Deliveries by Seller to Buyer. On the Closing Date, Seller shall deliver, or cause to be delivered, to Buyer the following:
(a) a certificate or certificates evidencing all of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and with any requisite stock transfer tax stamps properly affixed thereto;
(b) the certificates, opinions and other documents and instruments to be delivered pursuant to Section 6.1 hereof;
(c) a "good standing" certificate for Seller, each Company and each Company Subsidiary, and a copy of the Certificate of Incorporation and all amendments thereto (or equivalent document) of Seller, each Company and each Company Subsidiary, in each case certified by the Secretary of State (or equivalent authority) of the jurisdiction of incorporation of each such entity, each dated as of a date within five (5) days prior to the Closing Date;
(d) copies of the resolutions of the board of directors (or other similar governing body) of Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements (as defined below) to which it is a party and a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of Seller who executed and delivered this Agreement, any Ancillary Agreement and any other document delivered in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement was at the respective times of such execution and delivery and is now duly elected or appointed, qualified and acting as such officer, and that the signature of each such officer appearing on such document is his or her genuine signature, together with copies of the Restated Articles of Incorporation and By-laws of Seller certified by such officers;
(e) copies of resolutions of the board of directors (or other similar governing body) of each Subsidiary of Seller that is a party to an Ancillary Agreement authorizing the execution, delivery and performance of such Ancillary Agreement or Agreements, and certificates of the secretary or assistant secretary of each such Subsidiary, dated as of the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect, that each officer of such Subsidiary who executed and delivered such Ancillary Agreement and any other document delivered in c...
Deliveries by Seller to Buyer. At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following to Buyer:
(i) a xxxx of sale duly executed by Seller in the form of Exhibit B hereto (the "Xxxx of Sale"), transferring the tangible personal property included in the Purchased Assets;
(ii) an assignment and assumption agreement duly executed by Seller in the form of Exhibit C hereto (the "Assignment and Assumption Agreement") effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;
(iii) an assignment duly executed by Seller in the form of Exhibit D hereto (the "Intellectual Property Assignment"), transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer;
(iv) a sublease agreement duly executed Seller in a form to be mutually agreed upon by Buyer and Seller (the “Sublease”) governing Buyer’s sublease of space in Seller’s facilities which shall be based upon the terms in Exhibit E hereto;
(v) the Seller Closing Certificate;
(vi) the consents from Governmental Authorities or third parties, if any, set forth on Section 3.02(a)(vi) of the Disclosure Schedule and any other material consents in forms reasonably acceptable to Buyer;
(vii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of all Encumbrances listed on Section 3.02(a)(vii) of the Disclosure Schedule; and
(viii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.
Deliveries by Seller to Buyer. At or before the Closing, Seller shall deliver to Buyer the following:
(a) an Assignment and Xxxx of Sale substantially in the form annexed hereto as Exhibit B duly executed by Seller;
(b) resolutions adopted by the shareholders of Seller authorizing Seller to execute and deliver this Agreement and the Assignment and Xxxx of Sale; and
(c) resolutions adopted by the board of directors of Seller authorizing Seller to execute and deliver this Agreement and the Assignment and Xxxx of Sale and to perform its obligations hereunder and thereunder
(d) a certificate of the President of Seller that the representations and warranties of Buyer set forth herein are true and correct on and as of the Closing Date as though such representations and warranties were made as of such date;
Deliveries by Seller to Buyer. Seller shall deliver (or cause to be delivered) the following documents to Buyer, duly executed (as applicable):
(a) The following documents relating to Real Property Interests:
(i) special warranty deeds (the “Deeds”) as to the Real Property Interests owned in fee by Seller, in the form attached hereto as Exhibit A;
(ii) assignments of all easement rights, and other customary conveyancing documents as to the Real Property Interests other than those owned in fee by Seller, in the form attached hereto as Exhibit B; and
(iii) affidavits of Seller as to title and other customary documents reasonably required by a reputable title company to obtain the Title Insurance Policies.
(b) bills of sale and assignments for any Purchased Assets other than the Real Property Interests, in the form attached hereto as Exhibit C;
(c) a certificate of good standing for Seller issued by the Illinois Secretary of State dated not more than five (5) days prior to the Closing Date;
(d) each of the certificates described in Sections 6.2.1 and 6.2.2;
(e) evidence reasonably satisfactory to Buyer that Seller has obtained all of the Seller Required Consents;
(f) the FIRPTA certificate described in Section 9.3;
(g) transfer tax declarations as to the Deeds in customary form required by state and local law, executed by Seller; and
(h) such other documents as Buyer may reasonably request.
Deliveries by Seller to Buyer. At or prior to the Closing, Seller will deliver to Buyer:
2.2.1 Certified copies of all Seller's resolutions pertaining to the authorization of this Agreement and the consummation of the Transactions by Seller;
2.2.2 a duly executed Xxxx of Sale, in substantially the form of Exhibit C hereto, and duly executed assignments and other instruments of transfer sufficient to convey to Buyer title to all the personal property included in the Transferred Assets;
2.2.3 A duly executed closing certificate of Seller contemplated by Sections 3.1.1 and 3.1.2;
2.2.4 Releases, satisfactions or terminations of all mortgages, financing statements or other Encumbrances on any of the Transferred Assets or, in the alternative, an indemnity of Seller with respect to such Encumbrances in form and substance reasonably acceptable to Buyer;
2.2.5 Special warranty deeds covering the Fee Realty and assignments in customary local form covering the other realty and Interests included in the Transferred Assets, including all rights-of-way which are by their terms assignable;
2.2.6 An affidavit in a form complying with Section 1445 of the Code; and
2.2.7 Such other documents and items as are reasonably necessary or appropriate to effect the consummation of the Transactions or which may be customary under local law, including vehicle transfer documentation.
