Deliveries by Sellers at Closing. At the Closing, Sellers (to the extent applicable) shall deliver or shall cause to be delivered to EFI the items identified below. EFI's receipt of these items is a condition to its obligations under this Agreement, although EFI may waive any or all of these conditions in whole or in part, as provided in Section 11.09:
(a) duly executed instruments of transfer, assignment, or conveyance of the Acquired Ownership Interests, including without limitation original endorsed certificates representing shares of the Company Stock, the PRVI Stock and the Realty Stock, to the extent applicable, duly endorsed in blank, or accompanied by blank stock powers duly executed, and with all necessary transfer tax and other revenue stamps, acquired at the Sellers' expense, affixed and canceled;
(b) a copy of the articles of incorporation or other governing document of each Acquired Company, certified by the appropriate official of the jurisdiction of incorporation or organization of such Acquired Company, as of a date not more than fifteen (15) days before the Closing Date;
(c) a copy of the bylaws of each Acquired Company certified by the Secretary of such Acquired Company;
(d) a Good Standing Certificate for each of the Acquired Companies, as of a date not more than fifteen (15) days before the Closing Date from the jurisdiction of incorporation or organization of such Acquired Company and for each other jurisdiction in which the Acquired Company is qualified to do business as a foreign corporation;
(e) a certified copy of any necessary resolution of each Seller evidencing approval of this Agreement and the other documents and transactions contemplated hereby;
(f) an incumbency and signature certificate executed by the Secretary or Assistant Secretary of the Company;
(g) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement that EFI reasonably requests on reasonable notice prior to the Closing;
(h) a certificate from each of Xxxxxx and the Stockholders stating that (i) the representations and warranties of such Seller contained in Article III of this Agreement are true and correct in all material respects as of the Closing Date (unless a representation is made as of a specific earlier date or time, and in which case it shall be true and correct in all material respects as of such date or time only); and (ii) no condition or event with respect to such Seller has occurred, or is continui...
Deliveries by Sellers at Closing. At the Closing, the Sellers will deliver the following documents to the Buyer, each in form and substance reasonably satisfactory to the Buyer:
(a) A certificate executed on behalf of each Seller by the president, senior vice president, or vice president of such Seller, dated the Closing Date, representing and certifying as to the matters set forth in Sections 9.1 and 9.2.
(b) An opinion of counsel of the Seller and an opinion of counsel of Columbia, each dated the Closing Date, substantially in the forms of Exhibit 5.2(A) and (B), respectively.
(c) The certificates, instruments, and documents listed below, each in form and substance reasonably satisfactory to the Buyer.
(i) Assignments, bills of sale, certificates of title, documents and other instruments of transfer and conveyance of the Specified Assets to be transferred, each in form and substance reasonably satisfactory to the Buyer and sufficient to vest in the Buyer good and marketable title to the Specified Assets to be transferred; free and clear of all Encumbrances.
(ii) All books and records of the Sellers to the extent related to the Specified Assets and Specified Liabilities to be transferred and assumed, respectively.
(iii) Evidence of Sellers' Consents and Approvals which have been obtained regarding the Specified Assets and Liabilities to be transferred and assumed, respectively.
(iv) Such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement.
(d) An original counterpart of the Noncompetition and Branding Agreement fully executed by the Sellers.
(e) An original counterpart of the Subscription Agreement fully executed by the Sellers.
(f) An original counterpart of the Space Agreement fully executed by the Sellers.
(g) An original counterpart of the Services Agreement fully executed by the Sellers.
(h) The AGL Receivables Report and PECO Form 810 Report.
(i) The Closing Customer Count, including reasonable detail regarding its calculation.
(j) Certified copies of resolutions duly adopted by the Board of Directors of each Seller authorizing such Seller's execution, delivery and performance of this Agreement and the transactions contemplated herein. The Sellers shall also deliver actual possession of the Specified Assets to be transferred to the Buyer at the Closing.
