Deliveries by Sellers to Buyer. At the Closing, Sellers shall deliver or cause to be delivered to Buyer:
(a) bills of sale and other necessary instruments of transfer to validly vest in Buyer the Purchased Assets on the Closing Date free and clear of all Liens other than Permitted Liens;
(b) counterparts to the Assumption Agreement duly executed by each Seller;
(c) counterparts to the Transition Services Agreement duly executed by each Seller and Seller Parent;
(d) counterparts to the Buyer Lease Agreement duly executed by the applicable Affiliate of Sellers;
(e) counterparts to the Seller Lease Agreements duly executed by the applicable Affiliate of Sellers;
(f) a certificate of non-foreign status which meets the requirements of Treasury Regulation Section 1.1445-2(b)(2) and is reasonably acceptable to Buyer duly executed by Seller Parent;
(g) assignments of the Transferred Leases executed by the applicable Seller with respect to the Transferred Leased Property, in form and substance reasonably satisfactory to Buyer;
(h) all consents to assignments of the Assumed Contracts as have been obtained by Sellers as of the Closing Date;
(i) the Title Policies;
(j) deeds conveying such title as the applicable Seller or its Affiliate received when it acquired such properties, in form and substance reasonably satisfactory to Buyer, conveying the Transferred Real Property to Buyer, free and clear of all Liens, other than Permitted Liens; and
(k) all other documents, instruments and writings required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement (including Section 10.1) or otherwise reasonably requested by Buyer in connection herewith.
Deliveries by Sellers to Buyer. At the Closing, Sellers shall deliver or cause to be delivered to Buyer:
(a) the certificate of incorporation (or comparable organizational documents) of each Seller certified by the Secretary of State of the State of Delaware;
(b) a certificate executed by the CRO of each Seller, dated as of the Closing Date, to the effect that the conditions specified in Section 3.2(a), (b), (e) and (k) are satisfied in all respects;
(c) such instruments of transfer and assignment for the Assets that Buyer may request to vest the Assets in Buyer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Sale Order, except for Assumed Liabilities, in accordance with terms of this Agreement; and
(d) such other instruments and documents as are required by any other provisions of this Agreement or any agreement executed in connection herewith to be delivered on the Closing Date by Sellers to Buyer.
Deliveries by Sellers to Buyer. Sellers shall deliver to Buyer certificate(s) representing the Shares.
Deliveries by Sellers to Buyer. At the Closing, Sellers will cause Holdco to deliver to Buyer all of the certificates representing the Equity Interests (if certificated), duly endorsed for transfer or accompanied by duly executed transfer powers (or other form of assignment or transfer).
Deliveries by Sellers to Buyer. At the Closing, Sellers shall deliver, or shall cause to be delivered, to Buyer the following:
(i) certificates representing the Shares, duly endorsed for transfer to Buyer, and other appropriate evidence reflecting the transfer of the Shares to Buyer;
(ii) the certificate required by Section 7.2(c);
(iii) the Escrow Agreement, duly executed;
(iv) resignations, effective as of the Closing, duly executed by each member of the board of directors of Company and Bank;
(v) all such other documents and instruments as may be reasonably required by Buyer to consummate the transactions contemplated by this Agreement;
(vi) duly executed and acknowledged affidavits of Company, in accordance with Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), certifying that each “interest” in Company (within the meaning of Section 897(c)(1) of the Code) is not a “United States real property interest” within the meaning of Section 897(c) of the Code; and
(vii) a duly executed IRS Form W-9 for each Seller.
Deliveries by Sellers to Buyer. At or prior to the Closing, Sellers will deliver to Buyer:
3.2.1. A duly executed Interim Process Agreement (as defined in Section 6.2.6. below);
3.2.2. A duly executed Assignment and Assumption Agreement in substantially the form attached as Exhibit A;
3.2.3. A duly executed closing certificate of each Seller signed by the appropriate officer of the Seller certifying as to the fulfillment of the conditions set forth in Sections 4.1.1 and 4.1.2 of this Agreement is substantially the form attached as Exhibit B;
Deliveries by Sellers to Buyer. Shareholders shall deliver to Buyer certificates representing all of the Shares and CID shall deliver to Buyer the Warrant.
Deliveries by Sellers to Buyer. (A) Sellers shall deliver to Buyer a xxxx of sale relating to the Purchased C Assets purchased and sold at the Initial Closing in a form to be mutually agreed (the "Initial Xxxx of Sale");
(B) Sellers shall deliver to Buyer a certification of non-foreign status from Sellers in the form and manner that complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder (a "FIRPTA Certificate");
(C) subject to Sections 2.06 and 2.07, Sellers shall deliver to Buyer assignments of the Assigned C Contracts;
(D) the Company and Seller Parent shall deliver the certificate contemplated by Section 9.01(a); and
(E) Sellers shall deliver to Buyer all other documents, certificates, instruments or writings required to be delivered by Sellers at or prior to the Initial Closing pursuant to this Agreement or otherwise required in connection herewith.
Deliveries by Sellers to Buyer. At the Closing, SELLERS shall deliver to BUYER or HSOA:
(i) stock certificates representing the Target Shares, together with executed stock powers therefor, and the minute books and all original organization documents for TARGET1 and TARGET2;
(ii) a certificate, executed by SELLERS as of the Closing Date, certifying that the conditions specified in Section 2.1 and all covenants, obligations, representations, warranties, and agreements of SELLERS required by this Agreement have been satisfied as of the Closing. Such certificate shall be in substantially the form attached hereto as Exhibit C;
(iii) any and all consents required to be obtained by the SELLERS from third parties, including from any Governmental Authority (defined in Article VIII), in order to transfer the Target Shares to BUYER in accordance with this Agreement;
(iv) a certificate of good standing for each of the TARGETS in the State of California and in each additional jurisdiction in which the TARGETS operate; and
(v) such other documents or instruments as are required to be delivered by SELLERS at the Closing pursuant to the terms hereof or that BUYER or HSOA reasonably requests prior to the Closing Date to effect the transactions contemplated hereby.
Deliveries by Sellers to Buyer. At the Closing, the Sellers shall deliver (or cause to be delivered) to Buyer the following:
(A) an assignment of each Seller’s portion of the Purchased Equity in favor of Buyer in a form reasonably acceptable to Buyer, duly executed by such Seller;
(B) for each Target Company, a certificate issued by an appropriate authority of its jurisdiction of organization certifying as of a date no more than ten (10) Business Days prior to the date hereof that such entity is in good standing under the Laws of such jurisdiction;
(C) an escrow agreement for the Escrow Amount in the form attached as Exhibit C hereto (the “Escrow Agreement”), duly executed by all Sellers;
(D) each Ancillary Agreement to which such Seller is a party, duly executed by such Seller; and
(E) letters executed by any director or officer (or Persons holding comparable positions) of each Target Company and each of its Subsidiaries, resigning such person’s positions as a director or officer (or any comparable position) of such Target Company (but not such person’s employment, if any, with such entity).