Deliveries by Seller to Buyer. Seller and IHC shall execute, or shall have cause the Company or its Subsidiaries to execute, (where applicable) and deliver to Buyer:
(i) the Ancillary Agreements to which they are a party;
(ii) a certificate in the form attached hereto as Exhibit B dated as of the Closing Date, signed by the secretary of Seller and the secretary of IHC on behalf of Seller and IHC, respectively;
(iii) a certificate in the form attached hereto as Exhibit C executed by an officer of Seller and an officer of IHC to the effect that all of the conditions set forth in Section 7.1(a), (b), (e), (f) and (j) of this Agreement have been satisfied in full;
(iv) certificates of good standing issued by the Secretary of State of the state of incorporation or formation for Seller, IHC, the Company and each of its Subsidiaries, dated not more than five days prior to the Closing Date;
(v) the opinion of Seller's and IHC's legal counsel, dated as of the Closing Date, providing the opinions set forth in Exhibit D in a form customary for transactions of this type;
(vi) the Internal Revenue Service notice set forth in Section 6.11 of this Agreement; and
(vii) such other documents and items as Buyer may reasonably request.
Deliveries by Seller to Buyer. At or prior to the Closing, Seller shall deliver to Buyer:
(a) All certificates, filings and other instruments necessary to consummate the Conversion;
(b) All certificates, filings and other instruments necessary to consummate the Merger;
(c) An executed copy of the LLC Amendment;
(d) An assignment of the Membership Interests executed by Seller;
(e) A copy of the resolution of the Company granting the officers of the Company full authority on behalf of the Company, to enter into this Agreement and to consummate the transactions contemplated hereby;
(f) A copy of the resolution of Seller granting the officers of Seller full authority on behalf of Seller, to enter into this Agreement and to consummate the transactions contemplated hereby; and
(g) All such other certificates, assignments and other instruments as, in the opinion of Buyer’s counsel, are necessary to vest in Buyer good and marketable title to the Membership Interests.
Deliveries by Seller to Buyer. Seller shall deliver to Buyer:
(a) One or more deeds, bills of sale, assignments and other appropriate instruments of conveyance duly executed by Seller, transferring to Buyer all of the Assets in form and substance reasonably satisfactory to Buyer;
(b) A copy of each instrument evidencing any Consent that shall have been obtained prior to Closing;
(c) A certificate of Seller attesting to its fulfillment of the conditions set forth in Section 8.1;
(d) A copy of the resolutions of Seller approving the transactions contemplated by this Agreement; and
(e) Such other documents reasonably requested by Buyer to give effect to the transactions contemplated by this Agreement.
Deliveries by Seller to Buyer. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(a) certificates evidencing the Shares of GBGC to be sold, assigned and transferred to Buyer, including stock powers or other necessary instruments duly executed transferring all right, title and interest to the Shares to the Buyer;
(b) the certificate referred to in Section 6.3(a) hereof;
(c) the certificate referred to in Section 6.3(b) hereof;
(d) the opinion referred to in Section 6.3 (c) hereof;
(e) the License Agreement executed by Seller or Newco, as the case may be, and GBGC;
(f) the commitments and consents contemplated by Section 6.3(d);
(g) the resignations referred to in Section 6.3(f) hereof;
(h) copies of all consents, approvals and waivers required as a condition precedent to the Closing;
(i) The Estimate Certificate;
(j) the originals of deeds, easements, franchises, licenses, contracts and other documents described herein and such keys, access codes, books and records and other items as are necessary for Buyer to enjoy the ownership of GBGC and its Subsidiaries; and
(k) The Visa Agreement and the Marketing Agreement referred to in Section 6.1(f) executed by the Seller.
Deliveries by Seller to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
(a) the certificates evidencing the Shares, and such instruments or documents evidencing the sale, assignment, transfer and conveyance by Seller to Buyer of the Shares and the Limited Partner Interest in accordance with the terms hereof;
(b) the certificates referred to in Section 8.5 hereof;
(c) the certified resolutions of the board of directors of Seller referred to in Section 8.7 hereof;
(d) a certificate of the Secretary or an Assistant Secretary of each of Seller and TPC attesting as to the incumbency and signature of each officer of Seller and TPC, respectively, who shall execute this Agreement and any other Seller Transaction Agreement and certifying as being complete and correct the copies attached to such certificate of the certificate of incorporation and bylaws of TPC and the certificate of limited partnership and agreement of limited partnership of the Partnership, each as in effect on such date;
(e) a certificate of the good standing of TPC and the Partnership in the State of Delaware, and a certificate of qualification of TPC and the Partnership as a foreign entity authorized to do business in each state in which they are so qualified, in each case dated as of a date not earlier than ten (10) days prior to the Closing Date;
(f) satisfactory evidence of the resignation of such of the present directors and officers of TPC as Buyer may require;
(g) a release by Seller in favor of the Company in the form contained at Exhibit C;
(h) an Assignment and Assumption Agreement executed by Seller and the Company in the form contained at Exhibit D; and
(i) an Assignment of Partnership Interest executed by Seller in the form contained at Exhibit E.