Deliveries by Sellers at Closing. At the Closing, each Seller shall execute and deliver, or cause to be executed and delivered, or just delivered, where no execution is required, to Buyer:
(a) a conveyance, assignment and xxxx of sale assigning to Buyer all personal property (tangible and intangible) included in the Purchased Assets, in substantially the form attached hereto as Exhibit A (the “Conveyance”);
(b) special warranty deeds in recordable form conveying to Buyer all Fee Property, in substantially the form attached hereto as Exhibit B (the “Deeds”);
(c) partial assignments in recordable form assigning to Buyer an undivided, non-exclusive interest in all Rights of Way, in substantially the form attached hereto as Exhibit C (the “Partial Assignments”);
(d) a gas gathering agreement, in substantially the form attached hereto as Exhibit D (the “Gathering Agreement”);
(e) a transition services agreement, in substantially the form attached hereto as Exhibit E (the “Transition Agreement”);
(f) an equity commitment letter, in substantially the form attached hereto as Exhibit F (the “Equity Commitment Letter”);
(g) a receipt for the payment of the Closing Payment;
(h) a certificate signed by an officer of such Seller certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) below have been satisfied;
(i) a certificate signed by an appropriate individual certifying that such Seller is not a foreign person in accordance with Section 1.1445-2(b) of the Treasury Regulations; and
(j) any other agreements, documents, certificates, approvals, consents or other instruments reasonably necessary to consummate the transactions contemplated by this Agreement.
Deliveries by Sellers at Closing. Unless Buyer has waived the delivery of such item as a condition to Closing pursuant to Section 8.1, at the Closing, Sellers shall deliver or cause to be delivered to Buyer (unless previously delivered to Buyer and Buyer has acknowledged receipt thereof) the following:
(1) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer;
(2) certified resolutions of the Company's Board of Directors, (i) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, and (ii) declaring the Company's 401(k) Retirement Plan terminated as of a date prior to the Closing Date;
(3) a release of the Company from all liabilities to Sellers and the Key Employees in substantially the form attached hereto as Exhibit B --------- (including, without limitation, a release by the Key Employees of all liabilities of the Company to such Key Employees under the Change of Control Agreements and with respect to any other employment agreements and/or severance obligations entered into between the Company and the Sellers and Key Employees prior to the Closing Date).
(4) a certificate signed by each of the Sellers and the President and the Chief Financial Officer of the Company, or such other officer reasonably acceptable to Buyer, certifying (i) as to the representations, warranties and covenants of Sellers and the Company made herein as provided in Sections 8.1(1) and 8.1(3), and (ii) as to the absence of a material adverse change in the condition, business or operations of the Company or any of the Schools, taken as a whole, as required by Section 8.1(2);
(5) duly executed estoppel certificates (or other evidence reasonably acceptable to Buyer that the leases are in full force and effect and neither the Company nor the lessor is in breach or default of any lease as of the Closing Date) and consents to assignment of lease (if a consent to assignment is required by the terms of the lease document in connection with the sale of the Shares to Buyer) for each of the Facilities (as such term is defined below);
(6) resignation letters of the members of the Board of Directors and the officers of the Company appointed before the Closing Date, in form and substance reasonably satisfactory to Buyer, effective as of the Closing Date;
(7) a Non-Competition Agreement in substantially the form of Exhibit C --------- hereto (the "Non-Competition Agreement"), executed by ...
Deliveries by Sellers at Closing. At the Closing, Sellers shall deliver to Purchaser the following:
(a) The stock certificates representing the VVI Shares, duly endorsed in blank or accompanied by a stock powers duly executed in blank, with all necessary transfer tax and other revenue stamps paid and, if appropriate, affixed and cancelled;
(i) Copies of the Company's charter, including all amendments thereto, certified by the Secretary of State of the State of Florida, and (ii) a certificate from the Secretary of State of the State of Florida to the effect that the Company is in good standing;
(c) The Company's minute book, containing all resolutions and minutes adopted or approved by the Company's board of directors and or shareholder through the Closing Date, along with the Company's stock transfer records and unissued stock certificates;
(d) A Closing Certificate as to the matters specified in Sections 8.1, 8.2, 8.3, 8.4 and 8.5 hereof;
(e) A resignation letter, whereby Sellers resign from all positions he or she may hold as an officer or director of the Company, except as may otherwise be provided in the Employment Agreement;
(f) The Employment Agreement, duly executed by Xxxxxx Xxxx;
(g) The Noncompetition Agreements, duly executed by each of the Sellers;
(h) Sellers' Promissory Note, duly executed by each of the Sellers;
(i) An opinion of counsel to Sellers, as provided in Section 8.7 hereof; and
(j) All other documents that are required herein to be delivered by Sellers at or prior to Closing.
