Deliveries by Sellers to Purchaser. Prior to and as a condition precedent to the effectiveness of the transactions contemplated hereunder, Purchaser shall have received and/or Sellers shall deliver or cause to be delivered to Purchaser: (a) certificates representing 2,000 of the purchased Shares which certificates shall be either duly endorsed or accompanied by stock powers duly endorsed, executed together with evidence satisfactory to the Purchaser that any Lien on such purchased Shares has been released or terminated; (b) the legal opinion of Carney, Badley, Smitx & Spelxxxx, xxunsel for Sellers and the Company, substantially in the form attached hereto as Exhibit A; (c) all releases necessary to terminate and discharge any Liens on the Shares; (d) an executed copy of the Stock Purchase Agreement dated the date hereof between Ski Holdings, the Representative and Sellers (the "Holdings Purchase Agreement") and evidence of consummation of the transactions contemplated thereunder; (e) a certified copy of the Certificate of Formation from the Secretary of State of the State of Delaware evidencing the creation of Purchaser (the "Certificate of Formation"); (f) an executed copy of the Operating Agreement of Purchaser (the "Operating Agreement"); (g) a transfer deed evidencing transfer of certain Developmental Real Estate from the Company to Purchaser (the "DRE Deed"); (h) an executed copy of the Agreement and Plan of Recapitalization between the Company and Sellers (the "Recapitalization Plan"); (i) evidence that Sellers have designated Davix X. Xxxxxxx xx Representative in accordance with Section 9.1 of the Agreement; and (j) such other instruments and documents as are: (i) required by any other provisions of this Agreement to be delivered by Sellers to Purchaser; or (ii) reasonably necessary, in the opinion of Purchaser, to effect the performance of this Agreement by Sellers.
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Deliveries by Sellers to Purchaser. Prior to and as a condition precedent to At the effectiveness of the transactions contemplated hereunderClosing, Purchaser shall have received and/or Sellers shall deliver or cause to be delivered to Purchaser:
(a) certificates representing 2,000 all of the purchased Shares Shares, which certificates shall be either duly endorsed or accompanied by stock powers duly endorsed, executed together with evidence satisfactory to the Purchaser that any Lien Liens on such purchased Shares has have been released or terminated;
(bi) the articles of incorporation of the Company certified by the Secretary of State of the State of Washington as of a date not earlier than five (5) days prior to the Closing Date and (ii) the articles of incorporation and by-laws of the Company certified by the Secretary or an Assistant Secretary of the Company as of the Closing Date;
(c) certificates of good standing for the Company from the State of Washington and each state where the Company's failure to be qualified to transact business as a foreign corporation would have a material adverse effect on the Company or its business or financial condition;
(d) the legal opinion opinions of CarneyShort Xxxxxxxx & Xxxxxxx PLLC and The Law Office of Xxxxxx Xxxxxxx, Badley, Smitx & Spelxxxx, xxunsel each as counsel for Sellers and the Company, in form and substance reasonably satisfactory to Purchaser;
(e) a certificate executed by the Representative, dated as of the Closing Date, certifying that all representations and warranties of Sellers herein contained are true and complete in all material respects as of the Closing Date as if made thereon and that each Seller has performed or complied in all material respects with all of the covenants, agreements and obligations required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date;
(f) an executed original of each consent required to be obtained pursuant to Section 6.1(c); --------------
(g) an affidavit of the President or a Vice President of the Company stating, under penalty of perjury, the Company's United States taxpayer identification number and that the Company is not a foreign person, pursuant to Section 1442(b)(2) of the Code;
(h) the Employment and Non-Compete Agreement, substantially in the form attached hereto as of Exhibit A;8.3(h)
(ci) executed by each of Xxxxxxx and Xxx (together, the ----------------- "Employment Agreements"); ----------------------
(i) all releases necessary to terminate and discharge any and all Liens on the SharesShares and the Company's other assets;
(dj) an executed copy evidence of the Stock Purchase Agreement dated resignations of all directors and officers of the date hereof between Ski HoldingsCompany;
(k) evidence of the repayment in full of the aggregate amount of all loans, if any due and owing to the Representative and Company from Sellers (excluding the "Holdings Purchase Agreement"approximately $8,779.78 owed to the Company by Xxxxxxx) or the Company's Affiliates, employees, consultants, officers or directors and evidence of consummation the repayment in full of the transactions contemplated thereunder;
(e) a certified copy aggregate amount of the Certificate of Formation from the Secretary of State of the State of Delaware evidencing the creation of Purchaser (the "Certificate of Formation");
(f) an executed copy of the Operating Agreement of Purchaser (the "Operating Agreement");
(g) a transfer deed evidencing transfer of certain Developmental Real Estate all loans, if any due and owing from the Company to Purchaser Sellers (excluding the "DRE Deed")approximately $17,094.84 owed to Xxx by the Company) or the Company's Affiliates, employees, consultants, officers or directors;
(hl) an executed copy of a landlord's waiver and consent in form and substance satisfactory to Purchaser with respect to the Agreement and Plan of Recapitalization between the Company and Sellers (the "Recapitalization Plan")Leased Real Property;
(im) evidence a supplement to Purchaser's Shareholders Agreement, substantially in the form of Exhibit 8.3(m) as executed by the Principal Stockholders; --------------
(n) a written acknowledgment and agreement, in form and substance satisfactory to Purchaser, by each Seller that Sellers have designated Davix X. Xxxxxxx xx Representative in accordance with Section 9.1 becomes a stockholder of the Company as described on Schedule 5.2(c) that such Person assumes all obligations of a --------------- Seller set forth in this Agreement, including under Articles II, III, IX, X and ----------- --- -- - XII; andand ---
(jo) such other instruments and documents as are: (i) required by any other provisions of this Agreement to be delivered on the Closing Date by Sellers to Purchaser; or (ii) reasonably necessary, in the opinion of Purchaser, to effect evidence the performance by Sellers of their obligations under this Agreement by SellersAgreement.
