delivery and performance of this Agreement and the Purchaser Related Instruments, and its and their consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 (d) A certificate duly executed by the secretary of Purchaser certifying (i) as to the certificate of formation Secretary or Assistant Secretary of Purchaser, (ii) that dated as of the resolutions delivered to Seller Companies Closing Date, certifying the names and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to signatures of the incumbency of certain officers of PurchaserPurchaser authorized to sign this Agreement, the Purchaser Related Instruments and (iv) as the other documents, instruments and agreements to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretobe delivered hereunder and thereunder;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing(e) The Transition Services Agreement, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate(f) The License Agreement, dated the Closing Date, duly executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2Purchaser;
6.3.7 Funds Flow Statement (g) The Subcontractor Agreement, duly executed by Purchaser; and
6.3.8 Such (h) All other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated items required to be delivered by Purchaser pursuant to any provision of this Agreement and the agreements, documents and transactions contemplated hereby and therebyor any Related Purchaser Document that are reasonably requested by Seller.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to Seller Companies the followingbe delivered to NutraCea:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing (a) the executionNote, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated (b) written authorization by Purchaser for NutraCea and NutraCea’s counsel to release the Closing Date, Deposit to NutraCea;
(c) a security agreement (“Security Agreement”) in the form attached hereto as Exhibit B duly executed by Purchaser certifying as to the satisfaction (including execution of the conditions set forth in Sections 5.2.1, and 5.2.2all exhibits thereto);
6.3.7 Funds Flow (d) a Confession of Judgment Statement and Attorney’s Declaration in Support of Confession of Judgment Statement (collectively “Confession of Judgment”) in the forms attached hereto as Exhibit C-1 and Exhibit C-2 duly executed by Purchaser and legal counsel for Purchaser (which counsel must qualify in accordance with applicable law to execute such document);
(e) a Mutual Release (“Mutual Release”) in the form attached as Exhibit F, duly executed by Guarantor, Vital Living, NutraCea and Purchaser;
(f) a cash management agreement (“Cash Management Agreement”) in the form attached hereto as Exhibit J, duly executed by Purchaser;
(g) a guaranty (“Guaranty”) in the form attached hereto as Exhibit D, duly executed by Xxxxxx Xxxxxx (“Guarantor”, and together with this Agreement, the Note, the Security Agreement, Mutual Release, Release, the Confession of Judgment, and the Cash Management Agreement, the “Transaction Documents”); and
6.3.8 Such other certificates(h) a good standing certificate for Purchaser certified by the Secretary of State of Delaware, documents and instruments dated as Seller Companies reasonably request in connection with of a date within ten calendar days before the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyClosing Date.
Appears in 1 contract
Samples: Purchase Agreement (Nutracea)
Deliveries by Purchaser. At the Closing, Purchaser shall will deliver or cause to Seller Companies the followingbe delivered to Seller:
6.3.1 The (a) the Residential Purchase Price, by wire transfer of immediately available funds to the account specified pursuant to Section 4.1(b);
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (b) (i) a Bxxx of Sale, as Purchaser may deem necessary or desirable to Transfer the certificate of formation of Purchased Assets, duly executed by Purchaser, ; and (ii) that an Assignment and Assumption Agreement, as Seller may deem necessary or desirable for Purchaser to assume the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are trueAssumed Liabilities, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated (c) a certificate of an authorized officer of Purchaser confirming Purchaser’s compliance with the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions condition set forth in Sections 5.2.1, and 5.2.2Section 9.2(a);
6.3.7 Funds Flow Statement (d) a certificate of the President of the Purchaser certifying the resolutions attached to that Certificate authorize the execution of this Agreement and each Ancillary Agreement to which it will be a party at Closing and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein;
(e) each Ancillary Agreement required by this Agreement to be duly authorized and delivered by Purchaser or its Affiliates;
(f) the Transition Services Agreement duly executed and delivered by Purchaser;
(g) the Non-Competition Agreement duly executed by the Purchaser; and
6.3.8 Such (h) such other certificates, documents and instruments as Seller Companies may be reasonably request in connection with required to consummate the transactions contemplated pursuant to by this Agreement and the agreements, documents Ancillary Agreements and transactions contemplated hereby to comply with the terms hereof and therebythereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Commerce Energy Group, Inc.)
Deliveries by Purchaser. At Subject to the terms and conditions hereof, at the Closing, Purchaser shall deliver deliver, or cause to Seller Companies be delivered, the followingfollowing to Seller:
6.3.1 (a) The Purchase Price, by wire transfer of immediately available funds to the account of Seller designated by Seller in writing on or before the Closing Date;
6.3.2 Resolutions adopted by Purchaser authorizing the execution(b) The Assignment and Assumption Agreement, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 (c) Evidence, in form and substance reasonably satisfactory to Seller and its respective counsel, of Purchaser's receipt of (i) the Purchaser's Required Regulatory Approvals specified in clause (i) of the definition thereof, (ii) the Purchaser's Required Consents specified in clause (i) of there definition thereof;
(d) An opinion of counsel to Purchaser to the effect set forth in Exhibit C hereto, subject to customary limitations and qualifications;
(e) A certificateCertificate of Good Standing with respect to Purchaser, as of a recent date, issued by the ACC and the state in which the Facilities are located;
(f) A certificate dated the Closing Date, Date executed by a duly authorized officer of Purchaser certifying as to the satisfaction of the conditions effect set forth in Sections 5.2.1, and 5.2.2SECTION 9.6;
6.3.7 Funds Flow Statement duly (g) Copies, certified by the Secretary or Assistant Secretary of Purchaser, of resolutions authorizing the execution and delivery of this Agreement, each Ancillary Agreement to which Purchaser is a party and the authorization or ratification of all of the agreements and instruments, in each case, to be executed and delivered by PurchaserPurchaser in connection herewith;
(h) A certificate of the Secretary or Assistant Secretary of Purchaser identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute and deliver this Agreement, each Ancillary Agreement to which Purchaser is a party and the other agreements contemplated hereby; and
6.3.8 Such (i) All such other certificatesagreements, documents documents, instruments and instruments as Seller Companies reasonably request in connection with writings required to be delivered by Purchaser at or prior to the transactions contemplated Closing Date pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Deliveries by Purchaser. At Subject to the terms and conditions hereof, at the Closing, Purchaser shall deliver deliver, or cause to Seller Companies be delivered, the followingfollowing to Seller:
6.3.1 (a) The Purchase Price, by wire transfer of immediately available funds to the account of Seller designated by Seller in writing on or before the Closing Date;
6.3.2 Resolutions adopted by Purchaser authorizing the execution(b) The Assignment and Assumption Agreement, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 (c) Evidence, in form and substance reasonably satisfactory to Seller and its respective counsel, of Purchaser’s receipt of (i) Purchaser’s Required Regulatory Approvals, and (ii) Purchaser’s Required Consents;
(d) A certificateCertificate of Good Standing with respect to Purchaser, as of a recent date, issued by the ACC and the state in which the Facilities are located;
(e) A certificate dated the Closing Date, Date executed by a duly authorized officer of Purchaser certifying as to the satisfaction of the conditions effect set forth in Sections 5.2.1, and 5.2.2Section 9.6;
6.3.7 Funds Flow Statement duly (f) Copies, certified by the Secretary or Associate Secretary of Purchaser, of resolutions authorizing the execution and delivery of this Agreement, each Ancillary Agreement to which Purchaser is a party and the authorization or ratification of all of the agreements and instruments, in each case, to be executed and delivered by PurchaserPurchaser in connection herewith;
(g) A certificate of the Secretary or Associate Secretary of Purchaser identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute and deliver this Agreement, each Ancillary Agreement to which Purchaser is a party and the other agreements contemplated hereby; and
6.3.8 Such (h) All such other certificatesagreements, documents documents, instruments and instruments as Seller Companies reasonably request in connection with writings required to be delivered by Purchaser at or prior to the transactions contemplated Closing Date pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller, in form reasonably acceptable to Seller's counsel:
(a) The Cash Portion of the Merger Consolidation as set forth in Section 1.10(i), by check made payable to Seller Companies the following:
6.3.1 The Purchase Priceor by wire transfer of immediately available funds to an account designated by Seller;
6.3.2 Resolutions (b) The Promissory Note, duly executed and issued by Purchaser to Seller;
(c) One or more certificates representing the Purchaser Shares, duly registered on the books of Purchaser in the name of Seller;
(d) True and complete copies of corporate resolutions, certified as of the Closing Date by the Secretary of Purchaser as having been duly adopted by the Board of Directors of Purchaser and in effect on the Closing Date, authorizing the execution, Purchaser's execution and delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyhereby;
6.3.3 (e) A certificate duly executed by the secretary President or the Executive Vice President of Purchaser Purchaser, dated as of the Closing Date, certifying that, to the best of his knowledge and belief after due inquiry, (i) as Purchaser has fully performed, satisfied and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed, satisfied or complied with at or prior to the certificate of formation of PurchaserClosing, and (ii) that all of the resolutions delivered to Seller Companies representations and Parent pursuant to Section 6.3.2 warranties of Purchaser set forth in this Agreement are true, true and correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, as of the Closing Date;
(iiif) as to the incumbency An opinion of certain officers of counsel for Purchaser, and (iv) dated as to of the jurisdictions in which Purchaser is qualified to conduct businessClosing Date, substantially in the form of attached hereto as Exhibit 6.3.3 attached heretoE;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing(g) The Employment Agreement, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate(h) The Stockholders Agreement, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser;
(i) All other items required to be delivered by Purchaser hereunder; and
6.3.8 (j) Such other certificatesdocuments, documents instruments and instruments as Seller Companies reasonably request in connection with certificates relating to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyas Seller shall reasonably request.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metretek Technologies Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to Seller Companies be delivered to Seller, the following:
6.3.1 The (a) the Purchase Price;
6.3.2 Resolutions adopted (b) duly-executed trademark assignment, copyright assignment and patent assignment documents in the forms of Exhibit C hereto for recordal with the USPTO and the Copyright Office, executed by Purchaser authorizing or an Affiliate of Purchaser designated by Purchaser;
(c) duly-executed trademark assignment documents in the execution, delivery forms prepared by Purchaser and performance of this Agreement and reasonably acceptable to Seller to evidence the consummation assignment of the transactions contemplated pursuant to this Agreement and Acquired Trademarks outside of the agreementsUnited States, documents and transactions contemplated hereby and therebyexecuted by Purchaser or an Affiliate of Purchaser designated by Purchaser;
6.3.3 A certificate by the secretary of Purchaser certifying (id) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, a duly-executed domain name assignment in the form of Exhibit 6.3.3 attached heretoF hereto to evidence the assignment of the Acquired Domain Names, executed by Purchaser or an Affiliate of Purchaser designated by Purchaser;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct (e) a Xxxx of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed Sale in the schedules form of Exhibit I hereto, executed by Purchaser or an Affiliate as designated by Purchaser;
6.3.5 The MSA duly (f) the Liz Jewelry Wholesale Agreement, executed by Purchaser;
6.3.6 A certificate, dated (g) the Closing DateMonet Jewelry Wholesale Agreement, executed by Purchaser;
(h) the Occupancy TSAs, each executed by Purchaser;
(i) such general assumptions as Seller may reasonably request, executed by Purchaser, assuming the Assumed Liabilities, in each case in form reasonably agreed upon by Seller’s counsel and Purchaser’s counsel prior to Closing (it being understood, however, that such assumptions shall not require Purchaser or any other Person to make any additional representations, warranties, covenants or agreements, express or implied, not expressly set forth in this Agreement);
(j) a certificate duly executed by a duly authorized officer of Purchaser certifying as to the satisfaction of the conditions condition set forth in Sections 5.2.1, and 5.2.2;Section 4.3(a); and
6.3.7 Funds Flow Statement (k) a certificate duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments a duly authorized officer of Purchaser certifying as Seller Companies reasonably request to the satisfaction of the condition set forth in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebySection 4.3(b).
