Deliveries by Seller and the Company. At the Closing, Seller and the Company shall deliver to Buyer:
(1) the certificate representing the Shares in proper form for transfer to Buyer;
(2) the resignation of the Company’s sole officer and director;
(3) the stock ledger, minute book, corporate seal and books and records of the Company; and
(4) a certified copy of all necessary corporate action approving the Company’s execution, delivery and performance of this Agreement.
Deliveries by Seller and the Company. Seller or the Company shall have delivered to Purchaser the following:
(i) Any original certificates evidencing the Interests which may have been issued to Seller, accompanied by unit powers duly executed in blank, and such other instruments of conveyance as may be acceptable to Purchaser and its counsel;
(ii) A certificate, dated the Closing Date, of an executive officer of each of Seller and the Company confirming the matters set forth in Section 6.3(a) and (b);
(iii) A certificate, dated the Closing Date, of the Secretary or Assistant Secretary of each of Seller and the Company certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of its limited liability company operating agreement, and all amendments thereto; (B) is a true copy of all limited liability company actions taken by it, including resolutions of its board of directors and sole member, authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party;
(iv) The certificate of formation of the Company certified by the Delaware Secretary of State;
(v) The membership interest record book and minute book of the Company;
(vi) The resignations of each member of the board of directors of the Company;
(vii) Certificates of good standing from the appropriate state agencies, dated as of a recent date, certifying that each of Seller and the Company is in good standing in the State of Delaware and in each jurisdiction in which Seller or the Company is qualified to do business as a foreign limited liability company;
(viii) The Letter of Credit;
(ix) The opinion of Xxxxx Xxxxxxx LLP, counsel to the Company and Seller, in the form of Exhibit D and the opinion of in-house or other counsel to the Contingent Guarantor;
(x) An affidavit certifying that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Code;
(xi) Such affidavits and indemnities as may be reasonably required for the issuing title insurance company to issue its final Owners’ Policies of Title Insurance as required pursuant to Section 6.3(i)(xii);
(xii) An Owner’s Policy of Title Insurance with respect to each Facility Site, such expense to be shared equ...
Deliveries by Seller and the Company. At the Closing, Seller and the Company shall deliver or cause to be delivered to Buyer:
Deliveries by Seller and the Company. At the Closing, in addition to any other documents or agreements required under this Agreement, Seller shall deliver to Parent, Products and Merger Sub, as appropriate, the following:
(a) A receipt for the Merger Consideration;
(b) A written statement from each Person holding a Lien, other than a Permitted Lien, upon any of the assets of the Company or upon any Shares, and each creditor of the Company with respect to any Indebtedness, other than the obligation to indemnify Seller for the amount equal to the Debt Repayment Amount, confirming the repayment of such Indebtedness and the release of the Company as of the Closing Date of (i) any such Lien; and (ii) all obligations under any and all Contracts relating thereto;
Deliveries by Seller and the Company. At the Closing, Seller and/or the Company shall deliver or cause to be delivered to Buyer or its attorneys the following items:
(a) One or more certificates representing the Purchase Shares, and one or more certificates representing the Subscription Shares, together with a certified excerpt of the stock ledger of the Company evidencing the registration and the transfer of the Purchase Shares, and the issuance of the Subscription Shares, to the Buyer;
(b) The Articles of Incorporation of the Company, certified as of the most recent practicable date by the Secretary of State of the State of Nevada;
(c) A certificate of the Secretary of State of the State of Nevada as to the good standing as of the most recent practicable date of the Company;
(d) A certificate of the Secretary of the Company certifying as to the Bylaws of the Company;
(e) A certificate from Seller and a certificate from an officer of the Company to the effect that the conditions set forth in Sections 7.3(a) and (b) have been satisfied; and
(f) The books and records of the Company.
Deliveries by Seller and the Company. At the Closing, Seller and the Company shall deliver to Purchaser the following:
(a) Evidence of the registration of the sale of the Membership Interests;
(b) The certificates and other documents required to be delivered pursuant to Section 6.2;
(c) An undated IRS Form 8023 (and any similar form under applicable state or local law) properly executed by Seller in respect of the Section 338(h)(10) Election; and
(d) Such other documents and instruments as may be necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement.
