Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following: (1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets; (2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a); (3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale; (4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction; (5) a receipt for the Cash Purchase Price; (6) all Consents received by Seller through the Closing Date; (7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and (8) such other documents as Buyer may reasonably request.
Appears in 6 contracts
Samples: Option Agreement (Mission Broadcasting Inc), Option Agreement (Mission Broadcasting Inc), Option Agreement (Nexstar Broadcasting Group Inc)
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s 's board of directors and stockholders (or similar Persons) authorizing Seller’s 's consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Appears in 3 contracts
Samples: Option Agreement (Nexstar Broadcasting Group Inc), Option Agreement (Nexstar Broadcasting Group Inc), Option Agreement (Nexstar Broadcasting Group Inc)
Deliveries by Seller. At the Closing, Seller shall deliver deliver, or cause to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitationdelivered, the following:
(1a) one or more bills of sale or to Buyer, an assignment substantially in the form attached as Exhibit B executed by Seller and such other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying documentation as is reasonably required to transfer the Station AssetsSecurities to Buyer;
(2b) any releases of Liens that are necessary in order to transfer Buyer, the Station Assets in the manner contemplated by certificate to be delivered pursuant to Section 1.4(a7.2(e);
(3c) to Buyer, the certificate to be delivered pursuant to Section 7.2(g);
(d) to Buyer, resignation letters of each Officer and Manager of the Company, duly executed by each such Officer and Manager, or other evidence reasonably satisfactory to Buyer that such Officer or Manager of the Company has been removed from such position;
(e) to Buyer, signatory change cards for each of the accounts of the Company listed on Section 4.24 of the Company Disclosure Schedule duly executed by each authorized signatory for the applicable account;
(f) to Buyer, a counterpart to the Escrow Agreement duly executed by Seller (with a copy also delivered to the Escrow Agent);
(g) to Buyer, a transition services agreement substantially in the form attached as Exhibit D duly executed by Seller;
(h) to Buyer, a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Saleappropriate governing body of Seller authorizing and approving the execution, delivery and performance of this Agreement and all other Transaction Documents to which Seller shall be a party;
(4i) to Buyer, a certificate as to the existence and/or of good standing or the equivalent of Seller issued by recent date for the Secretary Company from its jurisdiction of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdictionorganization;
(5j) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificateBuyer, each of the representations and warranties of Specified Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing DateAssignments; and
(8) such other documents as Buyer may reasonably requestk) to ENLC, a counterpart to the Registration Rights Agreement, duly executed by Seller.
Appears in 2 contracts
Samples: Securities Purchase Agreement (EnLink Midstream Partners, LP), Securities Purchase Agreement
Deliveries by Seller. At the Closing, Seller shall deliver will deliver, or cause to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory delivered, to Buyer and its counsel in order to effect the Sale, including, without limitation, Purchaser the following:
(1a) one or more bills of a bill xx sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases in form and other contracts) conveying the Station Assetssubstance reasonably acceptable to Purchaser;
(2b) any releases a lease assignment and estoppel certificate with respect to each Real Property Lease, each in recordable form;
(c) instruments of Liens that are assignment with respect to the Intangible Assets, each in recordable form;
(d) documents evidencing the transfers of all motor vehicles and registrations;
(e) such other instruments of conveyance and transfer as will be necessary to vest in order Purchaser good and valid title to transfer the Station Assets Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances;
(f) the officers' certificates referred to in the manner contemplated by Section 1.4(aSections 9.1(d) and 9.1(e);
(3g) a certified copy an opinion of counsel in substantially the resolutions or proceedings form of Seller’s board of directors and stockholders (or similar PersonsExhibit 3.2(g) authorizing Seller’s consummation of the Saleattached hereto;
(4h) an executed Registration Rights Agreement in substantially the form of Exhibit 3.2(h) attached hereto (the "REGISTRATION RIGHTS AGREEMENT");
(i) executed counterparts of all Required Consents and Required Permits;
(j) all Books and Records;
(k) a certificate as to dated within ten business days of the existence and/or good standing of Seller issued by Closing from the Secretary of State of each Minnesota (or other proper state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, official) certifying as to the Seller's good standing and/or qualification of Seller in such jurisdictionstate;
(5l) a receipt for the payment of the Closing Cash Purchase Price;Payment and the delivery of the Option Agreement; and
(6m) all Consents received other previously undelivered documents, instruments and writings required to be delivered by Seller through to Purchaser at or prior to the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Inspire Insurance Solutions Inc), Asset Purchase Agreement (Inspire Insurance Solutions Inc)
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, Purchaser the following:
(1a) one or more bills a bxxx of sale in substantially the form attached hereto as Exhibit E (the “Bxxx of Sale”), duly executed by Seller;
(b) the Equipment Lease, duly executed by Seller;
(c) evidence, in form and substance reasonably satisfactory to Purchaser, that all consents, notices and authorizations necessary to transfer the Acquired Assets to Purchaser have been obtained or other instruments given;
(d) assignment agreements for the transfer of all Business Intellectual Property, including assignments of FCC Authorizations, call letters, service marks, leases any patented or registered Business Intellectual Property and other contracts) conveying the Station Assetsany applications therefor;
(2e) any releases other instruments of Liens that are necessary transfer reasonably required by Purchaser to evidence the transfer of the Acquired Assets to Purchaser, in order to transfer the Station Assets in the manner contemplated each case duly executed by Section 1.4(a)Seller;
(3f) a certified copy of the resolutions or proceedings certificate of Seller’s secretary certifying (i) resolutions of the board of directors of Seller and stockholders (or similar Persons) authorizing Seller’s consummation resolutions of the Saleequityholders of Seller approving this Agreement and the transactions contemplated hereby and (ii) the bylaws of Seller, as amended and/or restated;
(4g) a certificate copy of Seller’s Certificate of Incorporation, certified as to the existence and/or good standing of Seller issued a recent date by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;Delaware; and
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7h) a certificate of good standing or comparable certificate for Seller to as of a recent date from the effect that, except as set forth in such certificate, each Secretary of State of the representations and warranties State of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably requestDelaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cleanspark, Inc.), Asset Purchase Agreement (Pioneer Power Solutions, Inc.)