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to be delivered, to the Seller Companies (unless previously delivered) the following:
6.3.1 The a) One or more wire transfers payable to Seller pursuant to wire transfer instructions delivered or caused to be delivered by Seller to Purchaser prior to or at the Closing in the aggregate amount of the Purchase Price;, provided, that, if the Closing occurs on a Saturday or Sunday, the funds shall be wired to Seller on the following Monday by 12:00 p.m., Eastern Standard Time, and all documents conveyed at Closing shall be held in escrow until the Purchase Price is paid to Seller.
6.3.2 Resolutions adopted b) A duly executed counterpart of the Bxxx of Sale from Purchaser.
c) A duly executed counterpart of the Assignment and Assumption Agreement from Purchaser.
d) Duly executed counterparts from Purchaser of the Related Agreements, including, but not limited to, the following: (i) Transition Services Agreement, (ii) 3PL Agreement, (iii) GM/HBC Amendment, (iv) IP Assignment, and (v) IP License.
e) A duly executed certificate by Purchaser’s Secretary or Assistant Secretary certifying as to the incumbency, and authenticating the signatures of, officers executing this Agreement and the Exhibits to which Purchaser is a party and certificates delivered hereunder on behalf of Purchaser, and certifying as to the adoption and continuing effect of appropriate resolutions authorizing the Purchaser’s execution, delivery and performance of this Agreement and the consummation Exhibits to which Purchaser is a party.
f) A duly executed officer’s certificate from Purchaser stating that all representations and warranties set forth in ARTICLE V remain true and correct in all material respects as of the transactions contemplated Closing Date.
g) A “sale for resale exemption certificate” or any sales and use tax forms which are necessary and permissible in order to obtain available exemptions of the transfer of any Acquired Assets pursuant to this Agreement from sales and use taxes, duly and properly executed and completed by Purchaser, if necessary.
h) A duly executed counterpart of the agreements, documents and transactions contemplated hereby and thereby;Closing Statement from Purchaser.
6.3.3 A certificate by the secretary of Purchaser certifying (i) as a legal opinion from counsel to Purchaser containing the certificate of formation of Purchaser, (iiopinions set forth on Exhibit L hereto.
j) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA A duly executed by First Amendment from Purchaser;.
6.3.6 A certificate, dated the Closing Date, k) such other documents executed by Purchaser certifying as that are expressly required to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated be delivered pursuant to this Agreement and or required to effect the agreements, documents and transactions contemplated hereby hereby, in form and therebysubstance reasonably satisfactory to Seller.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser ------------------------ shall deliver deliver, all duly and properly executed (where applicable):
(a) The payments due on the Closing Date, as provided in Section 1.7 above to Seller Companies be delivered to the following:
6.3.1 The Purchase PriceSellers;
6.3.2 Resolutions adopted by (b) A certified copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant herein;
(c) A favorable opinion from counsel for Purchaser, dated the day of the Closing, to the effect that this Agreement has been duly and legally authorized by all necessary corporate action on the agreementspart of Purchaser, documents has been duly and transactions contemplated hereby legally executed and therebydelivered by Purchaser, and is the valid, enforceable and binding Agreement of Purchaser, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditor's rights generally;
6.3.3 (d) An Employment Agreement with those Stockholders listed on Schedule 1.8(d)(i) attached hereto in the form and content of the Employment Agreement attached hereto as Schedule 1.8(d)(ii); and
(e) A certificate by Lease (the secretary "Lease") for the garages at the Pleasant Hall Property in the form and content of the Lease attached hereto as Schedule 1.8(e). Notwithstanding the foregoing, it is agreed that the Purchaser shall be entitled to substitute a subsidiary or other affiliate of Purchaser certifying as the tenant under the Lease provided that the Purchaser guarantees the substituted tenant's obligations under the Lease.
(f) Evidence, to the reasonable satisfaction of the Sellers, that:
(i) with respect to that indemnity bond posted by Evergreen National Indemnity Company which is more particularly described in Schedule 1.8(f)(i) attached hereto and incorporated herein by reference (the "Evergreen Bond"), either:
A) Purchaser shall have posted or caused the posting of an indemnity bond in substitution of the Evergreen Bond such that the Evergreen Bond shall be released; or
B) Purchaser shall have arranged for the release of those guarantors of the Evergreen Bond listed on Schedule 1.8(f)(i)(B) attached hereto and incorporated herein by reference so that they no longer serve as guarantors of the Evergreen Bond. Purchaser agrees to use its reasonable efforts to obtain the commitment of Evergreen National Indemnity Company to maintain the confidentiality of this transaction as to third parties, prior to negotiating the certificate of formation of Purchaser, above arrangements.
(ii) that Purchaser shall have obtained the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws unconditional release of the state guarantees of those Stockholders and as a foreign entity authorized to do business under the laws of those assets of those Stockholders which currently secure indebtedness of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed Company, all as described on Schedule 1.8(f)(ii) attached hereto and incorporated herein by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyreference.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Stock and Real Estate (Eastern Environmental Services Inc)
Deliveries by Purchaser. At the Closing, Purchaser and Parent shall deliver deliver, or cause to Seller Companies be delivered, to Seller, the following:
6.3.1 The (i) the Purchase PricePrice (including any amounts required to be paid to the Seller in escrow), the Note and the Security Agreement, each duly executed by Purchaser, and the Pledge Agreement and Guaranty, each duly executed by the Parent;
6.3.2 Resolutions adopted by (ii) a certificate from the Secretary of Purchaser authorizing attesting to the incumbency of the officers of Purchaser signing the Transaction documents, to Purchaser’s organizational documents and to the resolutions of Purchaser’s authority regarding the execution, delivery and performance of this Agreement and the consummation other Transaction documents to which Purchaser is a party and the authority of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary officers of Purchaser certifying (i) as to execute the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, same.
(iii) as a certificate from the Secretary of Parent attesting to the incumbency of certain the officers of PurchaserParent signing the Transaction documents, to the Parent’s organizational documents and to the resolutions of Parent’s authority regarding the execution, delivery and performance of this Agreement, the Guaranty and the Pledge Agreement and the other Transaction documents to which Parent is a party and the authority of the officers of Parent to execute the same.
(iv) as to the jurisdictions in which a good standing certificate for Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct Secretary of business and the payment State of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserCalifornia; and
6.3.8 Such (v) a good standing certificate for Parent from the Secretary of State of Delaware;
(vi) evidence satisfactory to Seller that the Parent has secured the Guaranty with a perfected security interest in the capital stock of Purchaser by delivering the original certificates and signed stock powers to Setal 2,LLC; and
(vii) such other certificates, instruments or documents and instruments as Seller Companies reasonably may request in connection with to fully effect the transactions transfer of the Purchased Assets and to confer upon Seller the benefits contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Secured Party Sale Agreement (Us Dry Cleaning Corp)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingSeller:
6.3.1 The (a) the Cash Purchase Price, in immediately available funds, as set forth in Section 3.3 hereof;
6.3.2 Resolutions adopted (b) a duly executed assignment and assumption agreement in a form reasonably acceptable to Purchaser and Seller;
(c) the following agreements, each duly executed by Purchaser: (i) the Transitional Services Agreement; and (ii) the Medical Records Custody Agreement substantially in the form attached hereto as Exhibit C;
(d) the officer’s certificates required to be delivered pursuant to Sections 10.2(a) and 10.2(b);
(e) certificates of good standing of Purchaser and BMC from the State of New York and the State of New Jersey, respectively;
(f) true and complete copies of the certificates of incorporation of Purchaser and BMC and all amendments thereto certified by the State of New York and the State of New Jersey, respectively;
(g) true and complete copies of the bylaws of Purchaser and BMC, each certified by one of its authorized officers;
(h) certificates from authorized officers of Purchaser and BMC that the certificates of incorporation of Purchaser and BMC have not been amended since the date of the certificate described in subsection (f) above, and that nothing has occurred since the date of issuance of the certificate of good standing specified in subsection (e) above, that would adversely affect Purchaser’s or BMC’s corporate existence or good standing;
(i) true and complete copies of the resolutions of the Board of Directors of each of Purchaser and BMC, each certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the consummation of all instruments and documents to be delivered in connection herewith, and the transactions contemplated pursuant to this Agreement hereby by Purchaser and the agreements, documents and transactions contemplated hereby and therebyBMC;
6.3.3 A certificate by (j) certificates from the secretary Secretary of each of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) BMC as to the incumbency and signatures of certain officers each officer of Purchaser, Purchaser and BMC executing this Agreement and any other documents required under this Agreement;
(ivk) as to the jurisdictions in copies of all consents required by Section 10.3(d) for which Purchaser is qualified responsible;
(l) a copy of any notification that Purchaser is required under the Escrow Agreement to conduct business, deliver to the Escrow Agent in order for the Escrow Agent to release the Escrowed Funds to Seller at the Closing;
(m) evidence reasonably acceptable to Seller of Purchaser’s deposit in escrow of such amounts (if any) required by Section 2.5;
(n) in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect event that Seller cannot transfer to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to at the Closing Date as an entity organized under the laws of ambulance services operating certificate or certificates for the state and as a foreign entity authorized to do business under Hospital, the laws of the jurisdictions listed Ambulance Services Agreement in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificateaccordance with Section 2.11, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such (o) such other certificatesdocuments, documents instruments and instruments certificates as Seller Companies may reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyrequest.
