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 Kinsxx xxx 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, 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. 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 Closing, Sellers shall execute and deliver, or cause to be executed and delivered, to Buyer:
(a) special warranty deeds conveying to Buyer all fee lands included in the Assets ("Deeds"), in substantially the form attached hereto as Exhibit A;
(b) assignments and partial assignments, as appropriate, in recordable form assigning to Buyer all interests in real property included in the Assets (other than fee property), including any obligations contained in easements to install and maintain farm
(c) a conveyance, assignment and bill xx sale assigning to Buyer all personal property (tangible and intangible) included in the Assets ("Conveyance"), in substantially the form attached hereto as Exhibit C;
(d) NNG's standard form of Operational Balancing Agreement, which is attached hereto as Exhibit D (the "NNG OBA"), unless the currently effective NNG OBA between NNG and Buyer is amended to accommodate new delivery points;
(e) TW's standard form of Operational Balancing Agreement, which is attached hereto as Exhibit D-2 (the "TW OBA"), unless the currently effective TW OBA between TW and Buyer is amended to accommodate new delivery points;
(f) certificates of title for vehicles included in the Assets where necessary to transfer title, duly endorsed in blank;
(g) the assumption agreement regarding certain system operational obligations and rate discounts, in substantially the form attached hereto as Exhibit E (the "Assumption Agreement");
(h) the cathodic protection agreement between Sellers and Buyer, in substantially the form attached hereto as Exhibit F (the "Cathodic Protection Agreement");
(i) right of way and easement agreements granting to Buyer a right of way for pipeline facilities that cross fee lands retained by Sellers or their affiliates, in substantially the forms attached hereto as Exhibit G (the "Right of Way Agreement'); and
(j) a processing agreement between Buyer and Enron Gas Processing Company ("EGP") in substantially the form attached hereto as Exhibit H (the "EGP Processing Agreement") and
(k) the gathering agreement between TW and Buyer providing transportation for certain gas that will be purchased or received by TW after the Closing Date, in the form, provided for in TW's FERC Order in Docket No. CP95-70 with the term amended to coincide with any TW gas purchase obligations. In the event TW and Buyer agree to the assignment of the TW gas purchase obligations to Buyer, the gathering agreement shall not be applicable to this Agreement;
(l)...
Deliveries by Sellers at Closing. At the Closing, and thereafter as may be reasonably requested by Buyer, Sellers shall convey, transfer, assign, and deliver all of their right, title and interest in and possession of the Assets and Business to Buyer, and shall also deliver to Buyer, or as designated by Buyer, the following:
(a) Bills of sale in substantially the form attached hereto as Exhibit 3.2
(a) fully executed by Sellers; (b) Assignment and Assumption of Real Property Leases in substantially the form attached hereto as Exhibit 3.2(b), fully executed by Sellers in recordable form; (c) Assignment and Assumption of Material Contracts in substantially the form attached hereto as Exhibit 3.2(c), fully executed by Sellers;
Deliveries by Sellers at Closing. At the Closing, Sellers shall execute and/or deliver, or cause to be executed and/or delivered, the following:
(a) the Xxxx of Sale;
(b) the Assignment of Contracts;
(c) certificates of title for the Vehicles;
(d) the Assumption Agreement;
(e) the Escrow Agreement;
(f) Noncompetition Agreements between Xxxxxxx X. Xxxx and Buyer, and between M. Xxxx Xxxx and Buyer;
Deliveries by Sellers at Closing. At Closing, Sellers shall execute and deliver, or cause to be executed and delivered, to Buyer:
(a) special warranty deeds conveying to Buyer all fee lands included in the Assets ("Deeds"), in substantially the form attached hereto as Exhibit A;
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 will deliver to Purchaser:
Deliveries by Sellers at Closing. At the Closing, the Sellers shall -------------------------------- deliver to ART:
(a) any bills of sale or other instruments of assignment reasonably required or requested by ART to transfer, convey and assign the Assets to ART;
(b) certified copies of resolutions of the shareholders and the board of directors of Sellers authorizing Sellers to enter into and perform their respective obligations under this Agreement;
(c) a copy of the charter documents of Sellers certified by the appropriate public official and a copy of the by-laws or other organizational documents of Sellers certified by their respective Secretaries;
(d) all such other documents and instruments as ART or its counsel shall reasonably request to consummate or evidence the transactions contemplated hereby;
(e) any tax clearance certificates or other similar certificates.
(f) any original documentation from the FCC relating to the Licenses transferred at the Closing.
