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Common use of Deliveries by Sellers Clause in Contracts

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers the following: (a) A copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Date. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretion.

Appears in 1 contract

Samples: Asset Purchase Agreement (Remington Arms Co Inc/)

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers Purchasers at the followingClosing: (ai) A copy For each Seller, a general warranty xxxx of all Remington corporate resolutions authorizing the execution, delivery sale and performance instrument of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington assignment to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, Purchased Assets in the form of Exhibit CK annexed hereto, duly executed by such Sellers. ii) The Assignment and such other instruments Assumption of transfer as Buyers may reasonably request to convey and vest the Leases in the applicable Buyer form of Exhibit L. iii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of Sellers’ rightany trademarks, title trade names, patents and interest other Intellectual Property, duly executed and in and form reasonably acceptable to all Purchasers. iv) Certificates of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect appropriate public officials to the matters set forth effect that each Seller was a validly existing corporation in Exhibit G attached hereto, which shall be addressed to Buyers, and dated good standing in its state of incorporation as of a date not more than 30 days prior to the Closing Date. (lv) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each SellerSeller and certified by their respective Secretaries. vi) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 30 days prior to the Closing Date, dated certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, stating certified by their respective Secretaries. vii) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and the performance by such Sellers of the transactions contemplated hereby, and (B) to the effect that the conditions specified Governing Documents of Sellers delivered pursuant to Section 6.3(a)(v) were in Sections 7.4(a)(ieffect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. viii) The Voting Trust Agreement executed by each Seller. ix) The opinion of Alter Xxxxxxxx & Mantel LLP, legal counsel to Sellers, in substantially the form of "Exhibit M". x) For each Seller, a completed New Theater Transition Form, in the form attached hereto as "Exhibit N". xi) Such other agreements and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretiondocuments as Purchasers may reasonably request.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)