Appears in 1 contract
Samples: Asset Purchase Agreement
Deliveries by Purchaser. At the Closing, Purchaser shall deliver (or cause to Seller Companies be delivered) the followingfollowing agreements, documents and other items:
6.3.1 The (a) to the Sellers, the Purchase Price, payable as provided in Section 1.02(b);
6.3.2 Resolutions (b) to the Escrow Agent, the Escrow Amount, payable as provided in Section 1.03;
(c) to the Persons and in the amounts equal to the portion of the Transaction Expenses to be paid to such Persons at the Closing as set forth in the list delivered by the Sellers pursuant to Section 2.02(m), by wire transfer of immediately available funds to the account(s) specified in the list delivered by the Sellers pursuant to Section 2.02(m);
(d) to the lenders identified in the Payoff Letters delivered in accordance with Section 2.02(l), an amount equal to the portion of the Debt to be paid to such lender at the Closing as set forth in such Payoff Letters, by wire transfer of immediately available funds to the account(s) designated in such Payoff Letters;
(e) to the Affiliates of the Company or any Seller, an amount equal to all Debt, accounts payable or other amounts payable to such Person at the Closing as set forth in Schedule 2.03, by wire transfer of immediately available funds to the account(s) designated in Schedule 2.03;
(f) to the Sellers, evidence of registration of that number of shares of Common Stock to be issued to the Sellers in the amounts reflected on Exhibit B, registered in book entry form in the name of such Seller with Purchaser’s transfer agent, Computershare Trust Company, N.A.;
(g) to the Sellers’ Representative, a counterpart of the Escrow Agreement, duly executed by Purchaser and the Escrow Agent;
(h) to the Sellers’ Representative, copies of resolutions adopted by the Board of Directors of Purchaser authorizing and approving the execution, execution and delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Purchaser;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of PurchaserXxxx Xxxxxxx, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws counterpart of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA Employment Agreement, duly executed by Purchaser;
6.3.6 A certificate(j) to Xxxx Xxxxxxx, dated the Closing Date, executed by Purchaser certifying as to the satisfaction a counterpart of the conditions set forth in Sections 5.2.1Restricted Stock Grant Agreement, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates(k) to the Sellers, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreementsa counterpart of each Stock Restriction Agreement, documents and transactions contemplated hereby and therebyduly executed by Purchaser.
Appears in 1 contract
Deliveries by Purchaser. At Concurrently with the Closingexecution of this Agreement, Purchaser shall deliver deliver, or cause to be delivered, to Seller Companies the following:
6.3.1 (i) The Purchase Price, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Seller;
6.3.2 Resolutions adopted (ii) Copies, certified as of the date hereof, by the Secretary or an Assistant Secretary or Director of Purchaser, of (A) the Memorandum and Articles of Association of Purchaser and (B) resolutions of the governing board of Purchaser or its Affiliate PPL Global, LLC authorizing the execution and delivery by Purchaser of this Agreement, and authorizing or ratifying all of the other agreements and instruments to be executed and delivered by Purchaser in connection herewith;
(iii) Copies, certified as of the date hereof, by the Secretary or an Assistant Secretary of the Purchaser Guarantor, of (A) the certificate of formation and limited liability company agreement of the Purchaser Guarantor and (B) resolutions of the board of directors or committee thereof of the Purchaser Guarantor authorizing the executionexecution and delivery by the Purchaser Guarantor of the Purchaser Guaranty (which resolution need not specifically identify the Transaction);
(iv) A certificate, delivery dated as of the date hereof, of the Secretary or an Assistant Secretary or Director of Purchaser identifying the name and performance title and bearing the signatures of the individuals authorized by Purchaser to execute and deliver this Agreement and the consummation of the transactions other agreements and instruments contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyhereby;
6.3.3 A certificate by the secretary of Purchaser certifying (iv) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1date hereof, of the Secretary or an Assistant Secretary of the Purchaser Guarantor identifying the name and 5.2.2title and bearing the signature of the individual authorized by the Purchaser Guarantor to execute and deliver the Purchaser Guaranty;
6.3.7 Funds Flow Statement (vi) The Purchaser Guaranty, duly executed by Purchaserthe Purchaser Guarantor;
(vii) The Consent and Agreement, duly executed by the Company, Purchaser and PPLG; and
6.3.8 Such (viii) Any other certificates, documents or instruments reasonably required by Seller to consummate the Transactions and instruments as Seller Companies reasonably request in connection with requested of Purchaser prior to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebydate hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (PPL Energy Supply LLC)
Deliveries by Purchaser. At Concurrently with the Closingexecution of this Agreement, Purchaser shall deliver deliver, or cause to Seller Companies be delivered, to Sellers the following:
6.3.1 (i) The Purchase Price, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Sellers or by the delivery of a check payable to the Sellers jointly in the amount of the Purchase Price;
6.3.2 Resolutions adopted (ii) Copies, certified as of the date hereof, by the Secretary or an Assistant Secretary or Director of Purchaser, of (A) the Memorandum and Articles of Association of Purchaser and (B) resolutions of the governing board of Purchaser or its Affiliate PPL Global, LLC authorizing the execution and delivery by Purchaser of this Agreement, and authorizing or ratifying all of the other agreements and instruments to be executed and delivered by Purchaser in connection herewith;
(iii) Copies, certified as of the date hereof, by the Secretary or an Assistant Secretary of the Purchaser Guarantor, of (A) the certificate of formation and limited liability company agreement of the Purchaser Guarantor and (B) resolutions of the board of directors or committee thereof of the Purchaser Guarantor authorizing the executionexecution and delivery by the Purchaser Guarantor of the Purchaser Guaranty (which resolution need not specifically identify the Transaction);
(iv) A certificate, delivery dated as of the date hereof, of the Secretary or an Assistant Secretary or Director of Purchaser identifying the name and performance title and bearing the signatures of the individuals authorized by Purchaser to execute and deliver this Agreement and the consummation of the transactions other agreements and instruments contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyhereby;
6.3.3 A certificate by the secretary of Purchaser certifying (iv) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1date hereof, of the Secretary or an Assistant Secretary of the Purchaser Guarantor identifying the name and 5.2.2title and bearing the signature of the individual authorized by the Purchaser Guarantor to execute and deliver the Purchaser Guaranty;
6.3.7 Funds Flow Statement (vi) The Purchaser Guaranty, duly executed by Purchaserthe Purchaser Guarantor;
(vii) The Consent and Agreement, duly executed by the Company, Purchaser and PMDC; and
6.3.8 Such (viii) Any other certificates, documents or instruments reasonably required by Sellers to consummate the Transactions and instruments as Seller Companies reasonably request in connection with requested of Purchaser prior to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebydate hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (PPL Energy Supply LLC)
Deliveries by Purchaser. At In addition to and without limiting any other provision of this Agreement, Purchaser shall deliver, or cause to be delivered, to Seller and the Principals, at or prior to the Closing, Purchaser shall deliver the following in form and substance approved in this Agreement or reasonably satisfactory to Seller Companies Seller, the followingPrincipals and their counsel:
6.3.1 The (a) the Purchase Price;
6.3.2 Resolutions (b) the Purchaser Legal Opinion;
(c) a Secretary's Certificate setting forth the resolutions adopted by the Board of Directors of Purchaser authorizing and directing the execution, delivery and performance of this Agreement and the consummation Chairman of the transactions contemplated pursuant Board/Chief Executive Officer and President of Purchaser to execute and deliver the documents required to be executed and delivered by Purchaser under this Agreement Agreement, which certificate will show the name, office and the agreements, documents signature of each officer of Purchaser authorized to execute and transactions contemplated hereby and therebydeliver such documents;
6.3.3 A certificate by (d) an executed copy of the secretary Xxxx of Purchaser certifying (i) as to the certificate of formation of PurchaserSale, (ii) that the resolutions delivered to Seller Companies Assignment and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoAssumption;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser (e) a certificate dated as of a date not more earlier than seven ten (710) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws Secretary of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying State of Delaware as to the satisfaction good standing of the conditions set forth Purchaser in Sections 5.2.1, and 5.2.2Delaware;
6.3.7 Funds Flow Statement duly (f) an executed by Purchasercopy of each Non-Competition Agreement; and
6.3.8 Such other certificates, documents (g) if the Landlord shall not have consented to the assignment of the Facility Lease to Purchaser and instruments as if Seller Companies reasonably request in connection and Purchaser shall have reached an understanding with respect to the transactions contemplated Facility Lease pursuant to this Agreement Section 8.4 herein, an indemnification and hold harmless by Purchaser of obligations imposed on the agreementstenant under the Facility Lease for the period after the Closing Date in a form mutually and reasonably acceptable to each of the parties hereto after good faith negotiations; PROVIDED, documents HOWEVER, that such indemnification shall be no more extensive than the indemnification required under Section 12.2(a)(vi), nor shall such indemnification be such that it would reduce the indemnification afforded to Purchaser under Section 12.2(b)(xii) herein; PROVIDED, FURTHER, that Seller and transactions contemplated hereby each of the Principals shall cooperate with Purchaser in performing any such obligations under the Facility Lease;
(h) an executed copy of the Employment Agreement;
(i) Six Hundred Thousand and therebyNo/100 Dollars ($600,000) to be used by Seller solely to pay severance benefits to Seller's employees (other than the Principals) whose employment by Seller is terminated as a result of the Closing; and
(j) such other documents, instruments or certificates as shall be reasonably requested by Seller or Seller's counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Todhunter International Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingand Seller Principals, in form reasonably acceptable to Seller and Seller Principals:
6.3.1 (a) The Purchase Cash Delivery Price, as set forth in Section 2.1(a);
6.3.2 Resolutions (b) The Contribution Units, as set forth in Section 2.1(b);
(c) Assumptions of all Assumed Accounts Payable, Assumed Seller Debts, and Assumed Contracts, duly executed by Purchaser;
(d) True and complete copies of resolutions, certified as of the Closing Date by the Secretary of Purchaser as having been duly adopted by Purchaser the Managers and sole Member of Purchaser, authorizing the execution, Purchaser’s execution and delivery and performance of this Agreement and the its consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 (e) A certificate duly executed by the secretary of Purchaser certifying (i) as to the certificate of formation President of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser dated as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed certifying that, to his knowledge, (i) Purchaser has performed, satisfied and complied with, in all material respects, all agreements, obligations, covenants and conditions required by Purchaser certifying as this Agreement to be performed, satisfied or complied with at or prior to the satisfaction Closing, and (ii) all of the conditions representations and warranties of Purchaser set forth in Sections 5.2.1, this Agreement are true and 5.2.2correct in all material respects as of the Closing Date;
6.3.7 Funds Flow Statement (f) The Transition Services Agreement, duly executed by Purchaser; and
6.3.8 Such (g) All other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated items required to be delivered by Purchaser pursuant to any provision of this Agreement and the agreements, documents and transactions contemplated hereby and therebyor any Related Purchaser Document or that are reasonably requested by Seller or Seller Principals.