Deliveries by Seller. At the Closing, Seller shall deliver deliver, or cause to be delivered, to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1a) one or more bills an instrument of sale or other instruments (including assignments of FCC Authorizationssale, call lettersassignment and transfer with respect to the Interests, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets substantially in the manner contemplated by Section 1.4(aform set forth in Exhibit A (the “Instrument of Assignment of Interests”);
(3b) a certified copy of the resolutions or proceedings duly executed certificate of Seller’s board , dated as of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to that the good standing and/or qualification conditions set forth in Sections 9.2(a) and 9.2(b) have been fulfilled, substantially in the form of Seller in such jurisdictionExhibit B;
(5c) a receipt for the Cash Purchase Pricean IRS Form W-9, duly executed by Xxxxxx;
(6d) all Consents received by Seller through a duly executed Closing Statement, showing the flow of funds, substantially in the form of Exhibit C (the “Closing DateStatement”);
(7e) all documentation, in a certificate form that is reasonably acceptable to Buyer, reasonably necessary to reflect a release of Seller to all of the effect thatLiens against the Transferred Assets (other than Permitted Liens), except as set forth in such certificate, including Liens listed on Schedule 2.2(e);
(f) the PTO Accrual Certificate;
(g) the written resignations of each of the representations directors, managers and warranties officers of Seller contained the Company, in this Agreement is true and accurate in all material respects (except each case, to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and be effective as of the Closing DateClosing;
(h) a duly executed release by Seller of the Company, in substantially the form attached hereto as Exhibit D; and
(8) i) any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement and in a form reasonably acceptable to Seller and Buyer (it being understood that such instruments shall not require Seller or Buyer or any other documents Person to make any additional representations, warranties or covenants, express or implied, not contained in or as Buyer may reasonably requestcontemplated by this Agreement or the Ancillary Agreements).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP), Membership Interest Purchase Agreement (NGL Energy Partners LP)
Deliveries by Seller. At the Closing, Seller shall deliver or cause to Buyer such be delivered (unless previously delivered) to Buyer, the following documents, in each case duly executed (or, if not applicable, otherwise in proper form):
(a) a stock certificate or certificates representing all of the Shares, accompanied by stock powers in blank or stock transfer forms or instruments of conveyance transfer that validly transfer title to such Shares, free and other customary documentation clear of all Liens;
(b) the Seller Closing Certificate;
(c) (i) an intellectual property license agreement in the form attached as shall Exhibit 3.2(c) (the “IP License Agreement”) and (ii) the Escrow Agreement, in each case, duly executed by Seller and its Affiliates contemplated to be parties thereto;
(d) the Related Party Pay-Off Letters;
(e) written evidence, in form and substance be reasonably satisfactory to Buyer Buyer, confirming that the Liens listed on Schedule 3.2(e), and its counsel in order any guarantees or obligations of the Companies with respect to effect Indebtedness (other than capital leases of the SaleCompanies), including, without limitation, have been released and discharged (or will be released and discharged upon the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(aClosing);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4f) a certificate as to establishing that the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporatedShares are not U.S. real property interests, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date, signed under penalties of perjury and otherwise prepared in accordance with Treasury Regulation section 1.1445-2(c)(3), in form and substance reasonably acceptable to Buyer, together with a notice to the Internal Revenue Service prepared in accordance with Treasury Regulation section 1.897-2(h)(2), signed under penalties of perjury by a responsible corporate officer of Ropak Holdings;
(g) final invoices or instructions reflecting amounts included in the Estimated Transaction Expenses;
(h) written resignations of all directors of the Companies; and
(8) such other documents as i) evidence satisfactory to Buyer may reasonably requestthat the Restructuring has been completed in accordance with Section 6.7.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bway Intermediate Company, Inc.)
Deliveries by Seller. At or prior to the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall deliver deliver, or cause to Buyer such instruments be delivered, to Purchaser each of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1a) one the stock certificate(s) evidencing the Shares, endorsed in blank by Seller or more bills of sale accompanied by a stock power or other instruments (including assignments instrument of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assetstransfer executed in blank by Seller;
(2b) any releases of Liens that are necessary in order each Related Agreement to transfer the Station Assets in the manner contemplated which Seller (or its Affiliates) or a Company is a party, executed by Section 1.4(a)Seller (or its Affiliates) or a Company, as applicable;
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4c) a certificate as to the existence and/or of good standing of Seller each Company, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the State of California;
(d) a certificate, dated as of the Closing Date and executed by the secretary of each state under Company, certifying as to (i) no amendments to the laws articles of which Seller is incorporatedincorporation of such Company since the date of certification referenced in paragraph (c) above, organized(ii) the bylaws of such Company, formed or (iii) the resolutions approved by the board of directors of such Company authorizing the execution, delivery, and performance by such Company of this Agreement, its Related Agreements and the consummation by such Company of the transactions contemplated by this Agreement and its Related Agreements, and (iv) the names and signatures of the officers of such Company authorized to do businessexecute this Agreement and the other documents to be delivered by such Company under this Agreement;
(e) a duly executed and properly completed IRS Form W-9 of Seller certifying that it is not subject to U.S. federal backup withholding; provided, that, for the avoidance of doubt, if Seller fails to deliver such form, the sole recourse of Purchaser shall be to withhold to the extent required by Law;
(f) letters of resignation from each Company director or officer as requested by Purchaser pursuant to Section 7.7, each effective as of the Closing Date, in form and substance reasonably satisfactory to Purchaser;
(g) (i) an executed pay-off letter from each Person to whom the Closing Date Indebtedness set forth on Section 2.5(g) of the Seller Disclosure Schedule is owed, evidencing the satisfaction in full of all such Closing Date Indebtedness and (ii) UCC-3 termination statements and other Lien terminations or releases (including Intellectual Property security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar Governmental Authority), evidencing the release or termination of all Liens relating to Closing Date Indebtedness, in each case case, in form and substance reasonably satisfactory to Purchaser;
(h) a certificate, dated on or after the fifth Business Day prior to as of the Closing DateDate and executed by an officer of each Company, certifying as to the good standing and/or qualification satisfaction of Seller the conditions set forth in Section 10.2(a) and Section 10.2(b), as such jurisdictionconditions relate to such Company;
(5i) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and dated as of the Closing DateDate and executed by the secretary (or similar officer) of Seller, certifying as to (i) the resolutions approved by the members of Seller authorizing the execution, delivery, and performance by Seller of this Agreement and its Related Agreements and the consummation by Seller of the transactions contemplated by this Agreement and its Related Agreements and (ii) the names and signatures of the officers of Seller authorized to execute this Agreement, its Related Agreements, and the other documents to be delivered by Seller under this Agreement and its Related Agreements;
(j) a certificate, dated as of the Closing Date and executed by Seller, certifying as to the satisfaction of the conditions set forth in Section 10.2(a) and Section 10.2(b), as such conditions relate to Seller;
(k) the Closing Date Enrollment File; and
(8) l) such other documents documents, certificates, or instruments as Buyer Purchaser may reasonably requestrequest in order to effect the transactions contemplated by this Agreement and the Related Agreements to vest in Purchaser good and valid title to all of the Shares, or to evidence the release of all Liens (other than Permitted Liens) on the Companies’ properties and assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bright Health Group Inc.)
Deliveries by Seller. At the Closing, Seller shall deliver or cause to Buyer such be delivered to Buyer:
(a) bills of sale, assignments, endorsements and other documents of title and other good and sufficient instruments of conveyance and other customary documentation transfer, as shall are effective to vest Buyer with full, complete and marketable right, title and interest in and to the Purchased Assets, free and clear of all Liens, in form and substance be satisfactory to Buyer;
(b) a certificate executed and delivered by the Secretary of Seller in form and substance reasonably satisfactory to Buyer Buyer, attesting and its counsel in order to effect certifying as to: (i) the Sale, including, without limitation, certificate of incorporation (as also certified as of a recent date by the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy Secretary of the State of the State of Delaware); (ii) copies of resolutions or proceedings of Seller’s the board of directors and stockholders sole stockholder of Seller authorizing the Transactions to which Seller is a party; and (or similar Personsiii) authorizing incumbency and specimen signature certificates with respect to the representatives of Seller’s consummation of the Sale;
(4c) a certificate, executed by an authorized officer of Seller, certifying that the conditions specified in Section 6.2(b) have been fulfilled;
(d) certificate as to the existence and/or of good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day not earlier than 15 days prior to the Closing Date, certifying as to Date by the good standing and/or qualification Secretaries of Seller in such jurisdictionState of the States of Delaware and Pennsylvania;
(5e) a receipt for the Cash Purchase PriceRecords;
(6f) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller keys to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing DateMorrisville Facility; and
(8) g) such other documents and instruments as Buyer may reasonably requestrequire in order to effectuate the transactions that are the subject of this Agreement. All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.