Deliveries by Seller and the Company. At the Closing, Seller and the Company shall deliver to Purchaser the following:
(a) A certificate or certificates representing the Shares, duly endorsed in blank or accompanied by share transfer forms duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed;
(b) The certificate to be delivered pursuant to Section 6.2(c);
(c) Written resignations, effective as of the Closing, of any non-executive directors of the Company and the Company Subsidiaries;
(d) All minute books, stock record books (or similar registries) and corporate (or similar) records and seals of each of the Company and the Company Subsidiaries;
(e) A receipt acknowledging payment of the Purchase Price by Purchaser in full satisfaction of Purchaser's obligations under this Section 1.5 (but subject to any further obligations contained in this Agreement);
(f) The general release and discharge in favor of the Company and the Company Subsidiaries referred to in Section 5.15 (Release of Obligations);
(g) A certificate in form and substance satisfactory to Purchaser that complies with Section 1445 of the Code, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding pursuant to the provisions of the Foreign Investors Real Property Tax Act and specifying therein the facts supporting the exemption; and
(h) Such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, shall be in form and substance reasonably satisfactory to Purchaser.
Deliveries by Seller and the Company. At the Closing, the Company and Seller shall deliver or cause to be delivered to Buyer:
(a) certificates representing all of the Company Interests, to the extent such Company Interests are certificated, duly endorsed in blank, free and clear of all Liens and any other instruments of transfer, duly endorsed in blank, and to the extent not certificated, appropriate instruments of transfer, duly endorsed in blank, in each case, in form and substance reasonably satisfactory to Buyer;
(b) a pay-off letter or pay-off letters (such documents collectively, the “Pay-Off Letters”) duly executed by the holders of all Indebtedness (or their respective agents) that remains unpaid as of immediately prior to the Closing (including under the Parent Credit Agreement), indicating (i) the amounts required in order to pay in full all such Indebtedness (including, for the avoidance of doubt, all of the outstanding obligations guaranteed by the Company in connection with the Parent Credit Agreement) (such amounts collectively, the “Pay-Off Amount”) and (ii) that upon payment of the Pay-off Amount, all outstanding obligations of Seller or the Company, as applicable, arising under or related to such Indebtedness (including in connection with the Parent Credit Agreement) shall be repaid and extinguished in full and that, if applicable, upon receipt of such payment, such Person shall release its Liens and other security interests in, and agree to deliver UCC-3 termination statements and such other documents or endorsements necessary to release of record its Liens and other security interest in, and the same shall be terminated and of no further force and effect, the assets and properties of the Company;
(c) a duly executed amendment to the Note Purchase Agreement, effective as of the Closing, evidencing release from the Guarantee Agreement, releasing any Guarantees of Indebtedness in connection therewith;
(d) a copy of the IVF Media Supply Agreement, in the form of Exhibit D, duly executed by the Company, Xxxx Medical LLC and Xxxxxxx X. Xxxx PTY, LTD., and effective immediately following the Closing;
(e) a copy of an agreement with respect to services that Seller or its Affiliates will continue to provide to the Company, on the one hand, and any services that the Company will provide to Seller or its Affiliates on the other hand, in the form of Exhibit E, duly executed by Seller and the Company and effective immediately following the Closing (the “Transition Services Agreement”);
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Deliveries by Seller and the Company. At the Closing, Seller and the Shareholder shall execute and deliver to Purchaser the following:
(a) a Xxxx of Sale, Assignment and Assumption in the form of Exhibit A hereto (the “Xxxx of Sale”);
(b) the Employment Agreement by and between Purchaser and Xxxx Xxxx in the form of Exhibit B attached hereto (the “Swan Agreement”);
(c) the Employment Agreement by and between Purchaser and Xxxxx Xxxxxxx in the form of Exhibit C attached hereto (the “Xxxxxxx Agreement”);
(d) a representation letter of “no material change” from Seller and Shareholder, and such other documents as may be necessary to effect the consummation of the transactions contemplated by this Agreement.
Deliveries by Seller and the Company. At or prior to the Closing, Seller and/or the Company, as applicable, shall deliver, or cause to be delivered, to Buyer the following:
(a) an assignment of the Company Interests duly executed by Seller in blank form or in favor of Xxxxx;
(b) a counterpart signature page to each Transaction Document to which Seller or the Company is specified to be a party duly executed by a duly authorized representative of Seller or the Company;
(c) a counterpart signature page to the Escrow Agreement duly executed by a duly authorized representative of Seller;
(d) a certificate, duly executed by a duly authorized representative of Seller, certifying that the conditions set forth in Section 9.02(a), Section 9.02(b), Section 9.02(c) and Section 9.02(d) have been satisfied;
(e) written resignations, effective at the time of Closing, of those managers, directors and officers of the Acquired Companies that have been designated by Buyer by written notice to Seller at least ten (10) days prior to the Closing Date;
(f) a valid IRS Form W-9, duly executed by Seller; and
(g) at least three (3) Business Days prior to the Closing and delivered in accordance with Section 2.06(a), the Payoff Letters executed by each holder of Closing Repaid Indebtedness.