Deliveries by Sellers at Closing. At the Closing, Sellers will deliver to Purchaser:
(a) TRANSFER DOCUMENTS. Instrument(s) of conveyance or bills(s) of sale and assumption and assignment agreements in form and substance reasonably satisfactory to Purchaser.
Deliveries by Sellers at Closing. At the Closing, Sellers shall deliver to Buyer on behalf of Acquisition Sub the items listed in Schedule 2.4 attached hereto. The Buyer is not obliged to complete unless each of the Sellers has fulfilled all of his or her obligations under this clause.
Deliveries by Sellers at Closing. At the Closing, Sellers shall deliver (or cause to be delivered) the following to Purchaser, each of which shall be duly executed by Sellers, Company, or other parties, as applicable:
(a) An Assignment of Membership Interests for the Purchased Interests, in the form of Exhibit 1.4(a).
(b) Payoff letters, in form and substance reasonably satisfactory to Purchaser, in respect of any Indebtedness required to be repaid as of the Closing Date, which shall release all Liens on or affecting the Membership Interests and all Liens on or affecting the assets of the Company and include satisfactory evidence of such release (the “Payoff Letters”).
(c) Third party consents, if applicable, from each of the Persons set forth on Schedule 1.4(c).
(d) An Manager’s Certificate substantially in the form of Exhibit 1.4(d).
(e) Certificates of good standing for each jurisdiction in which Company is qualified to do business.
(f) Bank access cards for all bank accounts owned by the Company.
(g) An Accredited Investor Questionnaire, completed and signed by each Seller and each Owner, in a form provided by the Purchaser.
(h) Such other agreements, certificates and instruments, in form and substance reasonably acceptable to the Purchaser and Sellers, as may be reasonably necessary to effect the Closing.
Deliveries by Sellers at Closing. At Closing, Bluegrass and/or Americoal, as applicable, shall deliver the following to SGI:
Deliveries by Sellers at Closing. At the Closing, Sellers shall execute and deliver, or cause to be executed and delivered, or just delivered, where no execution is required, to Buyer:
(a) special warranty deeds in a form mutually agreeable to Buyer and Sellers conveying to Buyer all of the real property included in the Purchased Assets (collectively, the “Deeds”);
(b) assignments and bills of sale containing a special warranty of title in substantially the form of Exhibit C conveying to Buyer all of the Purchased Assets (collectively, the “Purchased Asset Assignments”);
(c) such assignments and consents necessary to transfer to Buyer all Purchased Permits which are transferable to Buyer under applicable Laws and Regulations;
(d) a transition services agreement in a form mutually agreeable to Buyer and Sellers providing for the provision of certain accounting services by Sellers following the Closing (the “Transition Services Agreement”);
(e) a certificate signed by an officer of each Seller certifying that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied or validly waived;
(f) a certificate signed by an officer of each Seller certifying that such Seller is not a foreign person in accordance with Section 1.1445-2(b) of the Treasury Regulations;
(g) certificates of good standing for PVMCE issued by the Secretary of State of the State of Delaware, Oklahoma and Texas, and PVOG issued by the Secretary of State of the Commonwealth of Virginia and the State of Oklahoma and Texas, each dated not more than five days prior to the Closing Date; and
(h) any other agreements, documents, certificates, approvals, consents or other instruments reasonably necessary to consummate the transactions contemplated by this Agreement.