Appears in 1 contract
Deliveries by Seller. At or prior to the ClosingClosing (or as specifically provided in this Section 4.2), Seller shall deliver the following to Buyer such instruments Buyer, to the extent not delivered prior to the date of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect this Agreement:
(a) the Xxxx of Sale, duly executed by Seller;
(b) all consents including, without limitation, the following:
(1) one or more bills Required Consents, waivers and approvals obtained by Seller with respect to the sale, assignment, conveyance, transfer and delivery of the Purchased Assets and the consummation of the transactions required in connection with the sale or other instruments (including assignments of FCC Authorizationsthe Purchased Assets contemplated by this Agreement, call letters, service marks, leases and other contracts) conveying to the Station Assetsextent specifically required hereunder;
(2c) any releases of Liens that are necessary in order to transfer the Station Assets in the manner certificate contemplated by Section 1.4(a8.2(d);
(3d) a certified copy copies of the resolutions or proceedings of duly adopted by Seller’s 's board of directors authorizing the execution, delivery and stockholders (or similar Persons) authorizing Seller’s consummation performance of this Agreement and each of the Saleother transactions contemplated hereby;
(4e) a certificate the Assumption Agreement, duly executed by Seller and all such other instruments of assignment or conveyance as shall be reasonably necessary to transfer to Buyer all of Seller's right, title and interest in, to and under all of the existence and/or good standing Purchased Assets in accordance with this Agreement (to be delivered as of Seller issued by the Secretary close of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated business on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction);
(5f) a receipt for the Cash Purchase Price;
Restated Senior Note and related security agreement, and the Perfect Commerce Note (6) all Consents received to be held as collateral by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing DateBuyer); and
(8) such other documents as Buyer may reasonably requestg) certified copies of the Sale Order and a true and correct copy of the Bankruptcy Court docket for the Chapter 11 Case in the form available from the Bankruptcy Court on the day immediately preceding the Closing Date.
Appears in 1 contract
Deliveries by Seller. At On the ClosingClosing Date, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, Parent the following:
(1a) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station AssetsCollateral Agreements;
(2b) any releases all consents, waivers or approvals theretofore obtained by Seller with respect to the sale of Liens that are necessary in order to transfer the Station Purchased Assets in or the manner consummation of the transactions contemplated by Section 1.4(a)this Agreement or the Collateral Agreements;
(3c) a certified copy an opinion or opinions of Counsel for Seller, dated the resolutions or proceedings Closing Date, in form and substance in the form of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the SaleExhibit G;
(4d) a certificate as to the existence and/or good standing of Seller issued by the Secretary an appropriate officer of State of each state under the laws of which Seller is incorporatedSeller, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification fulfillment of Seller the conditions set forth in such jurisdictionSections 8.2(a) and (b);
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7e) a certificate of Seller to the effect thatsecretary or other appropriate officer of Seller, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of dated the Closing Date, certifying to the Certificate of Incorporation, By Laws and resolutions of Seller and its stockholders with respect to the transactions contemplated by this Agreement and the Collateral Agreements;
(f) all such other bills of sale, assignments and other instruments of assignment, transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Buyer and to put Buyer in actual possession or control of the Purchased Assets, and such other documents, instruments and items reasonably requested by Buyer to effectuate the transactions contemplated hereby and by the Collateral Agreements;
(g) any cash or property as described in Section 2.3(d); and
(8) such other documents as Buyer may reasonably request.h) the Amendment to the Management Agreement in the form of Exhibit F.
(i) the Non-Compete/Confidentiality Agreements executed by each key employee and senior manager of Seller in the form of Exhibit I.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver deliver, or cause to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory delivered, to Buyer and its counsel in order to effect the Sale, including, without limitation, Purchaser the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4a) a certificate of an appropriate officer of Seller, dated as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying the fulfillment of the conditions set forth in Section 7.2, except as to the good standing and/or qualification of Seller otherwise expressly stated in such jurisdictioncertificate;
(5b) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect thatManufacturing Services Agreement, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and dated as of the Closing Date, duly executed by Seller;
(c) the Process Technology License Agreement, dated as of the Closing Date, duly executed by Seller and Atmel Corporation;
(d) the IP Protection Agreement, dated as of the Closing Date, duly executed by Seller and Atmel Corporation
(e) the Transition Services Agreement, dated as of the Closing Date, duly executed by Seller and Atmel Corporation;
(f) the FA Lab Services Agreement, dated as of the Closing Date, duly executed by Atmel Corporation;
(g) duly completed and signed share transfer form (ordres de mouvement) and any other instruments of assignment, in form and substance reasonably acceptable to Purchaser, evidencing the valid transfer to Purchaser of the Class A Shares, free and clear of all Encumbrances (except for Permitted Encumbrances and any Encumbrances created by Purchaser);
(h) duly completed and signed related tax forms (Cerfa 2759);
(i) a written resignation of the president (président) of the Company; and
(8) j) such other further instruments and documents as Buyer may be required to be delivered by Seller pursuant to the terms of this Agreement or as may be reasonably requestrequested by Purchaser in connection with the closing of the transactions contemplated hereby or to complete the transfer of the Class A Shares to Purchaser.
Appears in 1 contract
Deliveries by Seller. At Prior to or at the Closing, Seller shall deliver the following to Buyer such instruments Purchaser: (a) duly executed bills of conveyance sale, assignments and other customary documentation as transfer documents consistent with the terms of this Agreement which shall be sufficient to vest good and marketable title to the Acquired Assets in form the name of Purchaser, free and substance be clear of any Liens, except Permitted Liens, and with the Assignment of the Lease being in recordable form; (b) original Consents in writing reasonably satisfactory to Buyer Purchaser from (A) each party specified in SECTION 7.1(G) of the Disclosure Schedule, for the transfer and its counsel in order assignment of any Assumed Obligations to effect the SalePurchaser, including, without limitation, the following:
and (1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2B) any releases of Liens that are necessary in order to transfer Authority whose consent and approval is required for the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
transactions contemplated hereby; (4c) duly executed Uniform Commercial Code termination statements with respect to the financing statements specified in SECTION 3.6 of the Disclosure Schedule; (d) the certificate specified in SECTION 7.1(D); (e) a certificate, dated as of the Closing Date, executed on behalf of Seller by its Secretary, (i) certifying that the resolutions, as attached to such certificate, were duly adopted by the Board of Directors of Seller authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated hereby and that such resolutions remain in full force and effect and (ii) providing, as an attachment thereto, a certificate as to the existence and/or of good standing certified of Seller issued by the Secretary of State of each state under the laws State of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day Delaware as of a date not more than 5 days prior to the Closing Date, certifying as ; (f) an affidavit to delete the mechanics lien and parties in possession general exceptions to the good standing and/or qualification of Seller title insurance policy referred to in such jurisdiction;
SECTION 7.1(N); and (5g) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such any other documents as Buyer may reasonably requestcustomarily required in order to issue such a title insurance policy.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments purchaser (a) a certificate dated as of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect a recent date, evidencing the Sale, including, without limitation, the following:
(1) one or more bills existence of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets Seller in the manner contemplated by Section 1.4(a);
State of Indiana; (3b) a certified copy certificate dated the Closing Date and executed by an officer of Seller certifying that resolutions of the resolutions or proceedings sole member of Seller’s board Seller authorizing the execution of directors this Agreement and stockholders (or similar Persons) authorizing Seller’s the consummation of the Sale;
transactions contemplated hereby (4true, accurate and complete copies of which resolutions shall be attached to such certificate) have been duly adopted and are in full force and effect as of the Closing Date; (c) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received Date and executed by Seller through the Closing Date;
(7) a certificate an executive officer of Seller to the effect that, except as set forth in such certificate, that (i) each of the representations and warranties of Seller contained in this Agreement is true are true, accurate and accurate complete in all material respects respects, and (except to the extent changes are permitted or contemplated pursuant ii) all conditions precedent to this Agreement) as if made transaction have been fulfilled or waived, on and as of the Closing Date; and
(8) d) a duly executed xxxx of sale conveying and warranting to the Purchaser title to the Equipment; (e) assignment and assumption agreements relative to Accounts Receivable, Contracts, Intangible Assets and Assumed Liabilities necessary to transfer all of Seller's rights thereunder to Purchaser; and (f) such other documents and instruments as Buyer Purchaser may reasonably request.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver the following to Buyer such instruments Buyer:
9.2.1 Certificates representing all of conveyance the Shares, together with duly executed stock transfer powers in favor of Buyer.