Deliveries by Sellers. At the Closing, Sellers shall deliver deliver, or cause to be delivered delivered, to Buyers the following: (a) A copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedTransferred Assets; (b) A copy bills of all RA Brands resolutions authorizing sale or other appropriate documents of transfer, in form and substance reasonably acceptable to Buyers, transferring the execution, delivery and performance of Tangible Personal Property included in the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands Transferred Assets to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedBuyers; (c) Evidence of the removal of Liensassignments, in form and substance reasonably acceptable to Buyers and, if anyapplicable, as required by any Governmental Entity with which Sellers’ or any of their respective Affiliates’ rights to any Transferred Intellectual Property have been filed, assigning to Buyers the Transferred Intellectual Property; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described assignment and assumption agreements, in Section 6.7); (e) Assignments of trademarksform and substance reasonably acceptable to Buyers and Sellers, copyrights, and such other instruments of assignment as may be necessary assigning to file with the appropriate governmental agencies to transfer to the applicable Buyer Buyers all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, Sellers and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest their respective Affiliates in and to all of the remaining Purchased AssetsTransferred Contracts, exclusive of any Excluded Liabilities; (e) duly executed counterparts of each of the Ancillary Agreements; (f) duly executed counterparts of each of the Employment Agreements by the Transferred Employees, which shall include each of the Key Employees; (g) The Transitional Services Agreement attached as Exhibit D heretothe Estimated Closing Date Inventory Statement; (h) The Remington License Agreement attached as Exhibit E heretothe Business Data; provided, however, that Sellers may request to retain certain Business Data to the extent that the delivery thereof would create an unreasonable burden on Sellers; provided, further, that any such retention by Sellers shall not affect Buyers’ ownership of any such Business Data; provided, further; that if, following any such retention by Sellers, Buyers request in writing that Sellers deliver all or any portion of such Business Data, Sellers shall permit Buyers or its representatives reasonable access to Sellers’ facilities and records to retrieve such Business Data, or, if Sellers not to permit such access, or otherwise prohibit or materially interfere with Buyers’ ability to access or retrieve such Business Data, Sellers shall deliver such Business Data to Buyers at Sellers’ sole cost and expense within thirty (30) days; (i) An agreement between certain evidence of the Buyers and Remington for obtaining of or the provision of certain consulting services from and after Closing (filing with respect to, the “Consulting Agreement”) attached as Exhibit F heretoSeller Required Approvals; (j) An employment agreement between Remington (i) a certificate of a duly authorized officer of Parent, in form and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed substance reasonably acceptable to Buyers, and dated as of the Closing Date. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that (1) the Transferred Assets do not constitute all or substantially all of the assets of Parent, and that the conditions specified Transferred Assets held by any particular Seller do not constitute all or substantially all of the assets of such Seller and (2) the approval or affirmative vote or other consent by the shareholders of Parent is not required for the consummation of the transfer of the Transferred Assets to Buyers by Sellers and (ii) a certificate of a duly authorized officer of each Seller, other than Parent, in Sections 7.4(a)(iform and substance reasonably acceptable to Buyers, dated as of the Closing Date, that (1) the Transferred Assets held by such Seller do not constitute all or substantially all of the assets of such Seller and (2) the approval or affirmative vote or other consent by the shareholder of such Seller has been received or is not required, as applicable, for the consummation of the transfer of the Transferred Assets owned by such Seller to Buyers; (k) a certificate of a duly authorized officer of each of UK Seller, US Seller, HK Seller or China Seller, in form and substance reasonably acceptable to Buyers, dated as of the Closing Date, that such Seller is not now insolvent and such Seller will not be rendered insolvent by any of the transactions contemplated hereby, nor has such Seller received any claim or allegation from any Person that such Seller is insolvent, in each case as the term “insolvent” is used in this Agreement; (l) a certificate of a duly authorized officer of each Seller, in form and substance reasonably acceptable to Buyers, dated as of the Closing Date, that (i) the Purchase Price received by such Seller constitutes reasonably equivalent value and fair consideration for the Transferred Assets held by such Seller, as those terms are used under any fraudulent conveyance Laws or Laws of similar application, (ii) the proportion of the Purchase Price received or to be received by such Seller is in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers, (iii) this Agreement is an arm’s length sale transaction, (iv) such Seller is not entering into this Agreement with the intent to hinder, defraud or delay any of its creditors and the consummation of the transactions contemplated by this Agreement will not have any such effect, (v) the transactions contemplated by this Agreement will not constitute a fraudulent transfer or fraudulent conveyance or any act with similar consequences or potential consequences under any applicable fraudulent conveyance Laws, or otherwise give rise to any right of any creditor of such Seller whatsoever to lodge any claim against any of the Transferred Assets held by such Seller in the hands of Buyers or any of their Affiliates, or any other Person, after the Closing, to avoid the transactions contemplated hereunder or to lodge any claim against Buyers or any of their officers, directors, employees or other Affiliates, and (vi) such Seller has no current plans to file or prosecute a petition for relief under any applicable bankruptcy or similar Laws; (m) evidence reasonably satisfactory to Buyers that the Fairness Opinion has been fully satisfiedissued and delivered to Parent; and (on) Correct such other customary instruments of transfer, assumptions, filings or documents, in form and complete Schedule 1.2(c) updated substance reasonably satisfactory to add customer contracts approved by Buyers, as may be required to give effect to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if it is determined before, at, or after the Closing that any Affiliate of any Seller owns or possesses any Transferred Assets (or any assets or properties that would constitute Transferred Assets if such Affiliate of any such Seller were deemed to be a Seller under this Agreement (such assets and properties, the “Affiliate Transferred Assets”), then such Seller shall hold such assets in trust for the sole and exclusive benefit of Buyers and shall promptly cause such Affiliate of such Seller to transfer, assign, convey and deliver to Buyers such Affiliate Transferred Assets in accordance with the terms and conditions of this Agreement; provided, however, that Buyers shall not be obligated to pay any amounts to Sellers or any of their sole discretionAffiliates in consideration for the transfer of such Affiliate Transferred Assets to Buyers other than those amounts that Buyers are obligated to pay to Sellers pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mad Catz Interactive Inc)

