Deliveries by Sellers. At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions:
(a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act;
(b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law);
(c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director;
(d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and
(e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date.
(f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below;
(g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and
(h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.
Deliveries by Sellers. Prior to or on the Closing Date, Sellers shall deliver to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:
Deliveries by Sellers. At the Closing, Sellers will deliver or cause to be delivered to Buyers the following:
(a) appropriate instruments of assignment and transfer duly executed by Equity Seller, evidencing the transfer of the Membership Interests to Equity Buyer;
(b) a Transition Services Agreement related to United States operations, in the form attached hereto as Exhibit D (the “Transition Services Agreement - US”), duly executed by Equity Seller and the Company;
(c) a Transition Services Agreement related to Canadian operations, in the form attached hereto as Exhibit E (the “Transition Services Agreement - Canada”), duly executed by Asset Seller;
(d) a Call Center Agreement, in the form attached hereto as Exhibit F (the “Call Center Agreement”), duly executed by Equity Seller and the Company;
(e) a Lease Assignment Agreement, assigning the Leased Real Property set forth on Schedule 6.2(g) to the Company, duly executed by Equity Seller and the Company;
(f) the consents listed on Schedule 3.5(b)(i), in a form and substance satisfactory to Equity Buyer;
(g) an affidavit stating that under penalties of perjury Equity Seller is not a foreign person or a U.S. real property holding corporation within the definition of Section 897(c)(2) of the Code, pursuant to Treasury Regulation Section 1.1445-2(c)(3), and, if withholding is determined, pursuant to Section 2.8, to be required, a complete and accurate IRS Form W-9 identifying Equity Seller’s U.S. taxpayer identification number, each duly executed by Equity Seller;
(h) certified copies of the resolutions adopted by the board of directors of Sellers authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby;
(i) a certificate of the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company and SSI is in good standing (or the equivalent thereof) in such jurisdiction;
(j) a xxxx of sale and assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Asset Seller, transferring the tangible personal property included in the Transferred Assets to Asset Buyer and effecting the assignment to and assumption by Asset Buyer of the Transferred Assets and the Assumed Liabilities; and
(k) joint written instructions in accordance with section 3(a)(i) of the Escrow Agreement,...
Deliveries by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer the following:
(a) A counterpart to the assignment of limited liability company interests conveying the El Dorado LLC Interests to Buyer, substantially in the form of Exhibit E attached hereto (the “El Dorado Assignment”), duly executed by Frontier El Dorado.
(b) A counterpart to the assignment of limited liability company interests conveying the Cheyenne LLC Interests to Buyer substantially in the form of Exhibit F attached hereto (the “Cheyenne Assignment”), duly executed by Frontier Cheyenne.
(c) The original minute books, company books and membership registers for the Companies.
(d) A counterpart of El Dorado Throughput Agreement, duly executed by the applicable Seller and HollyFrontier.
(e) A counterpart of Cheyenne Throughput Agreement, duly executed by the applicable Seller and HollyFrontier.
(f) A counterpart of the Site Services Agreement (Cheyenne) substantially in the form of Exhibit G attached hereto (the “Cheyenne Site Services Agreement”), duly executed by Frontier Cheyenne.
(g) A counterpart of the Site Services Agreement (El Dorado) substantially in the form of Exhibit H attached hereto (the “El Dorado Site Services Agreement”), duly executed by Frontier El Dorado.
(h) A counterpart of the Lease and Access Agreement (Cheyenne) substantially in the form of Exhibit I attached hereto (the “Cheyenne Lease and Access Agreement”), duly executed by the Frontier Cheyenne.
(i) A counterpart of the Lease and Access Agreement (El Dorado) substantially in the form of Exhibit J attached hereto (the “El Dorado Lease and Access Agreement”), duly executed by the Frontier El Dorado.
(j) A counterpart of the Sixth Amended and Restated Omnibus Agreement substantially in the form of Exhibit K attached hereto (the “Restated Omnibus Agreement”), duly executed by HollyFrontier and each applicable subsidiary of HollyFrontier (excluding the HEP Entities).
(k) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interests and on the Cheyenne Assets and the El Dorado Assets.