9.2.2 The stock books, stock ledgers, minute books and other customary documentation as shall corporate seal of NEI and Aptus.
9.2.3 The recorded Charter Documents of NEI and Aptus recently certified by the Delaware Secretary of State.
9.2.4 Certificates of the Secretary or Assistant Secretary of Seller concerning (a) its good standing, (b) the adoption of resolutions by its board of directors authorizing the transactions contemplated by this Agreement and (c) the incumbency of its officers, all in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:Buyer.
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy 9.2.5 Certificates of the resolutions Secretaries or proceedings Assistant Secretaries (or the comparable officials) of NEI and Aptus, or a certificate of an executive officer of Seller’s board of directors , concerning the Charter Documents and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller NEI and Aptus.
9.2.6 Recent (dated within thirty (30) days of the Closing) good standing certificates (or the comparable documents) for NEI and Aptus issued by the Secretary of State or (the comparable officials) of each state under of the laws of jurisdictions in which Seller NEI is incorporated, organizedAptus is incorporated, formed or authorized either is qualified to do business, in each case business as a foreign corporation.
9.2.7 A certificate signed by an executive officer of Seller and dated on or after the fifth Business Day prior to the Closing Date, Date certifying as to the good standing and/or qualification of Seller in such jurisdiction;
that (5a) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of made by Seller contained in this Agreement is true and accurate correct as of the Closing Date in all material respects and (except b) all of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller on or before the Closing Date have been complied with and performed in all material respects.
9.2.8 Copies of the Consents obtained by Seller and Aptus pursuant to
9.2.9 A receipt for the payment made as contemplated by Section 2.2.1.
9.2.10 A written opinion addressed to Buyer from counsel for Seller, in the form attached as Exhibit 9.2.10.
9.2.11 The written resignation of each director and officer of Aptus and NEI. A complete list of all such officers and directors is set forth on Schedule 9.2.11 hereto.
9.2.12 An executed Patent Assignment to Aptus in the form of Exhibit 9.2.12 relating to the extent changes are permitted or contemplated pursuant patent identified in Schedule 3.19 as registered in the name of Seller.
9.2.13 An executed Assignment and Assumption Agreement relating to this Agreement) as if made on and as the IDB Bonds in the form of the Closing Date; and
(8) such other documents as Buyer may reasonably requestExhibit 2.2.3.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver deliver, or cause to Buyer such instruments be delivered, to Purchaser, the following:
(i) a duly executed Secured Party Bxxx of conveyance and other customary documentation as shall Sale, in form and substance be reasonably satisfactory to Buyer Purchaser and its counsel Seller, transferring the rights of the Companies in order the Purchased Assets to Purchaser, free and clear of any subordinate Liens to the extent provided in UCC Section 9-617, together with a transfer statement (as defined in the UCC) signed by Seller;
(ii) a duly executed letter of direction to the Companies, in form and substance satisfactory to Purchaser and Seller, directing the Companies to immediately deliver possession of the Purchased Assets to Purchaser;
(iii) a receipt duly executed by Seller evidencing payment of the Purchase Price;
(iv) a certificate, dated the Closing Date, signed by Seller certifying as to Seller’s compliance with clauses 5.1 (a) and (b) above; and
(v) such other instruments or documents as Purchaser reasonably may request to fully effect the Saletransfer of the Purchased Assets and to confer upon Purchaser the benefits contemplated by this Agreement, including, without limitation, the following:
(1) one or more bills of sale or other such title transfer documents, mortgage and lien releases, registration instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably requestbe necessary to convey to Purchaser debtor’s rights in the Purchased Assets.
Appears in 1 contract
Samples: Secured Party Sale Agreement (Us Dry Cleaning Corp)
Deliveries by Seller. At Upon the Closingterms and subject to the conditions set forth in this Agreement, in reliance upon the representations, warranties and agreements of Buyer contained herein and the issuance and delivery of the Note, Seller shall agrees to deliver (or cause to be delivered) to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1i) one share certificates representing the Monitor Shares, and if certificated, certificates representing the Structure Interests, duly endorsed or more bills accompanied by duly executed instruments of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assetstransfer;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3ii) a certificate executed by the Secretary of the Seller certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of the Seller certified as of a recent date by the Secretary of State of Delaware, (B) a true and complete copy of the resolutions or proceedings of Seller’s the board of directors of the Seller authorizing the execution, delivery and stockholders (or similar Persons) authorizing Seller’s performance of this Agreement and the consummation of the Saletransactions contemplated hereby and (C) incumbency matters;
(4iii) a certificate of good standing and/or subsistence of Seller, dated as of a recent date prior to the existence and/or good standing of Seller Closing, issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdictionDelaware;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7iv) a certificate executed by the Chief Executive Officer of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and certifying as of the Closing Date; and
(8) such other documents as Buyer may reasonably requestDate all of the matters set forth in Section 6.2(a) hereof.
Appears in 1 contract
Deliveries by Seller. At the Closing, in addition to any other documents or agreements required under this Agreement, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, Purchaser the following:
(1a) one or more bills A xxxx of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying substantially in the Station Assetsform attached hereto as Exhibit C;
(2b) any releases of Liens that are necessary in order to transfer the Station Assets An assignment and assumption agreement substantially in the manner form attached hereto as Exhibit D;
(c) The termination of the employment agreement with Borschow including a release from any provisions relating to non-competition, non-disclosure or non-interference;
(d) Evidence, in form satisfactory to Purchaser, that all consents and approvals referred to in Schedule 3.3 have been obtained;
(e) A written statement from each Person holding a Lien upon any of the Assets confirming the repayment of the Indebtedness secured thereby or the release of such Lien in form and substance satisfactory to Purchaser’s counsel as of the Closing Date;
(f) A certificate dated the Closing Date of the Chief Executive Officer of Seller certifying as to the compliance by Seller with Sections 6.1, 6.2, 6.10 and 6.13;
(g) A certificate of the Secretary of Seller certifying resolutions of the board of directors of Seller approving and authorizing the execution, delivery and performance of this Agreement and its Related Agreements and the consummation of the transactions contemplated by Section 1.4(ahereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller);
(3h) a certified copy The Certificates of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing Incorporation of Seller issued certified by the Secretary of State of each state under Texas, and By-laws or similar instruments of Seller, certified by the laws Secretary of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing DateSeller; and
(8) such i) Evidence, in form satisfactory to Purchaser, that Seller is in good standing in Delaware and each other documents jurisdiction where its business and operations require Seller to be qualified as Buyer may reasonably requesta foreign corporation.