Deliveries by Sellers. At (a) In addition to any items the Sellers are required to deliver by other provisions of this Agreement, each Seller shall, at the Closing, Sellers shall deliver or cause to be delivered to Buyers Buyer the followingfollowing items: (ai) A copy copies of any and all Remington governmental and other third-party consents, waivers and approvals required by that Seller for the consummation of the transactions contemplated by this Agreement, the Transaction Documents, the Petrodrill Corporation Stock Purchase Agreement and the Transaction Documents (as defined in the Petrodrill Corporation Stock Purchase Agreement); (ii) copies, certified by an executive officer of each Seller for the benefit of Buyer and Parent, of (A) that Seller’s certificate of incorporation, bylaws or similar governing instrument and (B) corporate resolutions authorizing the executionexecution and delivery of this Agreement, delivery the Transaction Documents, the Petrodrill Corporation Stock Purchase Agreement and performance the Transaction Documents (as defined in the Petrodrill Corporation Stock Purchase Agreement) to which that Seller is party; and (iii) a certificate of an executive officer of each Seller for the benefit of Buyer and Parent identifying the name and title and bearing the signature of the Remington Agreementsofficers of that Seller authorized to execute and deliver this Agreement, the Transaction Documents, the Petrodrill Corporation Stock Purchase Agreement and the consummation by Remington of Transaction Documents (as defined in the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant SecretaryPetrodrill Corporation Stock Purchase Agreement) of Remington to the effect which that such resolutions are in full force and effect and have not been amended, modified or rescinded;Seller is party. (b) A copy of all RA Brands resolutions authorizing Each Seller shall, at the executionClosing, delivery execute and performance of the RA Brands Agreements, deliver or cause to be executed and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; delivered (i) An agreement between certain written instructions to the Company’s depositary, stock transfer agent or other appropriate party authorizing and directing the registration of the Buyers transfer of the Seller Shares from that Seller to Buyer, (ii) any other instruments necessary to amend the share registry of the Company to reflect the change in ownership of the Seller Shares and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”iii) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect any documents required to demonstrate to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as Registrar of Companies of the Closing Date. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as British Virgin Islands that the transfer of the Closing Date, stating that Seller Shares from Sellers to the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretionBuyer has occurred.

Appears in 1 contract

Samples: Purchase Agreement (Pride International Inc)

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers the following: (a) A copy Each Seller shall execute and deliver to Buyer (i) a Xxxx of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, Sale substantially in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement E attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing hereto (the “Consulting AgreementXxxx of Sale), (ii) attached as an Assignment and Assumption of Contracts substantially in the form of Exhibit F hereto; attached hereto (jthe “Assignment of Contracts”), (iii) An employment agreement between Remington an Assignment of Permits, Licenses and Xxxxx Xxxxxxx providing for Authorizations substantially in the employment by Remington form of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached heretohereto (the “Assignment of Licenses”), which shall be addressed to Buyers, and dated as of the Closing Date. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; andother instruments in form and substance reasonably satisfactory to Buyer and sufficient to transfer to Buyer and effectively vest in Buyer all right, title, and interest of Sellers in and to the Stations and good and indefeasible title to the Assets, to Buyer subject only to the Permitted Encumbrances. (ob) Correct Sellers shall deliver the right of possession of the Assets to Buyer. (c) Each Seller shall execute and complete Schedule 1.2(cdeliver to Buyer a Sellers’ Closing Certificate substantially in the form of Exhibit H attached hereto (the “Sellers’ Closing Certificate”). (d) updated If, and only if, Buyer elects to add customer contracts approved pay part of the Purchase Price by Buyers the execution and delivery of the Promissory Note as contemplated in their sole discretionSection 1.3(a)(iii)(A) above, Sellers shall execute and deliver to Parent the Advertising Opportunity Agreement. (e) WDLP shall execute and deliver to Buyer a sublicense agreement respecting the Tape Origination and Facility Use Agreement between WDLP and GlobeCast North America Incorporated in a form to be negotiated in good faith between WDLP and Buyer prior to the Closing providing substantially the same benefits and terms to Buyer as WDLP currently enjoys under said agreement (the “GlobeCast Sublicense Agreement”), including general terms and conditions substantially as set forth on Exhibit I attached hereto and incorporated herein (the “GlobeCast Sublicense Term Sheet”). WDLP shall also cause GlobeCast North America Incorporated to consent to the GlobeCast Sublicense Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)