Appears in 1 contract
Samples: Asset Contribution and Sale Agreement (Powersecure International, Inc.)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingSellers or their designees:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance (a) a wire transfer of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying same day funds (i) as in the amount of the Cash Amount to Sylvan and/or any of its Subsidiaries in accordance with the certificate of formation of Purchaser, allocation schedule prepared in accordance with Section 1.5 and (ii) that in the resolutions delivered amount of $10,000,000 to Seller Companies Ventures;
(b) an executed Assignment and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, Assumption Agreement in the form of attached hereto as Exhibit 6.3.3 attached heretoA;
6.3.4 Certified documentation from (c) a duly executed Xxxx of Sale in the appropriate governmental Authority evidencing form attached hereto as Exhibit C;
(d) the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser Seller Note duly executed by Holdings dated as of a date not more than seven (7) days prior to the Closing Date Date;
(e) an original promissory note representing the Xxxxxx Note, together with an allonge assigning such note to Sylvan;
(f) an executed Sublease for 0000 Xxxxx Xxxxxx in the form attached hereto as Exhibit D;
(g) an entity organized under executed Sublease for 506 S. Central in the laws form attached hereto as Exhibit E;
(h) an executed Sublease for 0000 Xxxxxxxxx Xxxxxx relating to Purchaser in the form attached hereto as Exhibit F;
(i) an executed Shared Services Agreement in the form attached hereto as Exhibit G;
(j) executed Master License Agreements relating to Sylvan's operation of the state UK/France Subsidiaries and Sylvan's operations in Spain, in substantially the form attached hereto as Exhibit H;
(k) a foreign entity authorized First Amendment to do business under the laws of the jurisdictions listed Investors Agreement in the schedules hereto;
6.3.5 The MSA form attached hereto as Exhibit I, duly executed by Purchaser;
6.3.6 A certificate, dated (l) an executed Securities Purchase Agreement in the Closing Date, executed by Purchaser certifying form attached hereto as Exhibit J;
(m) the opinion of counsel referred to in Section 6.3(a) hereof;
(n) the satisfaction of the conditions set forth Officers' Certificates referred to in Sections 5.2.1, 6.3(b) and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser6.3(c) hereof; and
6.3.8 Such (o) such other certificates, documents and instruments as Seller Companies reasonably request in connection with are required to be delivered by Purchaser to the transactions contemplated Sellers pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sylvan Learning Systems Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver (or cause to be delivered) the following to Seller:
(a) the Closing Amount by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing;
(b) the TAF by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing;
(c) a duly-executed counterpart of each of the Leases, together in each case with a duly-completed Electronic Funds Transfer (EFT) Form;
(d) a duly-executed counterpart of each of the Subleases, together in each case with a duly-completed Electronic Funds Transfer (EFT) Form;
(e) a duly-executed counterpart of the Xxxx of Sale;
(f) a duly-executed counterpart of the General Release;
(g) duly-executed Franchise Documents, including a duly-executed Letter of Agreement and, if applicable, appropriate e-Royalty documentation;
(h) evidence reasonably satisfactory to Seller Companies the following:
6.3.1 The Purchase Pricethat Purchaser has complied with its obligations under Section 6.05(a);
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as evidence reasonably satisfactory to Seller that Purchaser has complied with its obligations under Section 6.06;
(j) the certificate Insurance Certificate(s) referred to in Section 6.10;
(k) a resale certificate(s) in form and substance reasonably satisfactory to Seller regarding the Inventory;
(l) a duly-executed counterpart of formation of a closing statement in form and substance satisfactory to Seller, on the one hand, and Purchaser, (ii) that on the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoother hand;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of (m) a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws duly-executed counterpart of the state and as Relationship Agreement;
(n) a foreign entity authorized to do business under the laws duly-executed counterpart of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserDevelopment Agreement; and
6.3.8 Such (o) all such other certificatesdocuments, documents agreements, instruments, writings and instruments certificates as Seller Companies may reasonably request in connection with the transactions contemplated pursuant and that are necessary for Purchaser to this Agreement and the agreements, documents and transactions contemplated hereby and therebysatisfy any of its obligations hereunder.
Appears in 1 contract
Deliveries by Purchaser. At Subject to the terms and conditions hereof, at the Closing, Purchaser shall deliver deliver, or cause to be delivered, the following to Seller Companies the following:(collectively, “Purchaser’s Closing Deliverables”):
6.3.1 (a) The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the executionAssignment and Assumption Agreement, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 (b) Evidence of Purchaser’s receipt of (i) Purchaser’s Required Regulatory Approvals, and (ii) Purchaser’s Required Consents;
(c) A certificateCertificate of Good Standing or equivalent with respect to Purchaser, as of a recent date, issued by the Navajo Nation;
(d) Copies, certified by the Secretary of Purchaser, of corporate minutes or resolutions, as applicable, authorizing the execution and delivery of this Agreement, each Ancillary Agreement to which Purchaser is a party and the authorization or ratification of all of the agreements and instruments, in each case, to be executed and delivered by Purchaser in connection herewith;
(e) A certificate of the Secretary of Purchaser identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute and deliver this Agreement, each Ancillary Agreement to which Purchaser is a party and the other agreements contemplated hereby;
(f) A certificate from Purchaser, executed by an authorized officer, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of effect that the conditions set forth in Sections 5.2.110.1, 10.3 (insofar as it relates to Purchaser’s Required Regulatory Approvals), 10.5 and 5.2.210.7 (insofar as it related to Purchaser’s Required Consents) have been satisfied by Purchaser.
(g) A counterpart duly executed by Purchaser of each Amended Contract (including the Facilities Co-Tenancy Agreement Amendment and the Facilities Operating Agreement Amendment);
6.3.7 Funds Flow Statement (h) Evidence that Purchaser has met the financial requirements required of the Facilities Owners, including any requirements under the Four Corners Financial Assurance Policy;
(i) The CSA Assignment, duly executed by Purchaser;
(j) The CSA Release, duly executed by Purchaser; and
6.3.8 Such (k) All such other certificatesagreements, documents documents, instruments and instruments as Seller Companies reasonably request in connection with writings required to be delivered by Purchaser at or prior to the transactions contemplated Closing Date pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Public Service Co of New Mexico)
Deliveries by Purchaser. (a) At the Closing, Purchaser shall deliver or cause to be delivered to Seller Companies (unless previously delivered), the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as the dollar amount equal to the certificate Base Purchase Price minus the Escrow Amount and the Deposit, by wire transfer of formation of Purchaser, immediately available funds to an account or accounts designated by Seller;
(ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are trueLease Assignments, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate(iii) the Assignment and Assumption Agreement, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser;
(iv) the Sublease, duly executed by Purchaser;
(v) the Trademark Assignment, duly executed by Purchaser;
(vi) the Quitclaim Assignment, duly executed by Purchaser;
(vii) the Transition Services Agreement, duly executed by Purchaser;
(viii) any Transfer Tax statements or affidavits of value, if and as required to be executed by Purchaser;
(ix) such customary affidavits and other documents as Purchaser’s title insurance company may reasonably require from Purchaser as a condition to issuing a standard coverage owner’s policy of title insurance with respect to the Owned Real Property;
(x) the Non-Competition Agreements, duly executed by Purchaser;
(xi) the certificate referred to in Section 7.2(b); and
6.3.8 Such (xii) all other certificatespreviously undelivered documents, documents instruments and instruments as writings required to be delivered by Purchaser to Seller Companies reasonably request at or prior to the Closing Date in connection with the transactions contemplated pursuant to by this Agreement and the agreementsAncillary Agreements.
(b) At the Closing, documents and transactions contemplated hereby and therebyPurchaser shall deliver, or cause to be delivered, to the Escrow Agent the Escrow Amount, to be held by the Escrow Agent in escrow pursuant to the Escrow Agreement.
(c) At the Closing, Purchaser shall provide instructions for the release of the Deposit to Seller.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver (or cause to Seller Companies the followingbe delivered) to Seller:
6.3.1 The (i) the Initial Purchase PricePrice (by wire transfer), as adjusted in accordance with Section 2.2(b), as estimated in accordance with Section 2.2(c); less the amount of any Adjustment Funds to be deposited pursuant to Section 2.2(c), which will be paid to the Escrow Agent;
6.3.2 Resolutions adopted (ii) the certificate of incorporation of Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware;
(iii) a certificate of good standing of Purchaser, issued as of a recent date by the Secretary of State (or other applicable governmental office) of the State of Delaware, and a certificate of good standing of Purchaser issued as of a recent date by the Texas Comptroller of Public Accounts;
(iv) a certificate of the secretary or other appropriate officer of Purchaser, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller: (A) certifying that there have been no amendments to the certificate of incorporation of Purchaser since the date certified under clause (ii); (B) attaching a true and complete copy of Purchaser's bylaws; (C) attaching resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and completehereby, and certifying that such resolutions were duly adopted and they have not been amended rescinded or rescinded, amended; and (iiiD) certifying as to the incumbency of certain the officers of PurchaserPurchaser executing this Agreement or any of the Transaction Documents, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoincluding specimen signatures;
6.3.4 Certified documentation from (v) evidence that all the appropriate governmental Authority evidencing Purchaser Consents have been obtained; and
(vi) the good standingEscrow Agreement, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyEscrow Agent.
Appears in 1 contract
Samples: Stock Purchase Agreement (Consolidated Communications Texas Holdings, Inc.)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver (or cause to be delivered) to Seller Companies and, in the case of Section 2.2(a)(ii) to Rothschild, the following:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation (a) a copy of the transactions contemplated pursuant direction to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying WorldPort's transfer agent to issue (i) as 3,717,500 shares of the Initial Stock to the certificate of formation of Purchaser, Seller or Seller's designee and (ii) that upon WorldPort's receipt from Rothschild of the resolutions delivered Registration Rights Agreement, executed by Rothschild, 382,500 shares of the Initial Stock to Seller Companies and Parent pursuant to Section 6.3.2 are trueShield Trust Limited, correct and completeas nominee of Rothschild, and that such resolutions were duly adopted and have not been amended or rescinded, executed by an authorized officer of WorldPort;
(iiib) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, Registration Rights Agreement in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from A hereto (the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date"Registration Rights Agreement"), executed by WorldPort;
(c) the Indemnification Agreement in the form of Exhibit B hereto (the "Indemnification Agreement"), executed by WorldPort;
(d) a Shareholders' Agreement in the form of Exhibit C hereto (the "Shareholders Agreement") executed by WorldPort and The Heico Companies, LLC;
(e) a Share Assignment Agreement reflecting the transfer of the interests in HGmbH and value attributable thereto (the "HGmbH Share Assignment Agreement");
(f) a Payables Assignment Agreement reflecting the transfer of intercompany payables of HGmbH from Seller to Purchaser certifying as (the "HGmbH Payables Assignment Agreement");
(g) instruments of transfer to the satisfaction extent required in appropriate jurisdictions ("Instruments of the conditions set forth in Sections 5.2.1, and 5.2.2Transfer");
6.3.7 Funds Flow Statement duly (h) an Affiliates Agreement in the form of Exhibit D hereto (the "Affiliates Agreement"), executed by Purchaser; and
6.3.8 Such (i) such other certificatesinstruments, notices or documents and instruments as may be necessary or reasonably requested by Seller Companies reasonably request in connection with to carry out the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyhereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Worldport Communications Inc)
Deliveries by Purchaser. At the ClosingClosing and subject to the terms and conditions hereof, Purchaser shall:
(a) make payment to each Seller of its Seller Consideration in immediately available funds by way of SWIFT Transfers or wire transfers in same-day funds to each such Seller’s Closing Account, without set-off or deduction of any kind, which Seller Consideration shall be held by each Seller in trust for the Purchaser until the Sale Shares agreed to be sold by it to the Purchaser have been transferred to the Purchaser’s depositary account as provided in Section 2.6;
(b) deliver to Seller Companies the following:
6.3.1 The Purchase PriceSellers’ Agents the certificate provided for in Section 3.2(a)(ii);
6.3.2 Resolutions adopted (c) deliver to the Sellers’ Agents a certificate duly executed by each of an officer of Parent and Purchaser attaching copies, certified by authorized officers as true and complete, of the resolutions of the board of directors of Parent and Purchaser approving the Transaction Documents to which they are a party, authorizing and approving the execution, delivery and performance (which performance shall be subject to any Required Regulatory Approvals or corporate consents that are required to be obtained before the Closing Date, and any changes in Law following the Closing Date) of this Agreement the Transaction Documents to which they are a party and the consummation of the transactions contemplated Transactions which are required to be consummated by Parent and Purchaser prior to the Closing Date;
(d) deliver to the Sellers’ Agents a copy of the Merchant Banker Certificate confirming that Purchaser has complied with all the conditions of the Open Offer; and
(e) deliver to the Sellers’ Agents all other documents, instruments, certificates and writings reasonably requested to be delivered by Purchaser and mutually agreed between the Parties prior to the Closing, pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyTransaction Documents.