Appears in 1 contract
Deliveries by Seller. At Closing on the ClosingClosing Date, Seller shall deliver the following to Buyer such instruments Buyer:
(i) a xxxx of conveyance and other customary documentation as shall sale and/or assignment instrument, in a form and substance be reasonably satisfactory to counsel for Buyer and its counsel in order Seller, duly executed by Seller, transferring title to effect the Sale, including, without limitation, the following:Purchased Assets from Seller to Buyer;
(ii) copies of (1) one or more bills the Seller’s bylaws and (2) the resolutions adopted by Seller’s Board of sale or other instruments (including assignments Directors and shareholders approving Seller’s execution of FCC Authorizations, call letters, service marks, leases this Agreement and other contracts) conveying the Station Assetsconsummation by Seller of the transaction contemplated hereunder;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4iii) a certificate from Seller, dated as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
that: (5) a receipt for the Cash Purchase Price;
(6a) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is made hereunder are true and accurate correct in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and (b) Seller has fully performed and complied with all of its obligations and covenants hereunder in all material respects;
(iv) a Certificate of Existence and a tax status letter (including sales tax) as of a date no earlier than fourteen (14) days prior to the Closing Date;
(v) an Assignment and Assumption of Lease to Buyer as Tenant for the physical facility located at 0000 Xxxxxxxx Xxx., Spaces C and D, Snohomish WA (the “Leased Real Property”), executed by Landlord and Seller, in form reasonably satisfactory to Buyer (the “Lease Assignment”); and
(8) such other documents vi) an estoppel certificate in essentially the same form as Buyer may reasonably requestfound in Exhibit 6(B)(vi).
Appears in 1 contract
Deliveries by Seller. At Prior to or on the ClosingClosing Date, Seller shall deliver -------------------- deliver, or cause to be delivered by its Affiliates or subsidiaries, to Buyer such instruments of conveyance and other customary documentation as shall the following, in form and substance be reasonably satisfactory to Buyer and its counsel in order counsel:
1. All deeds and bills of sale, assignments and other instruments of conveyance and transfer, effecting the sale, transfer, assignment and conveyance of the Assets to effect Buyer (other than the SaleExcluded Assets or any other assets specifically excluded herein), including, without limitation, the following:
(1) . one or more assignments of lease with respect to the Real Property Leases;
2. one or more bills of sale conveyance with respect to the Personal Property;
3. one or more assignments with respect to the Contracts and Subscriber Agreements;
4. one or more assignments with respect to the Governmental Authorizations;
5. one or more assignments with respect to the Intangibles; and
6. such other instruments (including assignments of FCC Authorizations, call letters, service marks, leases as shall be reasonably requested by Buyer to vest in Buyer title to the Assets free and other contracts) conveying clear from all Encumbrances in accordance with the Station Assetsprovisions hereof.
1. the Books and Records;
(2) any releases of Liens that are necessary in order . all Consents required pursuant to transfer the Station Assets in the manner contemplated by Section 1.4(a9.1(b);
(3) a certified copy . evidence of the satisfaction of any Seller indebtedness, including UCC-3 termination statements;
4. Copies of resolutions or proceedings of Seller’s adopted by the board of directors of Seller, duly authorizing and stockholders (or similar Persons) authorizing Seller’s approving the execution of this Agreement and the consummation of the Sale;
(4) a certificate transactions contemplated hereby, certified by its Secretary as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated being true and correct on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver the following, all duly executed, to Buyer:
(a) an assignment by Seller to Buyer of the Membership Interests substantially in the form attached hereto as Exhibit D (the "Assignment");
(b) such instruments resolutions and authorizations by the Manager and the members of conveyance Seller as are necessary or required by Buyer in connection with the transactions to be 2290585.13 LIB: CHARLOTTE consummated hereunder and other customary documentation including a certificate dated as shall of the Closing Date duly executed by the Manager of Seller certifying as to incumbency, specimen signatures, and the resolutions authorizing this Agreement and the transactions to be consummated hereunder;
(c) officer's certificates, reasonably satisfactory in form and substance be reasonably satisfactory to Buyer, executed by the appropriate member or manager of Seller, and certifying, as of the Closing Date, (i) that the Companies' representations herein are true and correct in all material respects, and (ii) that the Companies have performed their covenants hereunder in all material respects (unless waived by Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(awriting);
(3d) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate wiring instructions duly executed by Seller directing Buyer as to the existence and/or good standing proper payment of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Adjusted Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7e) a certificate compact disc (plus a printed copy of Seller such information) containing all manual and automated routing and billing information, data and components thereof related to the effect that, except as set forth Companies in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Datea machine readable format; and
(8) such other documents as Buyer may reasonably requestf) the Assumption Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Wca Waste Corp)
Deliveries by Seller. At Subject to fulfillment or waiver of the conditions set forth in Section 3.01, at the Closing, Seller shall deliver possession of all of the Assets to Buyer such instruments the Trust, and shall deliver (or cause to be delivered) to the Indenture Trustee and Roosevelt (with respect to the items listed in Section 2.02(a) and (c), and also with respect to Sections 2.02(b)(i) and (viii)) and to the Custodian (with respect to the items listed in Section 2.02(b)(ii) through (viii)) originals or copies, if specified, of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1a) one With respect to the Seller:
(i) counterparts of all Related Agreements to which Seller is a party and counterparts of all agreements, documents and instruments required to be delivered by Seller pursuant to this Agreement or more bills any of sale or other instruments (including assignments of FCC Authorizationsthe Related Agreements to which Seller is a party, call letters, service marks, leases and other contracts) conveying the Station Assetsexecuted by Seller;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3ii) a certified copy Certificate of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing Existence of Seller issued by the Secretary of State of the State of Indiana, dated within five (5) calendar days of the Closing;
(iii) copies of each state under material consent, waiver, authorization and approval listed on Section 4.03(b) of the laws Disclosure Schedules;
(iv) copies of resolutions adopted by the Board of Directors of Seller authorizing and approving the execution and delivery of this Agreement and the Related Agreements to which Seller is incorporateda party and the consummation of the transactions contemplated hereby and thereby, organizedcertified to be true, formed or authorized to do businesscomplete, correct and in each case full force and effect by the Secretary of Seller;
(v) copies of the certified Articles of Incorporation of Seller, including all amendments thereto, certified as true, complete and correct by the Secretary of Seller, and a copy of the Bylaws of Seller, including all amendments thereto, certified as true, complete and correct and in full force and effect by the Secretary of Seller; and
(vi) a certificate, dated on or after the fifth Business Day prior to the Closing Date, certifying as duly executed by an officer of Seller pursuant to Sections 3.02(b) and 3.02(c) of this Agreement.
(b) With respect to the good standing and/or qualification Assets:
(i) evidence of Seller the releases of all Encumbrances on the Assets, other than Permitted Encumbrances, each in such jurisdictionform and substance reasonably satisfactory to the Indenture Trustee and the Series Administrator;
(5ii) a receipt duly executed Assignment of Mortgage with respect to each Loan; provided that, to the extent that the subject Loan is a MERS Loan, then Seller shall not be obligated to deliver an Assignment of Mortgage; and provided further, that Seller shall take all necessary action to cause the Indenture Trustee for the Cash Purchase Pricebenefit of the Securityholders to be identified as the owner and holder of the related MERS Loan as required by Section 1.06 of this Agreement;
(6iii) all Consents received each original Mortgage Note, endorsed either on its face or by allonge attached thereto in blank or in the following form: “Pay to the order of Xxxxx Fargo Bank, N.A., as Indenture Trustee for Navigator Mortgage Loan Trust 2008, without recourse” (in the event Seller through does not have the Closing Dateoriginal of any Mortgage Note in its possession, Seller shall deliver to the Indenture Trustee a certified copy of such Mortgage Note (endorsed or accompanied by an allonge as provided above) together with a lost note affidavit with industry-standard indemnification);
(7iv) each original Mortgage, with evidence of recording thereon, or, if unavailable, documentation reflecting the tender of such original Mortgage for recording;
(v) the original or a certificate copy (either in written or electronic form) of each other Loan Document;
(vi) each Title Insurance Policy in the possession of Seller;
(vii) with respect to Loans that were purchased by the Seller from third parties, documents of the types described by paragraphs (ii) through (v) of this Section 2.02(b) (and in addition to the effect thatforegoing, except solely with respect to first lien Loans that were both intended to be originated as set forth first lien Loans and were in fact originated as first lien Loans, the documents described in (vi) of this Section 2.02(b)) that are in the reasonable judgment of Series Administrator and the Indenture Trustee necessary to establish that Seller has good and marketable title thereto with full right to transfer and sell such certificate, each Loan to the Indenture Trustee on behalf of the representations Securityholders free and warranties clear of Seller contained in any Encumbrance, other than Permitted Encumbrances;
(viii) such other documents as the Indenture Trustee, the Series Administrator or the Note Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as any of the Closing DateRelated Agreements.