Deliveries by Sellers. At (1) Sellers shall execute and deliver to Buyer for recording a special warranty deed ("Special Warranty Deed") conveying the ClosingReal Property to Buyer free and clear of all liens, charges and encumbrances excepting only the Permitted Exceptions attached hereto as Exhibit K and the matters previously approved in writing by Buyer. (2) Sellers shall deliver a bill xx sale ("Bill xx Sale") transferring title to the Acquired Assets listed on Schedule 3.14 to Buyer, substantially in the form attached hereto as Exhibit L. (3) Sellers shall deliver certified copies of resolutions of the Board of Directors and of their shareholders authorizing the transaction contemplated hereby. (4) Sellers shall deliver to Buyer an officer's certificate to the effect that each of the conditions specified below in Section 7.1.2 through Section 7.1.8 are satisfied in all respects. (5) Sellers shall deliver to Buyer an officer's certificate to the effect that all representations and warranties herein, and Schedules and Exhibits attached hereto, are true, correct and complete as of Closing; (6) Sellers shall deliver evidence to Buyer that all recorded financing statements reflecting a Security Interest in the Acquired Assets have been terminated. (7) Sellers shall deliver to Buyer the Standby Letter of Credit. (8) Sellers shall execute and deliver to Buyer an owner's affidavit executed by an Officer of each Seller regarding such matters as Buyer or the title insurance company issuing the Title Commitment and the Title Policy may reasonably require. Sellers shall cause to be delivered to Buyers Buyer the following:"marked-up" Title Commitment and, when appropriate, the Title Policy and a paid receipt for the premium due to the Title Company for the Title Commitment and the Title Policy. (a9) A copy Sellers shall execute and deliver to Buyer a certification that each Seller is not a "foreign person" or a "U.S. real property holding corporation" for purposes of all Remington corporate resolutions authorizing Code Section 1445 10 and the executionregulations promulgated thereunder, delivery and performance a certification with regards to the proceeds received by Sellers as a result of the Remington Agreementstransaction contemplated hereby; and Sellers hereby covenant and agree that failure to deliver said certification shall result in withholding, distribution and delivery by Buyer of the portion or percentage of the Purchase Price required to be withheld, distributed and delivered pursuant to Code Section 1445 and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;regulations promulgated thereunder. (b10) A copy of all RA Brands resolutions authorizing the execution, delivery Sellers shall execute and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands deliver to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and Buyer such other documents or instruments of assignment as may be reasonably necessary to file with consummate the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Datetransaction contemplated hereby. (l11) A Supply Agreement reasonably satisfactory Sellers shall execute and/or otherwise cause to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate be delivered an assignment of an officer of each Sellerall entitlement and development rights, dated as of including rights under all permits and approvals, not otherwise assigned, for the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretionBusiness.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Del Webb Corp)