Appears in 1 contract
Deliveries by Purchaser. At the ClosingClosing (or later, as expressly provided below), Purchaser shall deliver to Seller Companies Stockholders and/or the followingCompany, as applicable, in form reasonably acceptable to Stockholders’ Representative:
6.3.1 (a) The Purchase PriceMerger Consideration in accordance with Section 1.7, provided that the Merger Consideration Shares shall be issued as soon as practicable after the Closing Date by Purchaser’s transfer agent so long as Purchaser irrevocably instructs its transfer agent on the Closing Date to issue such Merger Consideration Shares with greatest expediency, pays all reasonable costs to expedite such issuance by the transfer agent and provides evidence of the same to Stockholders’ Representative;
6.3.2 Resolutions (b) All other Purchaser Documents, duly executed by Purchaser;
(c) A certificate, dated as of the Closing Date, executed by the Secretary of Merger Sub, certifying as to (i) the names and corporate titles of the officers of Merger Sub authorized to execute and deliver this Agreement and the other instruments contemplated hereby, together with the true signatures of such officers; (ii) the resolutions duly adopted by Purchaser the board of directors and the stockholders of Merger Sub authorizing the execution, delivery and performance by Merger Sub of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions other instruments contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted remain in full force and have effect on the Closing Date and not having been amended amended, modified or rescinded, superseded; and (iii) true and correct copies of the Certificate of Incorporation and the By-laws of Merger Sub, as to amended and in effect as of the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoClosing;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7d) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated as of the Closing Date, executed by Purchaser the Secretary of POWR, certifying as to (i) the satisfaction names and corporate titles of the conditions set forth officers of POWR authorized to execute and deliver this Agreement and the other instruments contemplated hereby, together with the true signatures of such officers; (ii) the resolutions duly adopted by the board of directors and the stockholders of POWR authorizing the execution, delivery and performance by POWER of this Agreement and the other instruments contemplated hereby and that such resolutions remain in Sections 5.2.1full force and effect on the Closing Date and not having been amended, modified or superseded; and 5.2.2(iii) true and correct copies of the Certificate of Incorporation and the By-laws of POWR, as amended and in effect as of the Closing;
6.3.7 Funds Flow Statement (e) A certificate duly executed by the President of Purchaser, dated as of the Closing Date, certifying to the full satisfaction and fulfillment of all the conditions specified in Sections 7.1 through 7.9;
(f) The Certificate of Merger, duly executed by Merger Sub;
(g) The duly executed Employment Agreements; and
6.3.8 Such (h) All other certificatesitems, documents and instruments as Seller Companies reasonably request in connection with that are required to be delivered by Purchaser pursuant to any provision of this Agreement or necessary to consummate the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyor that are reasonably requested by Stockholders’ Representative.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller Companies at the followingClosing:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as A wire transfer of federal funds in accordance with Section 2.06 pursuant to the certificate of formation of Purchaser, complete wire transfer instructions delivered by Seller to Purchaser in writing at least one (1) day prior to Closing.
(ii) A certificate of the appropriate public official to the effect that Purchaser is a validly existing corporation in its state of incorporation as of a date not more than ten (10) days prior to the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, Closing Date.
(iii) as to Incumbency and specimen signature certificates signed by the incumbency of certain officers of Purchaser and certified by the Secretary of Purchaser, and .
(iv) as to True and correct copies of (A) the jurisdictions in which Purchaser is qualified to conduct business, in Governing Documents (other than the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, bylaws) of Purchaser as of a date not more than seven ten (710) days prior to the Closing Date as an entity organized under Date, certified by the laws Secretary of State of the state of Purchaser's incorporation and (B) the bylaws of Purchaser as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed certified by Purchaser certifying as to the satisfaction Secretary of Purchaser.
(v) A certificate of the conditions set Secretary of Purchaser (A) setting forth in Sections 5.2.1, all resolutions of the Board of Directors of Purchaser authorizing the execution and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to delivery of this Agreement and the agreements, documents and performance by Purchaser of the transactions contemplated hereby hereby, certified by the Secretary of Purchaser and thereby(B) to the effect that the Governing Documents of Purchaser delivered pursuant to Section 6.03(b)(iv) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date.
(vi) The opinion of Scolaro, Shulman, Xxxxx, Xxxxxx & Xxxxxxxx, P.C., Purchaser's legal counsel, in substantially the form of Exhibit 6.03(b)(vi).
(vii) Such other agreements and documents as Seller may reasonably request.
Appears in 1 contract
Deliveries by Purchaser. At Subject to the terms and conditions hereof, at the Closing, Purchaser shall deliver deliver, or cause to Seller Companies be delivered, the followingfollowing to Seller:
6.3.1 (a) The Purchase Price, by wire transfer of immediately available funds to the account of Seller designated by Seller in writing on or before the Closing Date;
6.3.2 Resolutions adopted by Purchaser authorizing the execution(b) The Assignment and Assumption Agreement, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 (c) Evidence, in form and substance reasonably satisfactory to Seller and its respective counsel, of Purchaser's receipt of (i) the Purchaser's Required Regulatory Approvals specified in clause (i) of the definition thereof, (ii) the Purchaser's Required Consents specified in clause (i) of there definition thereof;
(d) An opinion of counsel to Purchaser to the effect set forth in EXHIBIT C hereto, subject to customary limitations and qualifications;
(e) A certificateCertificate of Good Standing with respect to Purchaser, as of a recent date, issued by the ACC and the state in which the Facilities are located;
(f) A certificate dated the Closing Date, Date executed by a duly authorized officer of Purchaser certifying as to the satisfaction of the conditions effect set forth in Sections 5.2.1, and 5.2.2SECTION 9.6;
6.3.7 Funds Flow Statement duly (g) Copies, certified by the Secretary or Assistant Secretary of Purchaser, of resolutions authorizing the execution and delivery of this Agreement, each Ancillary Agreement to which Purchaser is a party and the authorization or ratification of all of the agreements and instruments, in each case, to be executed and delivered by PurchaserPurchaser in connection herewith;
(h) A certificate of the Secretary or Assistant Secretary of Purchaser identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute and deliver this Agreement, each Ancillary Agreement to which Purchaser is a party and the other agreements contemplated hereby; and
6.3.8 Such (i) All such other certificatesagreements, documents documents, instruments and instruments as Seller Companies reasonably request in connection with writings required to be delivered by Purchaser at or prior to the transactions contemplated Closing Date pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Deliveries by Purchaser. At No later than one (1) Business Day prior to the ClosingClosing Date, Purchaser shall deliver (or cause to be delivered) the following items to the Title Company for the benefit of Seller or WII, as applicable, which items shall be distributed and disbursed by the Title Company to Seller Companies or WII, as applicable, at the followingClosing:
6.3.1 The Purchase Price(a) the Closing Amount by wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the Closing;
6.3.2 Resolutions adopted (b) the TAF by Purchaser authorizing wire transfer of immediately-available funds in accordance with written instructions provided by Seller prior to the execution, delivery and performance Closing;
(c) the Development Fee by wire transfer of this Agreement and immediately-available funds in accordance with written instructions provided by Seller prior to the consummation Closing;
(d) a duly-executed counterpart of each of the transactions contemplated pursuant to this Agreement and the agreementsLeases, documents and transactions contemplated hereby and therebytogether in each case with a duly-completed Electronic Funds Transfer (EFT) Form;
6.3.3 A certificate by (e) a duly-executed counterpart of each of the secretary Subleases, together in each case with a duly-completed Electronic Funds Transfer (EFT) Form;
(f) a duly-executed counterpart of Purchaser certifying the Xxxx of Sale;
(g) a duly-executed counterpart of the General Release;
(h) duly-executed Franchise Documents, including a duly-executed Letter of Agreement, Development Agreement and, if applicable, appropriate eRoyalty documentation;
(i) as a duly-executed counterpart of the Relationship Agreement;
(j) evidence reasonably satisfactory to Seller that Purchaser has complied with its obligations under Section 6.06;
(k) the certificate Insurance Certificate(s) referred to in Section 6.10;
(l) a resale certificate(s) in form and substance reasonably satisfactory to Seller regarding the Inventory;
(m) a duly-executed counterpart of formation of a closing statement in form and substance satisfactory to Seller, on the one hand, and Purchaser, (ii) that on the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaserother hand; and
6.3.8 Such (n) all such other certificatesdocuments, documents agreements, instruments, writings and instruments certificates as Seller Companies may reasonably request in connection with the transactions contemplated pursuant and that are necessary for Purchaser to this Agreement and the agreements, documents and transactions contemplated hereby and therebysatisfy any of its obligations hereunder.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the following:
6.3.1 The Purchase Price;12.4.1. An amended and restated certificate of limited partnership for the Reconstituted Partnership and the Restated Partnership Agreement.
6.3.2 Resolutions adopted 12.4.2. A wire transfer of immediately available federal funds, transferred to the account of RAD GP-145 KOP or to such other person or persons as Sellers jointly shall designate in writing, such wire transfer to be in an amount equal to the Balance required under Section 4.2 hereof, subject to prorations and adjustments as provided in Section 13 below.
12.4.3. Documentation evidencing the full and complete release by each Lender of TRCLP and each Affiliate of TRCLP (other than the Partnership) under any Outstanding Indebtedness and any Outstanding Indebtedness Liability and the consummation of the Collateral Release.