(c) With respect to Xxxxx Home Equity Corporation (“IHE”):
(i) Certificate of Existence of IHE issued by the Secretary of State of the State of Indiana, dated within five (5) calendar days of the Closing; and
(8) such other ii) the Administration and Servicing Agreement, executed by IHE, and counterparts of all agreements, documents as Buyer may reasonably requestand instruments required to be delivered by IHE at Closing pursuant to the Administration and Servicing Agreement, executed by IHE.
Appears in 1 contract
Deliveries by Seller. At To effect the sale and transfer referred to in -------------------- Section 2.1 hereof, Seller will, at the Closing, Seller shall deliver to Buyer such instruments one or more of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1i) one or more good and sufficient bills of sale or sale, assignments and other instruments (including assignments of FCC Authorizationstransfer to convey to Buyer good and merchantable title to the Assets, call lettersfree and clear of all Encumbrances of any kind, service marks, leases and other contracts) conveying except the Station AssetsPermitted Encumbrances;
(2ii) any releases instruments evidencing the release of Liens that are necessary in order to transfer all Encumbrances on the Station Assets in the manner contemplated by Section 1.4(a)Assets, other than Permitted Encumbrances;
(3iii) a certified copy of Seller's Articles of Incorporation certified by the resolutions or proceedings Secretary of Seller’s board State of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) Delaware, together with a certificate as to the existence and/or good standing of Seller certificate issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdictionDelaware;
(5iv) a receipt for copy of Seller's corporate bylaws certified by the Cash Purchase Price;
(6) all Consents received by secretary of Seller through as of the Closing Date;
(7v) a certificate of Seller to the effect that, except as set forth in such certificate, each copies of the representations resolutions and warranties other requisite corporate actions of Seller contained in Seller, authorizing the execution and delivery of this Agreement is true and accurate in all material respects (except the other documents and instruments to the extent changes are permitted or contemplated be executed and delivered pursuant to this Agreement) as if made on , and the consummation by Seller of the transactions contemplated hereby and thereby, which copies have been certified by the secretary of Seller as of the Closing Date; and
(8) vi) such other documents and instruments, including the certificate referred to in Section 9.1, as Buyer may or its counsel reasonably requestshall deem necessary to consummate the transactions contemplated hereby.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1a) one A copy of all corporate resolutions authorizing the execution, delivery and performance of the Seller Agreements, and the consummation of the transactions contemplated herein and therein, accompanied by the certification of the Secretary of Seller to the effect that such resolutions are in full force and effect and have not been amended, modified or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assetsrescinded;
(2b) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good Good standing of Seller issued by certificates from the Secretary of State of the state of Seller's incorporation and each state under of the laws states listed on Schedule 3.1, and certificates from the Departments of which Seller is incorporated, organized, formed or authorized to do business, in Revenue of each case dated on or after such jurisdiction stating that all required taxes regarding the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of have been paid by Seller in such jurisdictionfull;
(5c) a receipt for Evidence of the Cash Purchase Pricetermination of Liens;
(6d) all Consents received by Seller through The legal opinion in the Closing Dateform attached hereto as Exhibit C;
(7e) a certificate Evidence of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in that all material respects (except to the extent changes are permitted Required Consents have been obtained or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; andsatisfied;
(8) f) Assignments of Assumed Contracts, together with any necessary consent thereto;
(g) Bills of Sale attached hereto as EXHIBIT A and such other documents instruments of transfer as Buyer may reasonably request.request to convey and vest in Buyer all of Seller's right, title and interest in and to all of the remaining Purchased Assets, free and clear of all Liens, other than Permitted Liens;
(h) Assignment of any intellectual property rights included in the Purchased Assets;
Appears in 1 contract
Deliveries by Seller. At or prior to the Closing, Seller shall deliver delivered to Buyer such instruments Purchaser each of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1a) one or more bills the Subcontract Agreements, executed by Seller;
(b) the Sublease, executed by Seller and acknowledged and consented to by the landlord of sale or other instruments the SCC Real Property;
(including c) an Intellectual Property Assignment together with any intervening assignments necessary to record a complete chain of FCC Authorizationstitle;
(d) acknowledged and accepted employment offer letters from the Employees listed on Schedule 8.2(f);
(e) the Transition Services Agreement, call lettersexecuted by Seller;
(f) a Xxxx of Sale for the Purchased Assets, service marksexecuted by Seller;
(g) an Assignment and Assumption Agreement, leases and other contractsexecuted by Seller;
(h) conveying original certificates of title for all vehicles, if any, included in the Station Purchased Assets;
(2i) evidence of the release of existing Liens except for Permitted Liens on the Purchased Assets, including those of Silicon Valley Bank and Carilion Medical Center (including by virtue of any releases of Liens that are necessary in order to transfer the Station Assets release contained in the manner contemplated by Section 1.4(aSublease);
(3j) a certified copy evidence of receipt of all Consents required for the transfer and assignment of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the SalePurchased Assets to Purchaser, unless waived by Purchaser;
(4k) the Escrow Agreement, executed by the Seller;
(l) other instruments of transfer relating to the Purchased Assets as were reasonably requested by Purchaser; and
(m) a duly executed certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect thatincumbency, except as set forth in such certificate, each power and authority of the representations and warranties of Seller contained in officer executing this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made Related Documents on and as behalf of the Closing Date; and
(8) such other documents as Buyer may reasonably requestSeller.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer (or such instruments of conveyance and other customary documentation as Person designated below) the following items. The documents listed in items (b) through (f) below shall be in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the followingcounsel:
(1a) one or more bills Two Million Dollars ($2,000,000) to Buyer in cash as consideration for the execution and delivery by Buyer of sale or other instruments the Guaranty (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a"Guaranty Fee");
(3b) a certified quitclaim deed with respect to the Chula Vista real property;
(c) a certificate of the corporate secretary of Seller dated as of the Closing setting forth (i) the names, signatures and positions of the officers of Seller executing this Agreement, and (ii) a copy of the resolutions or proceedings of Seller’s duly adopted by the board of directors authorizing the execution, delivery and stockholders (or similar Persons) authorizing Seller’s consummation performance of this Agreement and the Saletransactions contemplated hereby;
(4d) a certificate dated as to of the existence and/or good standing Closing signed by the chief executive officer of Seller issued certifying that Seller has performed and complied with in all material respects all agreements contained in this Agreement that are required to be performed or complied with by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the or at Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of and that the representations and warranties of Seller contained set forth in this Agreement is Article 7 are true and accurate correct in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on at and as of the Closing;
(e) a receipt from Seller acknowledging that it has received the Cash Consideration payable at Closing Datepursuant to Section 3.1; and
(8) such other documents as Buyer may reasonably requestf) the Cash Consideration Escrow Agreement.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver the following to Buyer such instruments Buyer:
9.2.1 Certificates representing all of conveyance the Shares, together with duly executed stock transfer powers in favor of Buyer.
9.2.2 The stock books, stock ledgers, minute books and other customary documentation as shall corporate seal of NEI and Aptus.