Deliveries by Sellers. At the Closing, Sellers shall deliver deliver, or cause to be delivered delivered, to Buyers the following: (a) A copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedTransferred Assets; (b) A copy bills of all RA Brands resolutions authorizing sale or other appropriate documents of transfer, in form and substance reasonably satisfactory to Buyer, transferring the executionTangible Personal Property included in the Transferred Assets to Buyer, delivery and performance of the RA Brands Agreements, and the consummation each duly executed by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedeach Seller; (c) Evidence of the removal of Liens, if anyAssignment and Assumption Agreement duly executed by each Seller; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, intellectual property assignments in the form of attached hereto as Exhibit CC (the “Intellectual Property Assignments”) and duly executed by each Seller, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer transferring all of Sellers’ each such Seller’s right, title and interest in and to all the Transferred Intellectual Property to Buyer; (e) duly executed counterpart of the remaining Purchased AssetsEscrow Agreement; (f) the Business Data; provided, however, that Sellers may retain a copy of certain Business Data to the extent (i) that it is necessary to comply with applicable law or Sellers’ internal retention policies, or (ii) subject to prior approval of Buyer (which approval shall not be not unreasonably withheld, conditioned or delayed), that it is archived or the delivery thereof would create an unreasonable burden on Sellers; provided, further, that any such retention by Sellers shall not affect Buyer’s ownership of any such Business Data; provided, further; that if, following any such retention by Sellers, Buyer request in writing that Sellers deliver all or any portion of such Business Data, Sellers shall permit Buyer or its Representatives reasonable access to Sellers’ facilities and records to retrieve such Business Data, or, if Sellers elect not to permit such access, or otherwise prohibit or materially interfere with Buyer’s ability to access or retrieve such Business Data, Sellers shall deliver such Business Data to Buyers at Sellers’ sole cost and expense within thirty (30) days; (g) The Transitional Services Agreement attached as Exhibit D heretoevidence of the obtaining of or the filing with respect to, the Seller Required Approvals; (h) The Remington License Agreement attached as Exhibit E heretoall Permits that are necessary for Buyer to own the Transferred Assets; (i) An agreement between certain of the Buyers a properly completed and Remington for the provision of certain consulting services executed IRS Form W-9 from and after Closing (the “Consulting Agreement”) attached as Exhibit F heretoeach Seller; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Date. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A a certificate of an a duly authorized officer of each Seller, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, stating that (i) the conditions specified Transferred Assets do not constitute all or substantially all of the assets of either Sellers as a group, and (ii) the approval or affirmative vote or other consent by the equityholders of such Seller are not required for the consummation of the transfer of the Transferred Assets to Buyer; (k) a certificate of a duly authorized officer of each Seller, in Sections 7.4(a)(iform and substance reasonably satisfactory to Buyer, dated as of the Closing Date, certifying: (i) the attached resolutions of such Seller’s board of directors or managers, as applicable, and approving the execution and delivery of this Agreement and the Escrow Agreement; and (ii) the names and signatures of the officers of such Seller authorized to sign this Agreement, the Escrow Agreement, and the other documents to be delivered hereunder and thereunder; (l) a certificate of a duly authorized officer of each Seller, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, that (i) the portion of the Purchase Price received by such Seller constitutes reasonably equivalent value and fair consideration for the Transferred Assets held by such Seller, as those terms are used under any fraudulent conveyance Laws or Laws of similar application; (ii) the proportion of the Purchase Price received by such Seller is in proportion to the value of the Transferred Assets owned and Assumed Liabilities owed by such Seller relative to the value of the Transferred Assets owned and the Assumed Liabilities owed by all Sellers; (iii) this Agreement is an arm’s length sale transaction; (iv) such Seller is not entering into this Agreement with the intent to hinder, defraud or delay any of its creditors and the consummation of the Transaction will not have been fully satisfiedany such effect; (v) to Sellers’ Knowledge, the Transaction will not constitute a fraudulent transfer or fraudulent conveyance or any act with similar consequences or potential consequences under any applicable fraudulent conveyance Laws, or, to Sellers’ Knowledge, otherwise give rise to any right of any creditor of such Seller whatsoever to lodge any claim against any of the Transferred Assets held by such Seller in the hands of Buyer or any of its Affiliates, or any other Person, after the Closing, to avoid the Transaction or to lodge any claim against Buyer or any of its officers, directors, employees or other Affiliates; and (vi) such Seller has no current plans to file or prosecute a petition for relief under any applicable bankruptcy or similar Laws; (m) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement; and (on) Correct a fully executed estoppel agreement from the lessor under the Transferred Lease in form and complete Schedule 1.2(c) updated substance reasonably satisfactory to add customer contracts approved by Buyers Buyer. Notwithstanding anything to the contrary contained in this Agreement, if it is determined before, at, or after the Closing that any Affiliate of either Seller owns or possesses any Transferred Assets (or any assets or properties that would constitute Transferred Assets if such Affiliate of any such Seller were deemed to be a Seller under this Agreement (such assets and properties, the “Affiliate Transferred Assets”)), then such Seller shall hold such assets in trust for the sole and exclusive benefit of Buyer and shall promptly cause such Affiliate of such Seller to transfer, assign, convey and deliver to Buyer such Affiliate Transferred Assets in accordance with the terms and conditions of this Agreement; provided, however, that Buyer shall not be obligated to pay any amounts to Sellers or any of their sole discretionAffiliates in consideration for the transfer of such Affiliate Transferred Assets to Buyer other than those amounts that Buyer is obligated to pay to Sellers pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alphatec Holdings, Inc.)

