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;
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Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered to Purchaser (except insofar as the conditions related to such delivery have been waived by Purchaser:):
(a) all such certificates, assignments and other documents and instruments of sale, assignment, conveyance and transfer, as Purchaser or its counsel may reasonably deem necessary or desirable to effect the transfer of the Purchased Assets to Purchaser;
(b) the certificate of incorporation of Seller, as amended, certified as of a date not earlier than twenty (20) days prior to the Closing Date by the Secretary of State of the State of Delaware;
(c) a certificate of the Secretary or an Assistant Secretary of Seller certifying to: (i) the by-laws, as amended, of Seller; (ii) resolutions of the board of directors of Seller authorizing and approving the execution, delivery and performance by Seller of this Agreement and any agreements, instruments, certificates or other documents executed by Seller pursuant to this Agreement; and (iii) incumbency and signatures of the officers of Seller;
(d) certificates of good standing, dated as of a recent date, for Seller from any state where Seller is required to be qualified to do business and bring down certificates of good standing in each of such jurisdictions dated the Closing Date;
(e) a certificate executed by the President and a Vice President or the Treasurer of Seller, Seller dated as of the Closing Date, certifying that all representations and warranties of Seller herein contained that are qualified as to materiality were true, correct and complete in all respects when made and are true, correct and complete in all respects as of the Closing Date as if made thereon (and to the extent that any representation or warranty herein contained refers to "the date hereof," such date shall be deemed to be the Closing Date) and those not so qualified 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 as if made thereon (other than and to the extent that any representation or warranty which by its terms is (i) made as of a specified date, which herein contained refers to "the date hereof," such date shall be truedeemed to be the Closing Date), 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 an executed original of each consent required to each parcel of the Purchased Real Property and title be obtained pursuant 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 exceptionsSection 6.1(d), together with payment of the premiums therefor and all of the Title Company title search, escrow and closing fees;
(g) a Survey of all amendments or supplements to the Purchased Real Property in form and substance acceptable schedules made by Seller pursuant to Purchaser in all respectsSection 5.4;
(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 PolicyNon-Competition Agreements;
(i) a Patent Assignment with respect to any Patents constituting Transferred Assets in form and substance acceptable to Purchaser in all respectsthe Employment Agreement;
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Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(a) the Xxxx of Sale as duly executed by Seller, together with all such other documents and instruments of sale, assignment, conveyance and transfer, as Purchaser reasonably may deem necessary for the conveyance of the Purchased Assets to Purchaser;
(b) the certificate of formation of Seller certified by the Secretary of State of the State of Delaware as of a date not earlier than twenty (20) days prior to the Closing Date;
(c) a USCG Xxxx of Sale as duly executed by Seller for each YBL Vessel;
(d) the Assumption Agreement as duly executed by Seller;
(e) a certificate executed by of good standing for Seller from the President States of Alaska and Delaware;
(f) a Vice President or certificate of the Treasurer manager of Seller, dated as of the Closing Date, certifying to (i) the certificate of formation and Limited Liability Company Agreement of Seller; (ii) resolutions of the sole member of Seller approving the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the Transactions; ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION and (iii) incumbency and signatures of the officers of Seller executing the Transaction Documents delivered by Seller in connection herewith;
(g) a certificate executed by the manager of Seller, dated as of the Closing Date, certifying (i) updated copies of each of the Schedules referred to in Article III and (ii) that all representations and warranties of Seller herein contained were true, correct and complete in all material respects when made and are true, correct true 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 covenants, agreements 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 Policyeach consent obtained pursuant to Section 10.3(b);
(i) all releases necessary to terminate and discharge any and all Liens on the Purchased Assets;
(j) terminations of the NVLC Vessel Charters, including a Patent Assignment with respect waiver by each of the parties thereto of any rights it may have thereunder against Purchaser;
(k) a certificate, pursuant to any Patents constituting Transferred Assets Section 1445 of the Code, dated the Closing Date in form and substance reasonably acceptable to Purchaser Purchaser; and
(l) such other instruments and documents as are: (i) required by any other provisions of this Agreement to be delivered on or before the Closing Date by Seller to Purchaser; or (ii) reasonably necessary, in all respects;the opinion of Purchaser, to evidence the performance by Seller of its obligations under this Agreement.