9.2.3 The recorded Charter Documents of NEI and Aptus recently certified by the Delaware Secretary of State.
9.2.4 Certificates of the Secretary or Assistant Secretary of Seller concerning (a) its good standing, (b) the adoption of resolutions by its board of directors authorizing the transactions contemplated by this Agreement and (c) the incumbency of its officers, all in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:Buyer.
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy 9.2.5 Certificates of the resolutions Secretaries or proceedings Assistant Secretaries (or the comparable officials) of NEI and Aptus, or a certificate of an executive officer of Seller’s board of directors , concerning the Charter Documents and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller NEI and Aptus.
9.2.6 Recent (dated within thirty (30) days of the Closing) good standing certificates (or the comparable documents) for NEI and Aptus issued by the Secretary of State or (the comparable officials) of each state under of the laws of jurisdictions in which Seller NEI is incorporated, organizedAptus is incorporated, formed or authorized either is qualified to do business, in each case business as a foreign corporation.
9.2.7 A certificate signed by an executive officer of Seller and dated on or after the fifth Business Day prior to the Closing Date, Date certifying as to the good standing and/or qualification of Seller in such jurisdiction;
that (5a) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of made by Seller contained in this Agreement is true and accurate correct as of the Closing Date in all material respects and (except b) all of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller on or before the Closing Date have been complied with and performed in all material respects.
9.2.8 Copies of the Consents obtained by Seller and Aptus pursuant to Section 3.8.
9.2.9 A receipt for the payment made as contemplated by Section 2.2.1.
9.2.10 A written opinion addressed to Buyer from counsel for Seller, in the form attached as Exhibit 9.2.10.
9.2.11 The written resignation of each director and officer of Aptus and NEI. A complete list of all such officers and directors is set forth on Schedule 9.2.11 hereto.
9.2.12 An executed Patent Assignment to Aptus in the form of Exhibit 9.2.12 relating to the extent changes are permitted or contemplated pursuant patent identified in Schedule 3.19 as registered in the name of Seller.
9.2.13 An executed Assignment and Assumption Agreement relating to this Agreement) as if made on and as the IDB Bonds in the form of the Closing Date; and
(8) such other documents as Buyer may reasonably requestExhibit 2.2.3.
Appears in 1 contract
Deliveries by Seller. At the ClosingClosing (or, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner case of those items contemplated by Section 1.4(a8.4.10, on or before the Closing Date), Seller will deliver, or cause to be delivered, the following to Buyer:
8.4.1. The Xxxx of Sale, duly executed by Seller;
(3) a certified copy 8.4.2. Copies of any and all governmental and other third party consents, waivers or approvals obtained by Seller with respect to the transfer of the resolutions Zion Assets, or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s the consummation of the Saletransactions contemplated by this Agreement;
(4) a certificate 8.4.3. All other Ancillary Agreements duly executed by Seller, as applicable;
8.4.4. Instruments of transfer, duly executed by the Trustee of the QDF and NDF, evidencing transfer of title to the existence and/or assets of the QDF and the NDF to be transferred pursuant to Section 11.12;
8.4.5. Copies, certified by the Secretary or any Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby;
8.4.6. A certificate of the Secretary or any Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;
8.4.7. A certificate of good standing of Seller with respect to Seller, issued by the Secretary of State of each state under the laws Commonwealth of which Seller is incorporatedPennsylvania;
8.4.8. To the extent available, organizedoriginals of the Seller's Agreements, formed or authorized to do businessNon-material Contracts, and Transferable Permits and, if not available, true and correct copies thereof, in each case dated on all cases together with notices to and, if required by the terms thereof and subject to the terms of this Agreement, consents by other Persons which are parties to the Seller's Agreements, Non-material Contracts, and Transferable Permits;
8.4.9. All such other instruments of assignment, transfer or after conveyance as shall, in the fifth Business Day reasonable opinion of Buyer and its counsel, be necessary or desirable to implement the transfer of the Zion Assets to Buyer, in accordance with this Agreement and where necessary or desirable in recordable form;
8.4.10. Such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing Date, certifying as Date pursuant to this Agreement or the good standing and/or qualification of Seller Ancillary Agreements or otherwise reasonably required in such jurisdictionconnection herewith;
(5) a receipt for 8.4.11. A schedule setting forth the Cash Purchase Price;
(6) all Consents received by Seller through Spent Nuclear Fuel at the Facilities as of the Closing Date;
(7) a certificate of Seller to 8.4.12. A schedule setting forth the effect that, except as set forth in such certificate, each of Low Level Waste existing at the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and Facilities as of the Closing Date; and
(8) such other documents as Buyer may reasonably request8.4.13. A schedule setting forth the major equipment components and personal property included in the Zion Assets.
Appears in 1 contract
Deliveries by Seller. At or prior to the Closing, Seller shall will deliver the following to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the followingBuyer:
(1a) the certificate contemplated by Section 8.2(d);
(b) the Xxxx of Sale, duly executed by Seller;
(c) one or more bills deeds of sale conveyance of the parcels of Real Property with respect to which Seller holds fee interests, substantially in the form of the Special Warranty Deed, duly executed and acknowledged by Seller and in recordable form;
(d) one or more instruments of assignment or conveyance, substantially in the form of the Assignment of Easements, as are necessary to transfer the Easements and the Shared Easement Rights pursuant to Section 7.6;
(e) all such other instruments of assignment or conveyance as are reasonably requested by Buyer or its legal counsel in connection with the transfer of the Purchased Assets to Buyer, each in accordance with this Agreement;
(including assignments f) all consents, waivers or approvals obtained by Seller from third parties in connection with this Agreement;
(g) terminations or releases of FCC AuthorizationsEncumbrances, call lettersother than Permitted Encumbrances, service marks, leases and other contracts) conveying on the Station Purchased Assets;
(2h) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated Transmission Interconnection Agreement, duly executed by Section 1.4(a)Seller;
(3i) a certified copy of the resolutions or proceedings of Borderline Customer Agreements, duly executed by Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4j) a certificate as to the existence and/or good standing System Coordination Agreement, duly executed by Seller;
(k) the Emergency Backup Service Agreement, duly executed by Seller;
(l) the opinion of counsel of Seller issued substantially in the form attached hereto as Exhibit 4.3(l); and
(m) such other agreements, documents, instruments, and writings as are required to be delivered by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed at or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated Date pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as Seller shall deliver the following items and documents to the good standing and/or qualification Company, each duly and properly executed:
(i) One (1) original of the Membership Interest Power in the form attached hereto as EXHIBIT E conveying, selling, transferring and assigning to the Company all of Seller's right, title and interest in the Seller in such jurisdictionUnits;
(5ii) a receipt for Four (4) counterpart originals of the Cash Purchase PriceAmendment to Administrative Services Agreement;
(6iii) all Consents received by Seller through Four (4) counterpart originals of the Closing DateMutual Release;
(7iv) a certificate Four (4) counterpart originals of the Subordination Agreement;
(v) A written resignation from each of Seller's designees to the Company's Board of Managers;
(vi) Certified copies of the corporate resolutions of Seller to authorizing the effect thattransactions contemplated hereby, except and authorizing the execution, delivery and performance of this Agreement and all other documents and agreements contemplated hereby; and
(vii) Seller's Certificate dated as set forth in such certificate, each of the Closing Date confirming that (i) the representations and warranties of Seller contained in this Agreement is were true and accurate correct in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if when made and remain true and correct in all material respects on and as of the Closing Date; and
, and (8) such other documents as Buyer may reasonably requestii) all covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the Closing Date have been performed or complied with by Seller.