12.4.4. Documentation, in form and substance reasonably satisfactory to Sellers and each Lender, confirming and evidencing the following matters: that Purchaser authorizing is a limited partnership, duly formed, validly existing and in good standing under the laws of the State of Maryland; that Purchaser has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; that the execution, delivery and performance of this Agreement and of all instruments to be executed and delivered by Purchaser hereunder have been duly authorized by all necessary action on the consummation part of Purchaser; and that the transactions contemplated pursuant to individuals executing this Agreement and the agreements, other documents and transactions contemplated hereby instruments referenced herein or otherwise executed and thereby;
6.3.3 A certificate by the secretary delivered in connection herewith on behalf of Purchaser certifying (i) as have the legal power, right and authority to bind Purchaser under the terms and conditions stated herein.
12.4.5. If Purchaser is the party to the certificate of formation of Put Option and the Call Option (as opposed to Purchaser's REIT Entity), (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, a customary legal opinion with respect to both the conduct of business and Purchaser's REIT Entity's Call/Put Guaranty obligations as set forth in the payment of all Taxes, Restated Partnership Agreement.
12.4.6. Such other items required of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed elsewhere herein or as may be reasonably required by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with Sellers to consummate the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale for Partnership Interests (BioMed Realty Trust Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to be delivered, to Seller Companies the followingfollowing items:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (ia) as to the a certificate of formation an appropriate officer of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser dated as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction fulfillment of the conditions set forth in Sections 5.2.1Section 7.3, except as otherwise expressly stated in such certificate;
(b) an insurance certificate or other documents reasonably satisfactory to Seller evidencing that Purchaser has purchased, from reputable insurance companies, the following types of insurance policies applicable to the Company, the Facility and the Property (collectively, the “Insurance Policies”): (i) business liability insurance, (ii) insurance on contents of the Property, including, without limitation, all equipment, work in process, other inventory, installations, improvements, alterations and other items located on the Property or otherwise owned by the Company, (iii) business interruption insurance, (iv) environmental liability insurance, (v) insurance for the Customer Masks as required by the Manufacturing Services Agreement, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such (vi) all other certificates, documents insurance necessary and instruments as Seller Companies reasonably request appropriate in connection with the transactions contemplated Manufacturing Services Agreement;
(c) the Manufacturing Services Agreement, dated as of the Closing Date, duly executed by Purchaser and the Company;
(d) the Process Technology License Agreement, dated as of the Closing Date, duly executed by the Company;
(e) the IP Protection Agreement, dated as of the Closing Date, duly executed by Purchaser and the Company;
(f) the Transition Services Agreement, dated as of the Closing Date, duly executed by the Company;
(g) the FA Lab Services Agreement, dated as of the Closing Date, duly executed by the Company;
(h) evidence reasonably satisfactory to Seller that the Share Purchase Price has been duly paid accordance with Section 1.2(b); and
(i) such further instruments and documents as may be required to be delivered by Purchaser pursuant to the terms of this Agreement and or as may be reasonably requested by Seller in connection with the agreements, documents and closing of the transactions contemplated hereby and therebyor to complete the transfer of the Class A Shares to Purchaser.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver cause to Seller Companies be delivered to Sellers as a condition of Sellers’ obligation to close the transactions contemplated under this Agreement the following:
6.3.1 (a) The Purchase Price;Price by wire transfer (in immediately available funds in New York) to an account identified by Parent.
6.3.2 Resolutions adopted (b) A duly executed copy of the Assumption Agreement.
(c) A certificate signed by the Secretary of Purchaser authorizing certifying as to the (i) organizational documents of Purchaser, (ii) resolutions of the Board of Directors of Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement Ancillary Agreements and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and .
(ivd) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form A certificate signed by a duly authorized officer of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed stating that (1) all of the representations and warranties of Purchaser set forth in this Agreement (which for purposes of this certificate shall be read as though none of them contain any adverse affect or other materiality qualifier) are in all material respects true, accurate and complete as of the Closing Date, except (a) where the failure of the representations and warranties in the aggregate to be true and correct in all respects will not have an material adverse effect on Purchaser and (b) to the extent any representation and warranty is made as of a specified date, in which case such representation and warranty shall be true and correct in all material respects as of such date; (2) all of the agreements and covenants set forth in this Agreement to be performed by Purchaser certifying as prior to the satisfaction Closing Date have, in all material respects, been performed; and (3) all of the conditions precedent to the Closing to be performed by Purchaser as set forth in Sections 5.2.1, Section 7.1 and 5.2.2;Section 7.3 hereof have been satisfied.
6.3.7 Funds Flow Statement (e) A duly executed by Purchaser; andcopy of the License Agreement.
6.3.8 Such other certificates(f) A duly executed copy of the Transition Services Agreement.
(g) In the event Purchaser designates a wholly-owned Subsidiary to purchase the Shares or any Assets, documents and instruments as Seller Companies reasonably request an indemnity agreement under which Purchaser agrees to indemnify Sellers for the failure of any such Subsidiary in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebymeeting its obligations relating thereto.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Interactive Data Corp/Ma/)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the following:
6.3.1 The Purchase Price(a) the Assignment and Assumption Agreement duly executed by Purchaser;
6.3.2 Resolutions adopted by (b) the amount payable to Seller at the Closing pursuant to Section 3.1(b);
(c) a certificate of the secretary or an assistant secretary of Purchaser certifying resolutions of the board of directors of Purchaser approving and authorizing the execution, delivery and performance by Purchaser of this Agreement and its Related Agreements and the consummation by Purchaser of the transactions contemplated pursuant to this Agreement hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Purchaser);
(d) the certificate of incorporation of Purchaser, certified by the Secretary of State of the State of Nevada as of a recent date, and the agreementsby-laws of Purchaser, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate certified by the secretary or an assistant secretary of Purchaser certifying Purchaser;
(ie) as to the a certificate of formation good standing for Purchaser from the State of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) Nevada as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoa recent date;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, (f) tax resale certificates with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA Inventory duly executed by Purchaser;
6.3.6 A certificate(g) the Guarantee Agreement in the form set forth in Exhibit C duly executed by Purchaser;
(h) the Know-How License and Technical Support Agreement in the form set forth in Exhibit D duly executed by Purchaser;
(i) the Side Letter in the form set forth in Exhibit J duly executed by Purchaser;
(j) an opinion, dated the Closing Date, executed by of Xxxxxx Xxxxx LLP, counsel to Purchaser certifying as and an opinion, dated the Closing Date, of XxXxxxxx Carano Xxxxxx XxXxxx Xxxxxx Xxxxxxxxxx & Xxxxx LLP, Nevada counsel to Purchaser, to the satisfaction of the conditions effect set forth in Sections 5.2.1, and 5.2.2Exhibit G;
6.3.7 Funds Flow Statement (k) the Conversion Agreement duly executed by Purchaser; and
6.3.8 Such (l) such other certificates, documents and instruments as Seller Companies may be required by any other provision of this Agreement or any Related Agreement or as may reasonably request in connection with be required to consummate the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyRelated Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hardie James Industries Nv)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver or cause to be delivered to Seller Companies (unless delivered previously) the following:
6.3.1 The (a) a wire transfer of federal or other immediately available funds to one or more accounts designated by Seller in an aggregate amount equal to the Initial Purchase Price, less Two Million Five Hundred Thousand Dollars($2,500,000) (the “Escrow Amount”);
6.3.2 Resolutions adopted (b) a wire transfer of federal or other immediately available funds to one or more accounts designated by Escrow Agent in an aggregate amount equal to the Escrow Amount;
(c) an agreement, in form and substance satisfactory to Seller, pursuant to which Seller is released from all of the Companies’ obligations under the Wxxxxxx Lease with respect to the Wxxxxxx Montague Equipment;
(d) the Transition Services Agreement, duly executed by Purchaser authorizing or one of its Affiliates;
(e) the executionPatent Assignment, delivery duly executed by Purchaser or one of its Affiliates;
(f) an Assignment and Assumption Agreement with respect to the Contracts set forth in Schedule 7.18, duly executed by Purchaser and/or one or more of the Companies;
(g) a release, in form and substance satisfactory to Seller, of Seller’s obligations under that certain Master Lease Guaranty dated July 29, 2005 and made by Seller in favor of Mxxxxxx Lxxxx Capital, a division of Mxxxxxx Lxxxx Business Financial Services, Inc. guarantying the payment and performance of this Agreement and the consummation obligations of HLI Suspension and/or HLI Montague under the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyWxxxxxx Lease;
6.3.3 A (h) an officer’s certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser dated as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, 8.3(a) and 5.2.2(b);
6.3.7 Funds Flow Statement (i) a release from the Companies, in form and substance reasonably satisfactory to Seller and Purchaser, releasing the officers and directors of Seller and the Companies from any claim arising on or prior to the Closing Date;
(j) the Escrow Agreement, duly executed by Purchaser; and;
6.3.8 Such (k) a lease, in form and substance satisfactory to Seller, pursuant to which Seller and/or one or more of its Affiliates leases to Purchaser a portion of Seller’s premises located at 1000 Xxxx Xxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx;
(l) all other documents, certificates, documents and instruments as Seller Companies or writings reasonably request in connection with required to be delivered by Purchaser at or prior to the transactions contemplated Closing pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyor otherwise reasonably required in connection herewith.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hayes Lemmerz International Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingSellers or their designees:
6.3.1 The Purchase Price;
6.3.2 Resolutions adopted by Purchaser authorizing the execution, delivery and performance (a) a wire transfer of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying same day funds (i) as in the amount of the Cash Amount to Sylvan and/or any of its Subsidiaries in accordance with the certificate of formation of Purchaser, allocation schedule prepared in accordance with Section 1.5 and (ii) that in the resolutions delivered amount of $10,000,000 to Seller Companies Ventures;
