Deliveries by Sellers at the Closing. Delivery by Sellers of the following at the Closing shall be a condition to the obligations of Enterprises under this Agreement:
(a) A certificate dated the Closing Date executed by an officer of each Seller certifying that (i) the representations and warranties of Sellers hereunder are true and correct in all material respects on the Closing Date as if made on and as of such date, (ii) the Sellers have performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing, and (iii) the applicable conditions precedent to the obligations of Sellers hereunder have been fulfilled or waived;
(b) Opinion of counsel to Sellers and Consolidated, dated the Closing Date, in the form of Exhibit 7.05(b);
(c) Certified copies of the resolutions of the boards of directors and the Executive Committee of the board of directors of Consolidated, which is the sole shareholder of each Seller, authorizing the execution and delivery of this Agreement and the consummation of the transactions herein contemplated;
(d) A xxxx of sale in the form of Exhibit 7.05(d), executed by Sellers;
(e) A Guaranty in the form of Exhibit 7.05(e), executed by Consolidated;
(f) A letter regarding the Seagram License Agreement in the form of Exhibit 7.05(f), executed by Consolidated; and
(g) an Assignment and Assumption Agreement, executed by Consolidated, whereby Consolidated assigns certain contracts to Sellers.
Deliveries by Sellers at the Closing. Delivery by the Sellers of the following at the Closing shall be a condition to the obligation of the Purchaser under this Agreement:
(a) evidence that all remaining liens or encumbrances, except for Permitted Liens, of any kind on the Acquired Assets shall have been released and/or a termination statement shall have been filed as of the Closing Date;
(b) the Trademark Assignment, in substantially the form attached hereto as Exhibit A conveying the rights to the Corn Silk Trademarks, the good will associated therewith and the applications and registrations therefor in the United States, duly executed by the Sellers, and Trademark Assignments, in substantially the form attached hereto as Exhibit A-1 conveying the rights to the Corn Silk Trademarks, the good will associated therewith and the applications and registrations therefor, in each country in which Sellers or either of them hold such rights;
(c) the Sellers' Xxxx of Sale, in substantially the form of Exhibit B, conveying all tangible property included in Assets, duly executed by the Sellers;
(d) the Trademark License Agreement, in substantially the form of Exhibit C, duly executed by the Sellers;
(e) the Assumption Agreement, in substantially the form of Exhibit D, duly executed by the Sellers;
(f) the Manufacturing Agreement, in substantially the form of Exhibit E, duly executed by Sellers;
(g) an opinion of Xxxxxx & Xxxxxx LLP, counsel to the Sellers, dated as of the Closing Date in form and substance set forth on Exhibit F; and
(h) such other instruments of sale, transfer, conveyance and assignment as the Purchaser reasonably may request to effectuate the transfer of the Acquired Assets to the Purchaser.
Deliveries by Sellers at the Closing. Subject to the conditions set forth herein, at or prior to the Closing, Sellers shall deliver the following to Purchaser:
(a) Stock certificates representing all of the Company Stock, accompanied by stock powers (duly endorsed in blank) or other duly executed instruments of transfer;
(b) Executed employment agreement between Xxxxxxx Xxxx and the Company, in the form of Exhibit A;
(c) Executed employment agreement between Xxxxxx Xxxxxx and the Company, in the form of Exhibit B;
(d) Executed employment agreement between Xxxxxx Xxxx and the Company, in the form of Exhibit C;
(e) Executed resignations from the officers and directors of the Company;
(f) An opinion of counsel to Sellers substantially in the form of Exhibit D; and
(g) The minute book and other corporate or financial records of the Company.
Deliveries by Sellers at the Closing. At the Closing, Sellers shall deliver or cause to be delivered to the Purchasers:
i. duly executed Patent Assignments with respect to each Patent;
ii. a Xxxx of Sale and such other instruments of conveyance, assignment and transfer as shall be effective to transfer and assign to, and vest in, Purchasers, the Assets free and clear of any and all Liens,
iii. an Officers’ Certificate, as to whether each condition specified in this Agreement has been satisfied in all respects; iv. such other bills of sale, endorsements, assignments, and other good and sufficient instruments of conveyance, transfer and assignment as shall be necessary to vest in the Purchasers good title in and to the Assets free and clear of any and all liens; and
v. such documents and instruments as the Purchasers may reasonably request to evidence the satisfaction of all conditions precedent set forth in this Agreement;
vi. possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information relating to the Assets (collectively, the “Records”).
Deliveries by Sellers at the Closing. Delivery by the Sellers of the following at the Closing shall be a condition to the obligation of the Purchasers under this Agreement: (a) Evidence that all remaining liens or encumbrances, except for Permitted Liens, of any kind on the Acquired Assets shall have been released and/or a termination statement shall have been delivered or filed as of the Closing Date; (b) Counsel for the Sellers shall have delivered to the Purchasers a written opinion, dated the Closing Date, as to the matters set forth in Sections 2.2, 2.3 and 2.4(a), (b) and (c) of this Agreement, in a form reasonably satisfactory to the Purchasers and their counsel; (c) The Escrow Agreement, in substantially the form attached hereto as Exhibit A; (d) The Trademark Assignment Agreement, in substantially the form attached hereto as Exhibit B, conveying the Trademark; (e) The Sellers' bills of sale, in substantially the form of Exhibit C and C-1, conveying all tangible property included in the Acquired Assets;
Deliveries by Sellers at the Closing. Sellers shall deliver, or cause to be delivered, to Buyer the following documents (the “Sellers’ Closing Documents”):
(i) an executed counterpart of a xxxx of sale, substantially in the form of Exhibit D attached hereto (“Xxxx of Sale”);
(ii) an executed counterpart of the Assumption Agreement;
(iii) an executed copy of the Bankruptcy Order (if the Parties elect to seek one);
(iv) the certificate of Sellers required by Section 10(a)(i), dated the Closing Date, substantially in the form attached hereto as Exhibit E, duly executed by Sellers;
(v) a tax compliance certificate from the South Carolina Department of Revenue; and
(vi) such other endorsements, assignments, instruments or other documents as are contemplated by this Agreement or as are reasonably deemed necessary by Buyer or Buyer’s legal counsel.
Deliveries by Sellers at the Closing. Delivery by Sellers of the following at the Closing shall be a condition to the obligations of Enterprises under this Agreement: 1.8
(a) A certificate dated the Closing Date executed by an officer of each Seller certifying that (i) the representations and warranties of Sellers hereunder are true and correct in all material respects on the Closing Date as if made on and as of such date, (ii) the Sellers have performed and complied in all material respects with all agreements, covenants, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing, and (iii) the applicable conditions precedent to the obligations of Sellers hereunder have been fulfilled or waived; (b)
Deliveries by Sellers at the Closing. At the Closing, Conopco shall deliver, or cause the other Sellers to deliver, to Purchaser the following items:
(a) The officer's certificates referred to in Sections 7.2(a) and (b).
(b) [Intentionally Omitted]
(c) The duly executed Seller Ancillary Documents referred to in Section 7.2(e), each dated the Closing Date and in form and substance reasonably satisfactory to counsel to Purchaser.
Deliveries by Sellers at the Closing. At the Closing, Sellers and USDT shall deliver, or cause to be delivered, as applicable, to Buyer:
Deliveries by Sellers at the Closing. At the Closing, Sellers shall deliver the following to Buyer, duly executed and properly acknowledged, if appropriate:
(a) the Xxxx of Sale, substantially in the form attached hereto as Exhibit A, for the tangible personal property included in the Related Assets;
(b) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit B, in recordable form if necessary;