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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 patents and patent applications constituting Transferred Assets in form and substance acceptable to Purchaser in all respects;; and
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Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(a) certificates representing all of the Shares, which certificates shall be either duly endorsed or accompanied by stock powers duly endorsed, together with evidence satisfactory to Purchaser that any Lien on such Shares has been released or terminated;
(i) the articles of incorporation of the Company certified by the Secretary of State of the State of Wisconsin as of a date not earlier than fifteen (15) days prior to the Closing Date and (ii) the by-laws of the Company and a list of all of the Company's officers and directors certified by the Secretary or an Assistant Secretary of the Company as of the Closing Date;
(c) certificate of status for the Company from the State of Wisconsin and a certificate of good standing from each state where the Company's failure to be qualified to transact business as a foreign corporation would have a material adverse effect on the Company or its business or financial condition;
(d) the legal opinion of Kirkxxxx & Xllix, xxunsel for Seller and the Company, in form and substance reasonably satisfactory to Purchaser;
(e) 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 true 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 covenants, agreements and obligations required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date;
(bf) the duly an executed Bill original of Saleeach consent required to be obtained pursuant to Section 5.1(d);
(cg) all releases necessary to terminate and discharge any and all Liens on the duly executed Assumption AgreemenxShares and the Company's assets (other than Permitted Liens);
(dh) withholding certificates, in the Approval Order;
(e) a general warranty deed dated as form of the Closing Date, conveying the Purchased Real PropertyExhibit 7.3(h), duly executed by Seller and in form and substance satisfactory to Purchaserthe Company;
(fi) 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 evidence 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 resignations of all Liens (including, without limitation, any directors and all officers 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;
(gj) a Survey evidence of the Purchased Real Property repayment in form full or release of the aggregate amount of all loans due and substance acceptable to Purchaser in all respectsowing between the Company and Seller or any of the Company's Affiliates, employees, officers or directors;
(hk) all real property transfer tax declarations a GAP undertaking, ALTA statement and all affidavits and other documents required deemed reasonably necessary by the Title Company in connection with the issuance for purposes of delivering the Title Policy;
(il) a Patent Assignment evidence satisfactory to Purchaser that all guarantees, indemnifications, contributions, tax sharing agreements, liens or similar obligations entered into by the Company for any obligation of Seller or any of its Affiliates (including with respect to any Patents constituting Transferred Assets equity or debt financing of Seller or its Affiliates) have been cancelled or terminated; and
(m) such other instruments and documents as are: (i) required by any other provisions of this Agreement to be delivered on the Closing Date by Seller to Purchaser; or (ii) reasonably necessary, in form and substance acceptable the opinion of Purchaser, to Purchaser in all respects;evidence the performance by Seller of its obligations under this Agreement.
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Deliveries by Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered to PurchaserPurchaser the following:
(a) a certificate representing the Company Shares, duly endorsed in blank or with duly executed stock powers attached thereto;
(b) a certificate of Seller, executed by the President and a Vice President or the Treasurer an authorized officer of Seller on behalf of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, to the effect that (i) all representations and warranties of Seller in this Agreement are true and correct 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 and complied in all material respects with all of the covenants agreements and obligations required to be performed and complied with by Seller at or prior to Closing contained in this Agreement, (iii) there has not been any Company Material Adverse Effect since December 31, 1996 and (iv) no action or proceeding by or before any Governmental Body or Federal or state court of competent jurisdiction has been instituted or threatened (and not subsequently dismissed, settled or otherwise terminated) which would restrain, prohibit or invalidate the transactions contemplated by this Agreement or result in a Company Material Adverse Effect, other than an action or proceeding instituted or threatened by Purchaser or any of its Affiliates;
(c) evidence satisfactory to Purchaser in its reasonable discretion that all material consents, approvals, waivers and authorizations required to be obtained, and all material filings or notices required to be made, prior to consummation of the transactions contemplated by this Agreement, in each case as set forth on SCHEDULE 7.2(C) hereto, have been obtained from and made with all required Governmental Bodies and Persons and are in full force and effect;
(d) certified copies of (i) the resolutions of the Board of Directors of each of Seller, the Company and the Affiliated Parties, in full force and effect on the Closing Date, authorizing the execution, delivery and performance of this Agreement and each other agreement required pursuant to this Agreement to be performed delivered by Seller, the Company or complied any of the Affiliated Parties, respectively (provided, that with respect to the Company, such resolutions shall relate only to the Liabilities Assignment and the Receivables Assignment), (ii) the articles of incorporation of the Company, together with all amendments thereto, certified by Seller on or the Secretary of State of Iowa as of a date not more than thirty (30) days prior to the Closing and certified by the Secretary of the Company as in effect on the Closing Date, and (iii) the bylaws of the Company, together with all amendments thereto, certified by the Secretary of the Company as in effect on 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 an opinion letter or letters dated as of the Closing DateDate from in-house counsel to Seller, conveying the Purchased Real Property, duly executed by Seller Company and the Affiliated Parties covering those matters set forth in form and substance satisfactory to PurchaserEXHIBIT J attached hereto;
(f) a pro forma Title Policy or "marked-up" Title Commitmentthe Service Agreement, signed executed and delivered by Seller and 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 feesAffiliated Parties thereto;
(g) a Survey of the Purchased Real Property in form Tax Matters Agreement, executed and substance acceptable to Purchaser in all respectsdelivered by Seller;
(h) all real property transfer tax declarations the Executive Services Agreement, executed and all affidavits and other documents required delivered by the Title Company in connection with the issuance of the Title PolicySeller;
(i) a Patent the Registration Rights Agreement, executed and delivered by Seller;
(j) the Liabilities Assignment and the Receivables Assignment, executed and delivered by Seller and the Company;
(k) certificates of incumbency and specimen signatures of the signatory officers of the Seller, the Company and the Affiliated Parties;
(l) the Sublease Amendment executed and delivered by Seller;
(m) intentionally omitted;
(n) good standing certificates with respect to any Patents constituting Transferred Assets the Company as of a date not more than sixty (60) days prior to the Closing Date issued by the Secretary of State of Iowa and of the comparable official of each other state in form which the Company is qualified to do business;
(o) resignations of all of the officers and substance acceptable directors of the Company;
(p) the corporate minute books, stock transfer records and corporate seal of the Company;
(q) evidence satisfactory to Purchaser in all respects;its reasonable discretion that Seller has caused the Company and its employees to cease participation in the Seller Plans and Other Arrangements as of the Closing; and ### (r) such other documents as Purchaser may reasonably request.
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