(b) an executed Assignment and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, Assumption Agreement in the form of attached hereto as Exhibit 6.3.3 attached heretoA;
6.3.4 Certified documentation from (c) a duly executed Bill of Sale in the appropriate governmental Authority evidencing form attached hereto as Exhibit C;
(d) the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser Seller Note duly executed by Holdings dated as of a date not more than seven (7) days prior to the Closing Date Date;
(e) an original promissory note representing the Canter Note, together with an allonge assigning such note to Sylxxx;
(f) an executed Sublease for 1001 Fleet Street in the form attached hereto as Exhibit D;
(x) xx executed Sublease for 506 S. Central in the form attached hereto as Exhibit E;
(h) an entity organized under executed Sublease for 1000 Lancaster Street relating to Purchaser in the laws form attached xxxxxx xx Xxxxxxx X;
(i) an executed Shared Services Agreement in the form attached hereto as Exhibit G;
(j) executed Master License Agreements relating to Sylvan's operation of the state UK/France Subsidiaries and Sylvan's operations in Spain, in substantially the form attached hereto as Exhibit H;
(k) a foreign entity authorized First Amendment to do business under the laws of the jurisdictions listed Investors Agreement in the schedules hereto;
6.3.5 The MSA form attached hereto as Exhibit I, duly executed by Purchaser;
6.3.6 A certificate, dated (l) an executed Securities Purchase Agreement in the Closing Date, executed by Purchaser certifying form attached hereto as Exhibit J;
(m) the opinion of counsel referred to in Section 6.3(a) hereof;
(n) the satisfaction of the conditions set forth Officers' Certificates referred to in Sections 5.2.1, 6.3(b) and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser6.3(c) hereof; and
6.3.8 Such (o) such other certificates, documents and instruments as Seller Companies reasonably request in connection with are required to be delivered by Purchaser to the transactions contemplated Sellers pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Apollo Investment Fund Iv Lp)
Deliveries by Purchaser. At the applicable Closing, Purchaser shall deliver will deliver, or cause to Seller Companies be delivered, to Sellers and Parent (unless previously waived by Parent in writing) all of the following:
6.3.1 The (a) at the First Closing, the Purchase PricePrice in accordance with Section 2.5;
6.3.2 Resolutions adopted (b) at each Closing, a bill of sale, assignment and assumption agreement for the assignment of the First Closing Assets or Second Closing Assets, as applicable, and the assignment and assumption of the applicable Assumed Liabilities, in form and substance reasonably satisfactory to Sellers, duly executed by Purchaser authorizing Purchaser;
(c) at the executionFirst Closing, the First Closing Noncompetition Agreement, duly executed by Purchaser;
(d) at the Second Closing, the Second Closing Noncompetition Agreement, duly executed by Purchaser:
(e) the First Closing the Transaction Bonus Agreements, duly executed by Puxxxxxxx;
(f) the First Closing the Nominee Agreement, duly executed by Puxxxxxxx;
(g) at the First Closing, an assignment of intellectual property, substantially in the form attached hereto as Exhibit D, duly executed by Puxxxxxxx;
(h) at the Second Closing, an assignment of intellectual property, substantially in the form attached hereto as Exhibit E, duly executed by Puxxxxxxx;;
(i) at the First Closing, a limited use license, in form and substance reasonably satisfactory to Sellers, granting Sellers the right to use the names of Sellers sold hereunder for the sole purpose of billing and collecting on Accounts Receivable;
(j) at each Closing, a duly executed manager’s certificate for Purchaser, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to Parent, certifying (i) and attaching all requisite resolutions or actions of its managers approving the execution and delivery and performance of this Agreement Agreement, the Ancillary Agreements and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies conditions set forth in Section 3.3(a), Section 3.3(b) and Parent pursuant to Section 6.3.2 are true, correct and complete3.3(c) have been satisfied, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency and specimen signatures of certain all officers of Purchaser, Purchaser executing this Agreement and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoAncillary Agreements;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the (k) at each Closing, a certificate of good standing, with respect to both the conduct of business and the payment of all Taxes, standing of Purchaser as issued by the Delaware Secretary of a date not more than seven State, dated within ten (710) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the applicable Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such (l) each Closing, such other certificates, instruments and documents and instruments as Seller Companies that Parent may reasonably request in connection with to effectuate the transactions contemplated pursuant to by this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall pay all Cure Amounts to the applicable counterparties and will deliver or cause to Seller Companies be delivered to Sellers the following:
6.3.1 The Purchase Price(i) an amount equal to (i) the Cash Component Price minus (ii) the Xxxxxxx Deposit, as provided in Section 3.1(b);
6.3.2 Resolutions adopted by (ii) a joint written instruction to the Escrow Agent instructing the release of the Xxxxxxx Deposit to Sellers;
(iii) duly executed counterparts of the Assumption Agreement and other Related Agreements;
(iv) a certificate of good standing of Purchaser from the Delaware Secretary of State as to Purchaser, that will be dated not more than ten (10) days prior to the Closing Date;
(v) a certificate of an officer of Purchaser certifying that its Organizational Documents, as certified and as delivered at the Closing, have not been amended or rescinded since the date of such certification and remain in full force and effect at the Closing Date;
(vi) copies of resolutions of the governing body of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated Related Agreements;
(vii) all required Transfer Tax stamps and transfer forms (if any), unless under applicable Law such Transfer Tax stamps or duly stamped transfer forms are only available post-Closing (in which case such Transfer Tax stamps or duly stamped transfer forms shall be delivered to Sellers promptly and in any event no later than five (5) Business Days after receipt thereof by Purchaser); and
(viii) such other duly executed documents, instruments and certificates as may be required to be delivered by Purchaser pursuant to the terms of this Agreement and the agreementsAgreement, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate by the secretary of Purchaser certifying (i) as all in form reasonably satisfactory to the certificate of formation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebySellers.
Appears in 1 contract
Deliveries by Purchaser. At Subject to fulfillment or waiver of the conditions set forth in Section 3.02, at the Closing, Purchaser shall deliver (or cause to be delivered) to Seller Companies originals, or copies if specified, of the followingfollowing agreements, documents and other items:
6.3.1 The Purchase Price(a) the Closing Cash Payment, payable as provided in Section 1.04;
6.3.2 Resolutions (b) a counterpart of the Assignment and Assumption Agreement, duly executed by Purchaser, which shall not include dealer agreements;
(c) counterparts of all agreements, documents and instruments required to be delivered by Purchaser pursuant to any of the Related Agreements, duly executed by Purchaser;
(d) copies of each consent, waiver, authorization and approval required pursuant to Section 3.01(f) of this Agreement;
(e) copies of all the resolutions adopted by the Board of Directors of Purchaser authorizing and approving the execution, execution and delivery and performance of this Agreement and of the Related Agreements to which it is a party and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Purchaser;
6.3.3 A certificate (f) a Certificate of Existence of Purchaser issued by the secretary Secretary of Purchaser certifying State of the State of Indiana, dated within ten (i10) as to calendar days of the certificate Closing;
(g) true and complete copies of formation the certified articles of incorporation of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are including all amendments thereto, certified as true, complete and correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to by the incumbency of certain officers Secretary of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws copy of the state Bylaws of Purchaser, including all amendments thereto, certified as true, complete and as a foreign entity authorized to do business under correct and in full force and effect by the laws Secretary of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A (h) a certificate executed by the Secretary of Purchaser acknowledging delivery by Seller and Coachmen of the items set forth in Section 2.02 of this Agreement; and
(i) a certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated Chief Executive Officer of Purchaser pursuant to Sections 3.01(b) and 3.01(c) of this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall will (x) pay the amounts set forth in Section 2.2 and (y) deliver (unless previously delivered) to Seller Companies the Representative and the Significant Shareholders the following:
6.3.1 (a) The Purchase PriceArticles of Merger, duly executed by Merger Sub;
6.3.2 Resolutions adopted (b) Certificates from appropriate Governmental Authorities as to the existence and good standing of Purchaser and Merger Sub, each dated as of a date within five Business Days before the Closing Date;
(c) The Non-Competition Agreement, duly executed by Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation Company;
(d) The Escrow Agreement, duly executed by Purchaser;
(e) A certificate executed by an officer of Purchaser certifying as of the transactions contemplated pursuant to this Agreement Closing Date that the conditions set forth in Section 8.2(a) and the agreements, documents and transactions contemplated hereby and therebySection 8.2(b) have been satisfied;
6.3.3 (f) A certificate by of the corporate secretary or assistant secretary of Purchaser certifying as of the Closing Date (i) as to a true and complete copy of the certificate articles of formation incorporation of Purchaser, (ii) that a true and complete copy of the bylaws of Purchaser, (iii) a true and complete copy of the resolutions delivered to Seller Companies of the board of directors of Purchaser approving the Merger, this Agreement and Parent pursuant to Section 6.3.2 are true, correct and completethe transactions contemplated by this Agreement, and that such resolutions were duly adopted and have not been amended amended, modified or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached heretoincumbency matters;
6.3.4 Certified documentation from (g) A certificate of the appropriate governmental Authority evidencing the good standing, with respect to both the conduct corporate secretary or assistant secretary of business and the payment of all Taxes, of Purchaser Merger Sub certifying as of a date not more than seven (7) days prior to the Closing Date as an entity organized under (i) the laws articles of incorporation of Merger Sub, (ii) the bylaws of Merger Sub, (iii) a true and complete copy of the state and as a foreign entity authorized to do business under the laws resolutions of the jurisdictions listed in board of directors of Merger Sub approving the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificateMerger, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the transactions contemplated by this Agreement, and that such resolutions have not been amended, modified or rescinded, and (iv) incumbency matters;
(h) All other records, agreements, certificates, instruments, estoppel letters and other documents and transactions contemplated hereby and therebyrequired to be delivered under this Agreement or as reasonably requested by the Representative; and
(i) Any other deliveries described in Section 8.2.