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Samples: Stock Purchase Agreement (Medichem Life Sciences Inc)
Deliveries by Sellers to Purchaser. Prior to and as a condition precedent to At the effectiveness of the transactions contemplated hereunderClosing, Purchaser shall have received and/or Sellers shall deliver or cause to be delivered to Purchaser:
(a) certificates representing 2,000 all of the purchased Shares which such certificates shall be either duly endorsed or accompanied by stock powers duly endorsed, executed together with evidence satisfactory to the Purchaser that any Lien on such purchased Shares has been released or terminated;
(bi) articles of incorporation of the Company certified by the Secretary of State of Nevada and certified by the Secretary or Assistant Secretary of the Company as of the Closing Date, and (ii) the by-laws of the Company certified by the Secretary or Assistant Secretary of the Company as of the Closing Date;
(c) certificates of good standing for the Company from the State of Nevada and any state where the Company's failure to be qualified to transact business as a foreign corporation would have a material adverse effect on the Company or its business or financial condition;
(d) the legal opinion of CarneyPrice, Badley, Smitx & SpelxxxxBrowx xxx Halsxx, xxunsel for Sellers and the Company, substantially in the form attached hereto as Exhibit AB;
(ce) a certificate executed by each Seller, dated as of the Closing Date, certifying that (i) all representations and warranties of such Seller herein contained are true, correct and complete in all material respects as of the Closing Date as if made thereon and (ii) that such Seller has performed or complied in all material respects with all of the covenants and obligations required by this Agreement to be performed or complied with by such Seller on or prior to the Closing Date;
(f) an executed original of each consent required to be obtained pursuant to Section 6.1(d);
(g) an affidavit of the President or a Vice President of the Company stating, under penalty of perjury, the Company's United States taxpayer identification number and that the Company is not a foreign person, pursuant to Section 1442(b)(2) of the Code;
(h) Consulting and Non-Compete Agreements substantially in the form of Exhibit C executed by each Seller (collectively, the "Consulting Agreements");
(i) all releases necessary to terminate and discharge any Liens on the SharesShares and the Company's assets except for those Liens listed on Schedule 3.17;
(dj) an a withholding certificate, in the form of Exhibit D executed copy of the Stock Purchase Agreement dated the date hereof between Ski Holdings, the Representative and Sellers (the "Holdings Purchase Agreement") and evidence of consummation of the transactions contemplated thereunderby each Seller;
(ek) a certified copy evidence of the Certificate of Formation from the Secretary of State repayment in full of the State aggregate amount of Delaware evidencing all loans (including, without limitation, principal, interest and fees) due and owing to the creation Company from any Seller or any of Purchaser (the "Certificate of Formation"Company's Affiliates, employees, officers or directors except for those loans to employees as set forth on Schedule 8.3(k);
(fl) an executed copy evidence of resignations of all directors and officers of the Operating Agreement of Purchaser (the "Operating Agreement");
(g) a transfer deed evidencing transfer of certain Developmental Real Estate from the Company to Purchaser (the "DRE Deed");
(h) an executed copy of the Agreement and Plan of Recapitalization between the Company and Sellers (the "Recapitalization Plan");
(i) evidence that Sellers have designated Davix X. Xxxxxxx xx Representative in accordance with Section 9.1 of the AgreementCompany; and
(jm) such other instruments and documents as are: (i) required by any other provisions of this Agreement to be delivered on the Closing Date by Sellers to Purchaser; or (ii) reasonably necessary, in the opinion of Purchaser, to effect the performance of this Agreement by Sellers.
