Deliveries by Seller to Purchaser. On the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser the following:
(a) a certificate or certificates evidencing all of the Shares and the duly executed Warrant;
(b) the certificates and other documents and instruments to be delivered pursuant to Section 6.2 hereof; and
(c) such other closing documents as Seller and Purchaser shall reasonably agree.
Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser and/or one or more of its Designated Affiliates the following:
(a) stock certificates or appropriate certificates of ownership, as applicable, representing all of the Purchased Equity Interests (other than those that are in book-entry form), in each case accompanied by stock powers duly executed in blank or other duly executed instruments of transfer;
(b) one or more bills of sale, substantially in the form of Exhibit B, or local transfer agreements as may be necessary or desirable under applicable Law, or comparable instruments of transfer transferring to Purchaser and/or one or more of its Designated Affiliates all of the Purchased Assets, duly executed by Seller;
(c) limited warranty deeds, substantially in the form of Exhibit C (with such modifications as may be required in the applicable local jurisdiction), with respect to the Owned Real Properties (other than Acquired Company Owned Real Property) and the Timberlands transferred pursuant to Section 1.6 (collectively, the “Deeds”);
(d) duly executed instruments of assignment and assumption of the Real Property Leases to which Seller or any of its Subsidiaries (other than Acquired Companies) is a party, substantially in the form of Exhibit D, subject to Sections 6.3(b) and 10.4(b) (and all other applicable terms of this Agreement);
(e) a receipt duly executed by Seller acknowledging payment of the Closing Date Cash Consideration;
(f) duly executed instruments of assignment or transfer and assumption of the Purchased Intellectual Property other than Computer Software, which is covered by other Sections of this Agreement, substantially in the form of Exhibit E or local assignment agreements as may be necessary or desirable under applicable Law;
(g) the certificates referred to in Section 8.9 signed by a duly authorized officer of Seller;
(h) the resignations of the officers, as corporate officers, and directors of the Acquired Companies set forth on Schedule 3.2(h);
(i) the Transition Agreements, duly executed by Seller;
(j) a certificate of non-foreign status pursuant to Treasury Regulations Section l.1445-2(b)(2) from Seller and each domestic Subsidiary of Seller that transfers Purchased Equity Interests or Purchased Assets pursuant to this Agreement;
(k) a duly executed assignment and assumption agreement or other comparable instrument of assignment and assumption, substantially in the form of Exhibit F, evidencing assu...
Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(a) a certificate executed by the President and a Vice President or the Treasurer of Seller, dated as of the Closing Date, certifying that all representations and warranties of Seller herein contained were true, correct and complete in all material respects when made and are true, correct and complete in all material respects as of the Closing Date (other than any representation or warranty which by its terms is (i) made as of a specified date, which shall be true, correct and complete in all material respects as of such date or (ii) qualified by a reference to materiality or Material Adverse Effect, in which case it as so qualified shall be true, correct and complete in all respects) as if made thereon and that Seller has performed or complied in all material respects with all of the covenants and obligations required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date;
(b) the duly executed Bill of Sale;
(c) the duly executed Assumption Agreemenx;
(d) the Approval Order;
(e) a general warranty deed dated as of the Closing Date, conveying the Purchased Real Property, duly executed by Seller and in form and substance satisfactory to Purchaser;
(f) a pro forma Title Policy or "marked-up" Title Commitment, signed by the Title Company, insuring Purchaser's good and marketable fee simple title to each parcel of the Purchased Real Property and title to all recorded easements, if any, appurtenant to each such parcel of Purchased Real Property, free and clear of all Liens (including, without limitation, any and all of the Title Company's standard exceptions), together with payment of the premiums therefor and all of the Title Company title search, escrow and closing fees;
(g) a Survey of the Purchased Real Property in form and substance acceptable to Purchaser in all respects;
(h) all real property transfer tax declarations and all affidavits and other documents required by the Title Company in connection with the issuance of the Title Policy;
(i) a Patent Assignment with respect to any Patents constituting Transferred Assets in form and substance acceptable to Purchaser in all respects;
Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver to Purchaser the following, duly executed:
(a) a deed with respect to each Fee Property, in the form of a statutory limited warranty or special warranty deed, conveying to Purchaser or Purchaser’s assignee(s) good and marketable title in fee simple to such Fee Property, subject to the Permitted Encumbrances;
(b) a blanket conveyance, xxxx of sale, and assignment conveying to Purchaser or Purchaser’s assignee(s) all improvements, fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, escrow or reserve accounts, if any, bonds, warranties and guaranties, and other items of personal property, both tangible and intangible (excluding cash), owned by Seller, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the applicable Fee Property, excluding, however, any personal property owned or leased by any lessee of the Fee Property and an assignment by Seller and assumption by Purchaser of the Third Party Leases (the “Xxxx of Sale and Assignment and Assumption Agreement”);
(c) the various certificates, instruments and documents referred to in Section 9.2(a)-(b) below;
(d) certified copies of resolutions of the board of governors of Seller, authorizing the transactions contemplated hereby;
(e) a copy of a certificate of good standing of Seller issued by the Minnesota Secretary of State dated as of a date reasonably close to the Closing Date;
(f) a Lease Agreement between Seller, as landlord, and Purchaser, as tenant, for the Leased Property (“Lease”), in form and substance reasonably satisfactory to Purchaser and Seller;
(g) title affidavits, in forms reasonably required by the issuer(s) of commitments for title insurance, to issue title policies to Purchaser insuring its title to the Fee Properties (the “Title Policies”); and
(h) Schedule 8.5(d).
Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver to Purchaser the following, duly executed:
(a) an executed deed with respect to the Real Property (the “Deed”), in the form of a quitclaim deed or comparable deed customary in the state where the property is located, or (if applicable) an assignment in such form as Seller may reasonably prescribe of the ground lease pursuant to which Seller derives its leasehold interest in the Real Property, in either case conveying Seller’s interest to the Real Property without further representation or warranty;
(b) an executed Bill of Sale for the Assets other than the Real Property;
(c) an executed settlement statement showing all components of the Total Consideration and itemizing the closing costs and prorations contemplated by this Agreement (the “Settlement Statement”); and
(d) with respect to Seller, a copy of a certificate of good standing or legal existence from the state where the Location is situated, dated as of a date reasonably close to the Closing Date.
Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver (or cause to be delivered) to Purchaser:
(a) (i) stock certificates representing 10,458,400 of the Transferred Shares (the “Certificated Shares”), together with duly executed share transfer deeds with respect thereto; and (ii) evidence of written instructions to the Seller's broker (Xxxxxxxxxxx) for the transfer of 100,000 of the Transferred Shares (the “Broker Shares”) to a broker account of the Purchaser to be provided by Purchaser prior to Closing.
(b) resignations of the directors and officers of the Company identified on Schedule 5.3(b), effective as of the Closing;
(c) a Form W-8BEN properly executed by Seller;
(d) the Seller Release executed by Seller in the form attached hereto as Exhibit A;
(e) a legal opinion from counsel to Seller opining as to the authorization and legality of the transactions hereunder in the form attached hereto as Exhibit B;
(f) such other instruments and document as are required by any other provisions of this Agreement to be delivered on the Closing Date by Seller to Purchaser;
(g) an irrevocable power of attorney in favor of Purchaser enabling Purchaser to exercise all voting and other rights attaching to the Transferred Shares in the form attached hereto as Exhibit C; and
(h) Seller shall have taken any and all such actions as are necessary to appoint the Designated Directors to the Board of Directors of the Company effective immediately prior to the Closing.
Deliveries by Seller to Purchaser. Section 3.2 of the Agreement is hereby amended to add the following at the end thereof: “Without limiting any of its rights or obligations hereunder, Parent Purchaser directs Seller to deliver those assets acquired hereunder by Parent Purchaser in exchange for the Note directly to Purchaser on behalf of Parent Purchaser.”
Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(a) Certificates representing all of the Class A Shares, each duly endorsed in blank or with a stock power duly endorsed in blank attached to such certificate, duly executed by Seller which will be attached with the stock power and otherwise in proper form for transfer, free and clear of all liens, claims and encumbrances of any nature whatsoever;
(b) Such other instruments and documents as are (i) required by any other provisions of this Agreement or (ii) reasonably necessary, in the opinion of Purchaser or its counsel, to effect the performance of this Agreement by Seller.
Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(a) the Bill xx Sale and Assignment, the Assumption Agreement and warranty bills of sale, lease assignments, contract assignments, vehicle titles and other documents and instruments of sale, assignment, conveyance and transfer as Purchaser may deem necessary or desirable, each as duly executed by Seller;
(b) articles of incorporation of Seller certified by the Secretary of State of the State of Illinois as of a date not earlier than five (5) days prior to the date hereof;
(c) a certificate of the Secretary or Assistant Secretary of Seller, dated as of the date hereof, certifying to (i) the by-laws of Seller, and (ii) resolutions of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;
(d) certificates of good standing for Seller from the State of Illinois and any state where Seller's failure to be qualified to transact business as a foreign corporation would have a material adverse effect on Seller or its business or financial condition;
Deliveries by Seller to Purchaser. At the --------------------------------- Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser the following:
(a) stock certificates representing the Purchased Shares, together with stock powers duly endorsed in blank;
(b) the certificates referred to in Section 9.6 signed on behalf of Seller by an officer of Seller;
(c) the Transition Services Agreement, duly executed on behalf of Seller;
(d) the Technology Transfer Agreement, duly executed on behalf of Seller;
(e) the Software License Agreement, duly executed on behalf of Seller;
(f) the Conversion Agreement by Xxxxxxx XX, duly executed on behalf of Seller;
(g) the Sales Agreements, duly executed on behalf of Seller;
(h) the Escrow Agreement, duly executed on behalf of Seller;
(i) the BioExtend Agreement, duly executed on behalf of Seller;
(j) a Certificate of Good Standing for Xxxxxxx XX issued by the Secretary of State (or comparable official) for the States of Arkansas and Delaware;
(k) a certification of the authority of Seller to execute the documents and complete the transactions contemplated hereunder;
(l) an affidavit and such other information reasonably requested by the title insurance company to issue the Title Insurance Policy;
(m) such other documents and instruments as Purchaser may reasonably request that do not alter the parties' respective obligations hereunder;
(n) the resignations and releases described in Section 7.11; and
(o) the assignment agreement described in Section 2.2.