Appears in 1 contract
Samples: Membership Interest Redemption Agreement (Tefron LTD)
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect at the Sale, including, without limitation, the followingClosing:
(1i) one or more a Bill xx Sale and Assignment in the form of Exhibit F attached to this Agreement (the "Bill xx Sale") executed by Seller and PVI; the Assumption Agreement executed by Seller; and a general warranty deed executed by Seller conveying title to the Owned Real Property from Seller to Buyer;
(ii) certificates of title to all motor vehicles described on Schedule 3.4(b) owned by Seller and appropriate bills of sale or other instruments (including assignments thereof executed by Seller; provided, however, that delivery shall not be required with respect to the title to any such motor vehicles disposed of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner ordinary course of business as contemplated by Section 1.4(a5.2(b);
(3iii) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Saleall Material Required Seller Consents;
(4iv) a certificate as to the existence and/or certificates of good standing with respect to Seller and PVI dated within ten days of Seller the Closing Date, issued by the Secretary of State of each state under the laws Delaware and a certificate of which authority with respect to Seller is incorporated, organized, formed or authorized to do business, in each case and PVI dated on or after the fifth Business Day prior to within ten days of the Closing Date, certifying issued by the Secretary of State of North Carolina; (v) an incumbency and signature specimen certificate, dated the Closing Date and executed by an officer of PVI, as Seller's general partner, with respect to the good standing and/or qualification officers of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received PVI executing this Agreement and any other document delivered hereunder by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each or on behalf of the representations PVI as Seller's general partner in the name and warranties on behalf of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.Seller;
Appears in 1 contract
Samples: Asset Sale Agreement (Charter Communications Southeast Lp)
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated orcontemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the SaleSale in question, including, without limitation, the following:
(1) in the case of the Asset Sale, one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets, and in the case of the Stock Sale, each certificate representing the Bastet Stock, duly endorsed for transfer or accompanied by an appropriate stock power;
(2) any releases of Liens that are necessary in order to transfer the Station Assets or the Bastet Stock in the manner contemplated by Section 1.4(a1.5(a);
(3) if Seller is not a natural person, a certified copy of the resolutions or proceedings of Seller’s 's board of directors and stockholders (or similar Persons) authorizing Seller’s 's consummation of the Sale;
(4) if Seller is not a natural person, then a certificate as to the existence and/or good standing of Seller issued by the Secretary of State or Secretary of each the Commonwealth, as the case may be, of the state under the laws of which Seller is incorporated, organizedorganized or formed (and in any event, formed or authorized to do businessin the case of the Asset Sale, of the Secretary of the Commonwealth of the Commonwealth of Pennsylvania), in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;; and
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Appears in 1 contract
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, Purchaser the following:
(1a) one or more bills the Assignment and Assumption Agreement and the Xxxx of sale or other instruments (including assignments of FCC AuthorizationsSale, call letters, service marks, leases and other contracts) conveying the Station Assetseach duly executed by Seller;
(2b) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated Lease duly executed by Section 1.4(a)Seller;
(3c) a certified copy of the resolutions or proceedings of Services Agreement duly executed by Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4d) a certificate as the Clinical Affiliation Agreement duly executed by Seller;
(e) the Releases;
(f) other instruments of transfer reasonably required by Purchaser to evidence the existence and/or good standing transfer of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporatedPurchased Assets to Purchaser, organizedincluding assignments with respect to any Intellectual Property registered, formed recorded or authorized to do businessfiled with any Governmental Authority, in form suitable for registration, recordation or filing with such Governmental Authority, in each case duly executed by Seller;
(g) a certificate, dated on or after the fifth Business Day prior to the Closing Date, of Seller certifying as to the good standing and/or qualification of compliance by Seller in such jurisdictionwith Sections 8.1 and 8.2;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7h) a certificate of the secretary of Seller to the effect that, except as set forth in such certificate, each certifying resolutions of the representations and warranties board of directors of Seller contained in approving and authorizing the execution, delivery and performance of this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on Related Agreements and as the consummation by Seller of the Closing Datetransactions contemplated hereby and thereby;
(i) letters of resignation from all of the members of the Deaconess College of Nursing Board of Directors; and
(8) j) such other instruments, certificates , consents and other documents as Buyer may that are reasonably requestnecessary to carry out the transaction contemplated by this Agreement and to comply with the terms hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Devry Inc)
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments (and in the case of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory the Escrow Agreement referenced below, to Buyer and its counsel in order to effect the Sale, including, without limitation, Escrow Agent) the following:
(1) one 3.2.1 One or more bills of sale or conveying in the aggregate all of the personal property of Seller included in the Purchased Assets, assignments of the Assumed Contracts, assignments of the Intangible Property in recordable form, and such other instruments (including assignments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assetsthis Agreement;
3.2.2 Duly executed originals or counterparts of the Landlord Consent, Assignment, Assumption, Modification and Memorandum of Leases by Seller, Buyer and Lessor, in recordable form (2or with a memorandum thereof in recordable form) any releases of Liens that are necessary and otherwise in order to transfer substantially the Station Assets form set forth in Exhibit 3.2.2 (the manner contemplated by Section 1.4(a"Assignment, Modification and Consent");
3.2.3 Duly executed originals or counterparts of an Escrow Agreement in substantially the form set forth in Exhibit 3.2.3 (3) a the "Escrow Agreement");
3.2.4 Seller's Bring-Down Certificate;
3.2.5 A certified copy of the resolutions or proceedings duly adopted by the Board of Seller’s board Directors of directors Seller authorizing the Transaction;
3.2.6 An officers' certificate certifying the incumbency and stockholders (or similar Persons) authorizing Seller’s consummation specimen signatures of the Saleofficers of Seller executing this Agreement and related documents;
(4) a certificate as to the existence and/or good standing 3.2.7 An opinion of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporatedXxxxx X. Xxxxx, organizedcounsel for Seller, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date, to the effect and substantially in the form set forth in Exhibit 3.2.7;
3.2.8 An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Section1445 of the Code; and
(8) such 3.2.9 A Quitclaim Deed conveying to Buyer all of Seller's right, title and interest in and to all oil, gas and other documents mineral rights related to the Real Property.
3.2.10 Such other agreements and documents, Buyer's receipt of which is specified in Article8 as Buyer may reasonably requesta condition to Buyer's closing obligations.
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Deliveries by Seller. At the Closing, Seller shall deliver deliver, or cause to be delivered, to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1a) one or more bills each of sale or other instruments (including assignments the following Collateral Agreements, dated as of FCC Authorizationsthe Closing Date, call letters, service marks, leases and other contracts) conveying the Station Assets;duly executed by Seller:
(2i) any releases the Assignment and Xxxx of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4ii) the Assumption Agreement;
(iii) the Domain Name Assignment;
(iv) the Patent Assignment Agreement; and
(v) the Trademark Assignment Agreement.
(b) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State Seller, dated as of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying in customary form and substance as to the organizational documents and approvals of Seller, including: (i) the Seller’s certificate of incorporation as in effect at the time of the Closing; (ii) the Seller’s Bylaws, as in effect at the Closing; (iii) approved by the Seller’s Board of Directors authorizing the Transactions; (iv) resolutions approved by, or an action by written consent of, the Seller’s stockholders holding not less than the requisite percentage under applicable Law and Contract of Seller’s outstanding shares necessary to approve the Transactions; and (v) good standing and/or qualification certificates (including tax good standing) with respect to the Seller from the applicable authorities in Delaware and California, dated within ten Business Days of Seller in such jurisdictionthe Closing;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7c) a certificate executed by the Chief Executive Officer of Seller as to the effect that, except as set forth in such certificate, each accuracy of the its representations and warranties as of Seller contained in the date of this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents in accordance with Section 6.2(a) and as Buyer may reasonably request.to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2(b);
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