(l) To the extent applicable, assignment documents, duly executed by the applicable Seller, assigning each of the Permits held by such Seller which are assignable by such Seller to Buyer in accordance with applicable Law (except for environmental Permits, which are dealt with separately under the El Dorado Throughput Agreement and Cheyenne Throughput A...
Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following items:
(a) the stock or other certificates representing the Shares with duly executed stock powers or assignments attached in proper form for transfer;
(b) a Master Services Agreement with respect to each of VIL and VGS, each duly executed by TAT;
(c) a Transition Services Agreement for the benefit of each of the Acquired Companies, duly executed by TAT;
(d) an assignment to Buyer of any confidentiality or non-disclosure agreements in favor of TAT or any Seller relating to the potential acquisition of any Acquired Company, including by acquisition of its equity securities or assets, by merger, consolidation, or otherwise;
(e) a closing statement reflecting the flow of funds at the Closing, duly executed by TAT, Sellers, and the Acquired Companies;
(f) a certificate from each Seller dated as of the Closing Date, duly executed by the Secretary of each Seller, given by him or her on behalf of the applicable Seller and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors of such Seller authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of such Seller executing this Agreement on behalf of the Acquired Company; and (iii) true and complete copies of the Organizational Documents of such Seller;
(g) a certificate of an executive officer of TAT, given by him or her on behalf of TAT and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of TAT) and Section 8.3(b) have been satisfied (the “TAT Closing Certificate”); and
(h) a certificate of an executive officer of each Seller, given by him or her on behalf of such Seller and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) (solely with respect to the representations and warranties of such Seller) and Section 8.3(b) have been satisfied (the “Seller Closing Certificate”).
Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers the following:
(a) A copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;
(b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;
(c) Evidence of the removal of Liens, if any;
(d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7);
(e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property;
(f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets;
(g) The Transitional Services Agreement attached as Exhibit D hereto;
(h) The Remington License Agreement attached as Exhibit E hereto;
(i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto;
(j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and
(k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Date.
(l) A Supply Agreement reasonably satisfactory to both parties hereto;
(m) The Escrow Agreement attached as Exhibit I hereto; and
(n) A certificate of an officer of each Seller, dated as ...
Deliveries by Sellers. Sellers hereby agree to deliver to the Purchaser the following items on Closing:
Deliveries by Sellers. At the Closing, Sellers shall deliver to Buyer:
(a) duly executed assignments of the U.S. trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. trademark office; duly executed domain name assignment agreements, in form and substance reasonably acceptable to Buyer; and general assignments of all other Purchased Assets;
(b) the officer’s certificate required to be delivered pursuant to Section 9.1(a) and Section 9.1(b);
(c) a certified copy of the Sale Order; and
(d) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer, as may be necessary to convey the Purchased Assets to Buyer.
Deliveries by Sellers. Prior to or at the Closing, Sellers shall deliver or cause to be delivered to Buyer the following:
Deliveries by Sellers. At the Closing, Sellers will deliver (or cause to be delivered) the following:
(a) a counterpart to the Xxxx of Sale, duly executed by the applicable Seller;
(b) a counterpart to the Omnibus Agreement Amendment, duly executed by the General Partner, the Partnership and the Operating Company;
(c) a counterpart to the Storage and Throughput Agreement Amendment, duly executed by Ethanol Storage LLC;
(d) a counterpart to the Rail Transportation Services Agreement Amendment, duly executed by Logistics;
(e) a counterpart to the Operational Services and Secondment Agreement Amendment, duly executed by the General Partner;
(f) a counterpart to the Bluffton Deed, duly executed by Ethanol Storage LLC;
(g) a counterpart to the Holdings II Deed, duly executed by Ethanol Storage LLC;
(h) a counterpart to the Non-Exclusive License (Bluffton), duly executed by the Partnership;
(i) a counterpart to the Non-Exclusive License (Holdings II), duly executed by the Partnership;
(j) a counterpart to the Assignment Agreement, duly executed by Logistics;
(k) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; and
(l) all other documents and instruments necessary and appropriate to convey the Assets to Green Plains Bluffton LLC and Green Plains Holdings II LLC, as applicable, and other customary forms as may be agreed to by the Parties.