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Deliveries by Sellers to Purchaser. Prior to and as a condition precedent to the effectiveness of the transactions contemplated hereunder, Purchaser shall have received and/or Sellers shall deliver or cause to be delivered to Purchaser:
(a) certificates representing 2,000 all of the purchased Shares which certificates shall be either duly endorsed or accompanied by stock powers duly endorsed, executed together with evidence satisfactory to the Purchaser that any Lien on such purchased Shares has been released or terminated;
(b) the by-laws of the Company certified by the Secretary or Assistant Secretary of the Company;
(c) certificates of existence for the Company from the State of Washington and any state where the Company's failure to be qualified to transact business as a foreign corporation would have a material adverse effect on the Company or its business or financial condition;
(d) the legal opinion of Carney, Badley, Smitx & SpelxxxxXpelxxxx, xxunsel for Sellers and the Company, substantially in the form attached hereto as Exhibit AB;
(ce) an executed original of each consent, approval, order, authorization, registration, declaration and filing described on Schedule 3.27 in form reasonably satisfactory to Purchaser including, without limitation, any (i) consent of the Forest Service or reissuance of each USFS Permit to the Company required upon consummation of sale and purchase of the Shares and (ii) necessary authorizations, agreements and consents of any Persons or Authorities to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall be in full force and effect as of the date hereof, and no such authorizations, agreements and consents shall impose any burdensome or, in Purchaser's reasonable determination, unsatisfactory conditions or requirements on Purchaser or Purchaser shall have entered into new contracts or agreements which permit the continued use or supply of the property, products, technology or services provided for by the Company's existing contracts or agreements on terms no less favorable to the Company than the prior contract or agreement of the Company as to such property, products, technology or services;
(f) the letter dated February 7, 1997 from the Forest Service regarding the USFS Permits and all other Permits issued or reissued in the name of the Company;
(g) an affidavit of the President or a Vice President of the Company stating, under penalty of perjury, the Company's United States taxpayer identification number and that the Company is not a foreign person, pursuant to Section 1442(b)(2) of the Code;
(h) the Employment and Non-Compete Agreement substantially in the form of Exhibit D attached hereto executed by Davix X. Xxxxxxx xxx the Company (the "Employment Agreement");
(i) all releases necessary to terminate and discharge any Liens on the SharesShares and the Company's assets;
(dj) an executed copy of the Preferred Stock Purchase Agreement dated the date hereof between Ski HoldingsDRE, L.L.C., the Representative and Sellers (the "Holdings Preferred Stock Purchase Agreement") and evidence of consummation of the transactions contemplated thereunder);
(ei) a promissory note in the aggregate principal amount of $300,000 (the "$300,000 Company Note") and (ii) a promissory note in the aggregate principal amount of $650,000 (the "$650,000 Company Note"), each dated the date hereof from the Company to Purchaser due one year from the date hereof, evidencing Purchaser's advance to the Company on the date hereof of $950,000 in cash to satisfy certain obligations of the Company under the Key Bank Credit Documents and under other currently existing third-party obligations;
(l) with respect to each parcel of Owned Real Property, an owner's title insurance policy on ALTA 1992 Owner's Form B (the "Title Policies") issued by First American Title Insurance Company or another title insurance company reasonably acceptable to Purchaser (the "Title Company"), insuring the fee simple title of the Company in such real estate, subject only to exceptions which are reasonably satisfactory to Purchaser, and including extended coverage (other than to survey matters), a zoning 3.1 with parking endorsement, a non-imputation endorsement, an owner's comprehensive endorsement and such other endorsements or coverages deemed necessary or advisable in the reasonable judgment of Purchaser;
(m) a GAP undertaking and all other documents deemed reasonably necessary by the Title Company for purposes of delivering the Title Policies;
(n) a withholding certificate, in the form of Exhibit E executed by each Seller;
(o) a certified copy of the Certificate of Formation Amended Articles from the Secretary of State of the State of Delaware evidencing the creation of Purchaser (the "Certificate of Formation")Washington;
(fp) an executed copy of the Operating Agreement of Purchaser DRE, L.L.C., dated the date hereof (the "Operating Agreement");
(gq) a transfer deed evidencing transfer an executed copy of certain Developmental Real Estate from the two Purchase Agreements between the Company and certain Sellers relating to Purchaser the sale of the Company's partnership interest in ODCX (the "DRE DeedAssignment Agreement");