Appears in 1 contract
Samples: Merger Agreement (Aar Corp)
Deliveries by Purchaser. At In addition to delivery of the ClosingClosing Amount to the Escrow Agent, on the Closing Date, Purchaser shall deliver (or cause to be delivered) the following items to Seller:
(a) a duly-executed counterpart of each of the Leases, together in each case with a duly-completed Electronic Funds Transfer (EFT) Form;
(b) a duly-executed counterpart of each of the Subleases, together in each case with a duly-completed Electronic Funds Transfer (EFT) Form;
(c) a duly-executed counterpart of the Xxxx of Sale;
(d) a duly-executed counterpart of the General Release;
(e) duly-executed Franchise Documents, including a duly-executed counterpart of the Letter of Agreement and, if applicable, appropriate e-Royalty documentation;
(f) evidence reasonably satisfactory to Seller Companies the following:
6.3.1 The Purchase Pricethat Purchaser has complied with its obligations under Section 6.05(a);
6.3.2 Resolutions adopted by (g) evidence reasonably satisfactory to Seller that Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyhas complied with its obligations under Section 6.06;
6.3.3 A certificate by the secretary of (h) evidence reasonably satisfactory to Seller that Purchaser certifying has complied with its obligations under Section 6.07;
(i) as the Insurance Certificates referred to in Section 6.11;
(j) a resale certificate(s) in form and substance reasonably satisfactory to Seller regarding the Inventory;
(k) a duly-executed counterpart of a closing statement in form and substance satisfactory to Seller, on the one hand, and Purchaser, on the other hand;
(l) a duly-executed counterpart of the Development Agreement;
(m) an addendum signature page to the certificate of formation of PurchaserRelationship Agreement, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly duly-executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by PurchaserMUY Properties; and
6.3.8 Such (n) all such other certificatesdocuments, documents agreements, instruments, writings and instruments certificates as Seller Companies may reasonably request in connection with the transactions contemplated pursuant and that are necessary for Purchaser to this Agreement and the agreements, documents and transactions contemplated hereby and therebysatisfy any of its obligations hereunder.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall will deliver or cause to be delivered to Seller Companies (unless previously delivered) the following:
6.3.1 The (a) the Purchase PricePrice less the Good Faith Deposit;
6.3.2 Resolutions (b) the Assignment and Assumption Agreement, duly executed by Purchaser;
(c) a Certificate of Good Standing of Purchaser issued by the Secretary of State of the State of Delaware dated within thirty (30) calendar days of the Closing Date;
(d) a copy of resolutions adopted by the manager of Purchaser authorizing and approving the execution, execution and delivery and performance of this Agreement and all agreements and other documents and instruments contemplated hereby and thereby and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect as of the Closing Date by the Secretary of Purchaser;
6.3.3 A certificate by the secretary (e) a copy of Purchaser certifying (i) as to the certificate of formation of Purchaser, including all amendments thereto, certified by the Secretary of State of the State of Delaware dated as of a date within thirty (ii30) that the resolutions delivered to Seller Companies days of Closing and Parent pursuant to Section 6.3.2 are certified as true, complete and correct and complete, in full force and that such resolutions were duly adopted and have not been amended or rescinded, (iii) effect as to of the incumbency of certain officers Closing Date by the Secretary of Purchaser, and (iv) a copy of the limited liability company agreement of Purchaser, including all amendments thereto, certified as to the jurisdictions true, complete and correct and in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business full force and the payment of all Taxes, of Purchaser effect as of a date not more than seven (7) days prior to the Closing Date as an entity organized under by the laws Secretary of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules heretoPurchaser;
6.3.5 The MSA (f) a certificate duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Secretary of Purchaser certifying as to the satisfaction of the conditions matters set forth in Sections 5.2.1, and 5.2.2Section 10.3;
6.3.7 Funds Flow Statement (g) a certificate duly executed by PurchaserPurchaser acknowledging delivery by Seller of the items set forth in Section 2.9; and
6.3.8 Such (h) all other certificatesdocuments, documents instruments and instruments as writings reasonably requested by Seller Companies reasonably request in connection with to be delivered by Purchaser at or prior to the transactions contemplated Closing pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller Companies the followingSeller, in form reasonably acceptable to Seller's counsel:
6.3.1 (a) The Cash Portion of the Purchase PricePrice as set forth in Section 2.1(a)(i) hereof, by cashier's or certified bank check or wire transfer of immediately available funds to an account designated by Seller;
6.3.2 Resolutions (b) The Convertible Note, duly executed by Purchaser;
(c) The First Note, duly executed by Purchaser;
(d) True and complete copies of corporate resolutions, certified as of the Closing Date by the Secretary of Purchaser as having been duly adopted by Purchaser the Board of Directors of Purchaser, respectively, authorizing the execution, Purchaser's execution and delivery and performance of this Agreement and the Related Purchaser Agreements and their consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby;
6.3.3 A certificate (e) Certificates duly executed by the secretary Chairman of Purchaser certifying (i) as to the certificate of formation Board, President or Chief Executive Officer of Purchaser, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser dated as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed certifying that, to the best of their knowledge and belief after due inquiry, (i) Purchaser has fully performed, satisfied and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser certifying as at or prior to the satisfaction Closing, and (ii) all of the conditions representations and warranties of Purchaser set forth in Sections 5.2.1, Section 4 of this Agreement are true and 5.2.2correct as of the Closing Date;
6.3.7 Funds Flow Statement duly executed by (f) An opinion of counsel for the Purchaser, dated as of the Closing Date, substantially in the form attached hereto as Annex II; and
6.3.8 Such (g) All other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated items required to be delivered by Purchaser pursuant to any provision of this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Deliveries by Purchaser. (a) At the Closing, Purchaser shall deliver deliver, all duly and properly executed (where applicable):
(i) The cash portion of the Purchase Price in United States currency by wire transfer to Seller Companies the following:
6.3.1 The Purchase PriceEscrow Agent and MSI as set forth in Section 1.3(a)(ii);
6.3.2 Resolutions adopted by (ii) An executed second deed of trust securing the payment of the Promissory Note with the Cypress Car Wash located at 5022 Lincoln Avenue, Cypress, CA 90630, subordinate to a first morxxxxx xx xx xxxx xxxx $000,000 xxx xxxxng a form and content reasonably acceptable to MSI;
(iii) An executed third deed of trust securing the payment of the Promissory Note with the Locations, subordinate to a first deed of trust in the approximate amount of $3,500,000 and a second deed of trust in the approximate amount of $13,650,000 ,having a total combined principal amount of no more then $17,250,000 and having a form and content reasonably acceptable to MSI and reasonably acceptable to the lenders that hold the deeds of trust superior to the third deed of trust;
(iv) A copy of the resolutions of the requisite members or managers of Purchaser authorizing the execution, execution and delivery and performance of this Agreement and each other agreement to be executed in connection herewith (the resolutions and agreements to be executed in connection herewith by Sellers and/or Purchaser are referred to in this Agreement collectively, as the "Collateral Documents") and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, herein;
(v) Other documents and transactions contemplated hereby and therebyinstruments required by this Agreement, if any;
6.3.3 A certificate by the secretary of Purchaser certifying (ivi) An Assignment and Assumption Agreement in form and substance as to the certificate of formation of Purchaser, attached hereto as Schedule 1.9(a)(vi) (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser"Assignment Agreement"); and
6.3.8 Such other certificates(vii) A Lease Assignment accepting the conveyance of the Companies to Purchaser of each leasehold interest in the Leased Real Property, documents general form and instruments substance, as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyattached as Schedule 1.9(a)(vii) ("Lease Assignment").
Appears in 1 contract
Samples: Asset Purchase Agreement (Mace Security International Inc)
Deliveries by Purchaser. At the Closing, Purchaser shall deliver will make the following deliveries to Seller Companies the followingSeller:
6.3.1 (a) The Purchase Price;first of the Upfront Payments (in the amount of [CONFIDENTIAL TREATMENT], as referred to in Section 3.2.1(a) below.
6.3.2 Resolutions adopted (b) A copy of an executed Consent from each Person from whom such a Consent is required in order for Purchaser to consummate the transactions contemplated hereby or by any of the Ancillary Agreements (including (i) the Consents set forth on Schedule 4 hereto and (ii) Purchaser's Required Consents).
(c) The Seller Supply Agreement executed by Purchaser.
(d) An opinion letter of Pillsbury Winthrop LLP, counsel to Purchaser, to the effect that: (i) Purchaser authorizing is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware; (ii) Purchaser has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (iii) the execution, delivery and performance of this Agreement by Purchaser does not conflict with, or constitute a default under any organizational documents of Purchaser.
(e) A copy of resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated pursuant to this Asset Purchase Agreement and the agreements, documents and transactions contemplated - Retigabine hereby and thereby;thereby (including the purchase of the Assets from Seller by Purchaser).
6.3.3 (f) A certificate compliance certificate, executed by the secretary Purchaser's Chief Executive Officer and President on behalf of Purchaser certifying and dated as of the Closing, to the effect that (i) the representations and warranties made by Purchaser herein are true and correct in all respects as to of the certificate Closing with the same force and effect as if they had been made as of formation of Purchaser, the Closing and (ii) that the resolutions delivered Purchaser has performed all obligations and conditions herein required to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended be performed or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which observed by Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days on or prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 A certificate, dated the Closing Date, executed by Purchaser certifying as to the satisfaction of the conditions set forth in Sections 5.2.1, and 5.2.2;
6.3.7 Funds Flow Statement duly executed by Purchaser; and
6.3.8 Such other certificates, documents and instruments as Seller Companies reasonably request in connection with the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyClosing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Valeant Pharmaceuticals International)
Deliveries by Purchaser. At Subject to the terms and conditions hereof, at the Closing, Purchaser shall deliver deliver, or cause to Seller Companies be delivered, the followingfollowing to Seller:
6.3.1 (a) The Purchase PriceCredit Agreement, the Note, the Collateral Assignment and the Intercreditor Agreement, duly executed by Purchaser; together with UCC-1 financing statements evidencing the security interests of Seller and UCC-3 financing statement amendments evidencing the release of all liens of KeyBank National Association, as Administrative Agent and Collateral Agent and each of the other lenders of Purchaser on the collateral described in the Credit Agreement, the Note, the Collateral Assignment and the Intercreditor Agreement;
6.3.2 Resolutions adopted by Purchaser authorizing (b) The Agreement to Provide Financial Assurance, together with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated pursuant to this Agreement and the agreements, collateral documents and transactions contemplated hereby and therebyrelated thereto;
6.3.3 A certificate by the secretary of Purchaser certifying (ic) as to the certificate of formation of PurchaserThe Assignment and Assumption Agreement, (ii) that the resolutions delivered to Seller Companies and Parent pursuant to Section 6.3.2 are true, correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded, (iii) as to the incumbency of certain officers of Purchaser, and (iv) as to the jurisdictions in which Purchaser is qualified to conduct business, in the form of Exhibit 6.3.3 attached hereto;
6.3.4 Certified documentation from the appropriate governmental Authority evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of Purchaser as of a date not more than seven (7) days prior to the Closing Date as an entity organized under the laws of the state and as a foreign entity authorized to do business under the laws of the jurisdictions listed in the schedules hereto;
6.3.5 The MSA duly executed by Purchaser;
6.3.6 (d) Evidence, in form and substance reasonably satisfactory to Seller and its respective counsel, of Purchaser’s receipt of (i) Purchaser’s Required Regulatory Approvals, and (ii) Purchaser’s Required Consents;
(e) A certificateCertificate of Good Standing or equivalent with respect to Purchaser, as of a recent date, issued by the Navajo Nation;
(f) A certificate dated the Closing Date, Date executed by a duly authorized officer of Purchaser certifying as to the satisfaction of the conditions effect set forth in Sections 5.2.1Section 9.5;
(g) Copies, certified by the Secretary of the Management Committee of Purchaser, of resolutions authorizing the execution and delivery of this Agreement, each Ancillary Agreement to which Purchaser is a party and the authorization or ratification of all of the agreements and instruments, in each case, to be executed and delivered by Purchaser in connection herewith;
(h) A certificate of the Secretary of the Management Committee of Purchaser identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute and deliver this Agreement, each Ancillary Agreement to which Purchaser is a party and the other agreements contemplated hereby;
(i) All documents necessary for Purchaser to become and assume the obligations of a Facilities Owner, including a counterpart to the Facilities Co-Tenancy Agreement, a counterpart to the Facilities Operating Agreement, and 5.2.2a counterpart to the other applicable Facilities Documents, each duly executed by Purchaser;
6.3.7 Funds Flow Statement (j) A counterpart to the Consent Decree;
(k) The Side Letter, duly executed by Purchaser; and
6.3.8 Such (l) All such other certificatesagreements, documents documents, instruments and instruments as Seller Companies reasonably request in connection with writings required to be delivered by Purchaser at or prior to the transactions contemplated Closing Date pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Arizona Public Service Co)
