Deliveries by Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of the following:
(a) Certificates representing the Subject Securities, duly endorsed in blank, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Subject Securities.
(b) Duly executed resignations of the members of the board of directors and such officers of the Company as the Buyer shall have requested in writing to the Seller Representative not less than three (3) Business Days prior to the Closing Date.
(c) Constructive possession of the Records of the Company (which may include delivery of all such Records to the headquarters of the Company), provided, however, that the Seller may maintain a copy of such Records for the purpose of supporting backup to tax returns filed by the Seller.
(d) A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date.
(e) An Escrow Agreement, in the form attached hereto as Exhibit 3.1(e) (the “Escrow Agreement”), duly executed by the Seller.
(f) The Consents listed on Exhibit 3.1(f), in a form reasonably satisfactory to the Buyer.
(g) Employment Agreements, in the forms attached hereto as Exhibit 3.1(g)(i) and Exhibit 3.1(g)(ii) (the “Employment Agreements”), duly executed by Xxxxxxx X. Xxxxxxxxxxx and Xxxxx Xxxxxxx respectively.
(h) Evidence of Seller’s procurement of Extended Reporting Period coverage for the Company’s Employment Practices Liability Insurance Policy.
(i) Evidence of payment of all outstanding amounts owed under any third party financing arrangements including but not limited to (i) the Company’s Commercial Line of Credit Agreement and Note Renewal Agreement with Tidelands Bank and (ii) any payables to Affiliates.
(j) A Commercial Real Estate Lease Agreement, in the form attached hereto as Exhibit 3.1(j) (the “Varnfield Lease”), duly executed by Varnfield 125 Properties, LLC.
Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder):
A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans;
B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets;
C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date);
D. The Assets that are capable of physical delivery;
E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10);
F. A certificate duly executed by the Secretary of Se...
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver to Buyer the following:
(a) a Xxxx of Sale in the form of Exhibit A hereto duly executed by Seller;
(b) an Assignment and Assumption Agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller;
(c) Intellectual Property Assignments in the form of Exhibit C hereto duly executed by Seller;
(d) The Escrow Agreement duly executed by Seller;
(e) with respect to each Lease of Seller, if any, an Assignment and Assumption of Lease in form and substance reasonably satisfactory to Buyer (each, an “Assignment and Assumption of Lease”) duly executed by Seller;
(f) the Power of Attorney contemplated by Section 6.9 duly executed by Seller and the Power of Attorney contemplated by Sections 7.7(c) duly executed by Seller;
(g) the Seller Closing Certificate;
(h) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller that is selling Purchased Assets to Buyer pursuant hereto;
(i) a duly executed Share Transfer Agreement; and
(j) such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets.
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver to Buyer the following:
(a) a Xxxx of Sale in the form of Exhibit A hereto duly executed by Seller;
(b) an Assignment and Assumption Agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”) duly executed by Seller;
(c) such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets;
(d) the Power of Attorney contemplated by Section 4.20(e) duly executed by Seller and the Power of Attorney contemplated by Section 6.8(c) duly executed by Seller;
(e) the Seller Closing Certificate;
(f) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller;
(g) the Escrow Agreement duly executed by Seller;
(h) the written opinion of Seller’s counsel, dated as of the Closing Date, in the form of Exhibit D hereto; and
(i) the Transition Services Agreement duly executed by Seller.
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver to Buyer the following:
(a) an Escrow Agreement in a form reasonably satisfactory to the parties (the “Escrow Agreement”), duly executed by Seller;
(b) a Xxxx of Sale in a form reasonably satisfactory to the parties, duly executed by Seller;
(c) an Assignment and Assumption Agreement in a form reasonably satisfactory to the parties (the “Assignment and Assumption Agreement”), duly executed by Seller;
(d) an Intellectual Property License Agreement in the form of Exhibit A (the “Intellectual Property License Agreement”) hereto duly executed by Seller;
(e) with respect to each parcel of Real Property, a special warranty deed (the “Special Warranty Deed”) in a form reasonably satisfactory to the parties, duly executed by Seller;
(f) such other good and sufficient instruments of transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets;
(g) the Seller Closing Certificate; and
(h) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations duly executed by Seller.
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver the following:
(a) Four (4) original counterparts of an Assignment, Xxxx of Sale and Conveyance in the form of Exhibit F hereto (the “Assignment and Xxxx of Sale”) duly executed by Seller and acknowledged;
(b) Two (2) original counterparts of Special Warranty Deeds each in the Form of Exhibit G hereto (the “Deed”) conveying title to the Field Office Tract, the Disposal Well Tract and the Compressor Site Tract each of which are described in Exhibit A to Buyer;
(c) the various certificates, documents and instruments referred to in Section 7.2;
(d) executed copies of mutually acceptable transfer orders or letters-in-lieu, government approved assignment forms to be prepared by Buyer;
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser, the following items:
(a) the duly executed certificates referred to in Section 7.3(a), Section 7.3(b) and Section 7.3(h);
(b) all other Transaction Documents duly executed by Seller;
(c) certificates representing the Stock, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank, free and clear of all Liens;
(d) the UCC Termination Statements referred to in Section 7.3(d);
(e) the FIRPTA Certificate referred to in Section 7.3(e);
(f) the consents and waivers referred to in Section 7.3(g);
(g) the resignations referred to in Section 7.3(i); and
(h) all other previously undelivered documents that Seller is required to deliver to Purchaser pursuant to this Agreement.
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser, the following items:
(a) the certified resolutions referred to in Section 7.4;
(b) the consents listed on Schedule 7.3;
(c) certificates representing all of the Stock, duly endorsed for transfer, pursuant to Section 2.1 free and clear of all Liens;
(d) written evidence of the resignations required pursuant to Section 7.7; and
(e) all other previously undelivered documents that Seller is required to deliver to Purchaser pursuant to this Agreement.
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver the following items to Buyer (and in the case of Section 3.2.2, to the Gabelli Stockholders):
3.2.1 The executed Note;
3.2.2 An executed copy of this Agreement;
3.2.3 An executed copy of the Registration Rights Agreement;
3.2.4 An opinion of Seller's legal counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto; and
3.2.5 An executed copy of the Letter of Credit (as defined below).
Deliveries by Seller at the Closing. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser, the following items:
(a) The duly executed officer's certificates and certified resolutions referred to in SECTIONS 8.1, 8.2 and 8.13;
(b) The consents listed on SCHEDULE 3.4;
(c) The legal opinions referred to in SECTION 8.11; and
(d) all other previously undelivered documents that Seller is required to deliver to Purchaser pursuant to this Agreement.