(hr) an executed copy of the Agreement and Plan of Recapitalization between the Company and Sellers (the "Recapitalization Plan");
(s) evidence that Sellers have (i) caused the Company to contribute $162,911 to the Company's current employees either through a bonus or a contribution to the employees' 401(k) Plan and (ii) advised such employees that such contribution is made on an equal basis by Purchaser, on the one hand, and Sellers, on the other hand;
(t) evidence that Sellers have designated Davix X. Xxxxxxx xx Representative in accordance with Section 9.1 of the Agreement; and;
(ju) a report, in form and substance satisfactory to Purchaser, as to the results of an examination of financing statements filed under the Uniform Commercial Code, and tax lien and judgment records, in each office in each such jurisdiction as Purchaser shall reasonably request, and such report shall indicate no material security interests, tax liens, judgments or other Liens not previously disclosed in writing to Purchaser;
(v) an executed deed evidencing the transfer of the Developmental Real Estate from the Company to DRE, L.L.C. (the "DRE Deed");
(w) a copy of the final appraisal of the Developmental Real Estate as of January 31, 1997, from Brucx X. Xxxxx & Xssociates dated February 18, 1997, in form and substance satisfactory to Purchaser;
(x) evidence of resignations of all directors and officers of the Company; and (y) such other instruments and documents as are: (i) required by any other provisions of this Agreement to be delivered by Sellers to Purchaser; or (ii) reasonably necessary, in the opinion of Purchaser, to effect the performance of this Agreement by Sellers.
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Deliveries by Sellers to Purchaser. Prior to and as a condition precedent to At the effectiveness of the transactions contemplated hereunderClosing, Purchaser shall have received and/or Sellers shall deliver or cause to be delivered to Purchaser:
(a) certificates Certificates representing 2,000 of the purchased Shares Purchased Shares, which certificates shall be either duly endorsed in blank or accompanied by stock powers duly endorsed, executed together with evidence satisfactory to the Purchaser that any Lien on such purchased Shares has been released or terminatedin blank;
(b) Articles of Incorporation of each Company certified by the legal opinion Secretary of Carney, Badley, Smitx & Spelxxxx, xxunsel for Sellers and the Company, substantially in the form attached hereto as Exhibit AState of its state of incorporation;
(c) all releases necessary certificates of existence or good standing, as applicable, dated as of a recent date, for each Company from its jurisdiction of incorporation and any state where such Company's failure to terminate be qualified to transact business as a foreign corporation would have a Material Adverse Effect on FAME, and discharge any Liens on bring down certificates of good standing in each of such jurisdictions dated the SharesClosing Date;
(d) an executed copy the legal opinion of the Stock Purchase Agreement dated the date hereof between Ski HoldingsXxxxx Xxxxxx, the Representative Esq., general counsel for Sellers, in form and Sellers (the "Holdings Purchase Agreement") substance reasonably acceptable to Purchaser and evidence of consummation of the transactions contemplated thereunderits counsel;
(e) a certified copy certificate executed by each Seller, each dated as of the Certificate Closing Date, certifying that all representations and warranties of Formation from the Secretary of State such Seller herein contained in Sections 3.1(c), 3.2, 3.4, 3.13, 3.22 and 3.24 are true, correct and complete, except as would not have a Material Adverse Effect on FAME (but without giving effect to any reference to Material Adverse Effect contained in any such representation), and that such Seller has performed or complied in all material respects with all of the State of Delaware evidencing covenants and obligations required by this Agreement to be performed or complied with by such Seller on or prior to the creation of Purchaser (the "Certificate of Formation")Closing Date;
(f) an the Xxxx Employment Agreement executed copy of the Operating Agreement of Purchaser (the "Operating Agreement")by Xxxx;
(g) a transfer deed evidencing transfer of certain Developmental Real Estate from the Company to Purchaser (the "DRE Deed")Polk Employment Agreement executed by Polk;
(h) an the Xxxxxxx Employment Agreement executed copy of the Agreement and Plan of Recapitalization between the Company and Sellers (the "Recapitalization Plan")by Xxxxxxx;
(i) evidence that Sellers have designated Davix X. Xxxxxxx xx Representative in accordance with an executed original of each consent required to be obtained pursuant to Section 9.1 of the Agreement6.1(c); and
(j) such other instruments and documents as are: (i) are required by any other provisions of this Agreement to be delivered on the Closing Date by Sellers to Purchaser; or (ii) reasonably necessary, in the opinion of Purchaser, to effect the performance of this Agreement by Sellers.
Appears in 1 contract