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers Purchaser the following: (a) A certificate of the President of each of Sellers confirming that the representations, warranties and covenants of each of the Sellers are true and correct as of the Closing Date. (b) A copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Sellers' Agreements, and the consummation by Remington of the transactions provided for herein and contemplated therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington each of the Sellers to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;. (c) Evidence Good standing certificates from the Secretary's of State of the removal States of LiensDelaware, if anyNew York and North Carolina; (d) Evidence of the removal of any Liens (other than Permitted Liens) including, but not limited to releases from any of Sellers' lenders or other creditors that have any Lien applying to the Purchase Assets; (e) Evidence that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Propertysatisfied; (f) Bills Assignments and Assumption of SaleLeases or subleases transferring Sellers' leasehold interests in the Real Property Leases or subleases to Buyer (the "Assignment and Assumption"), in the form reasonably acceptable to Buyer; (g) Bills of Exhibit C, Sale and Assignment and such other instruments of transfer as Buyers Buyer may reasonably request to convey and vest in the applicable Buyer all of Sellers' right, title and interest in and to all of the remaining Purchased Assets; , free and clear of all Liens (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; other than Permitted Liens), in the form reasonably acceptable to Buyer. For purposes of this Agreement, the term "Permitted Liens" means (i) An agreement between certain Liens for Taxes not yet due and payable; (ii) any liens created by operation of the Buyers and Remington law for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004lessors; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Date. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iviii) any imperfections of title or encumbrances that will not have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretiona material adverse effect on the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netplex Group Inc)

Deliveries by Sellers. At On or prior to the ClosingClosing Date, Sellers shall deliver or cause to be each of the Sellers, as applicable, has delivered to Buyers Buyer, in form and substance satisfactory to Buyer, the following: (a) A Executed instruments of transfer , a resolution of the board of directors of the Acquired Company noting and approving the transfer of the Acquired Shares from Sellers to the Buyer and copy of all Remington corporate resolutions authorizing the execution, delivery and performance members register of the Remington Agreements, and Acquired Company evidencing the consummation by Remington transfer of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington Acquired Shares to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;Buyer. (b) A copy Duly executed transfer documents (“Traspasos de Acciones”) of all RA Brands resolutions authorizing PRMC Minority Shareholding to the execution, delivery and performance Affiliate of the RA Brands Agreements, and the consummation Buyer designated by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;Buyer. (c) Evidence Original share certificates of PRMC Minority Shareholding in the name of Cxxxxx Xxxxxxx Xxxxx Comandari and Axxxxxxxx Xxxxx Rossi duly cancelled and newly issued shares certificate of PRMC in the name of the removal of Liens, if any;Affiliate designated by Buyer. (d) Evidence The shareholders’ registry of that all Required Consents have been obtained or satisfied (except for PRMC evidencing the transfer of PRMC Minority Shareholding to the Affiliate designated by Buyer, board minute book of PRMC, and any Unassigned Agreements described in Section 6.7);other applicable corporate book. (e) Assignments Duly signed resignations, effective as of trademarksthe Closing date, copyrights, and such other instruments of assignment as may be necessary to file with all the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property;retiring directors. (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all Duly signed resignation of the remaining Purchased Assets;retiring general manager. (g) The Transitional Services Agreement attached as Exhibit D hereto;Resolution passed by the board of directors of the Subsidiary acknowledging the resignation of the retiring directors of the Subsidiary and appointing the incoming directors designated by Buyer, and revoking all of the outstanding powers of attorney issued by the Subsidiary at any time prior to Closing and granting new powers of attorney pursuant to the structure designated by Buyer. (h) The Remington License Agreement attached as Exhibit E hereto;Copy of a written agreement executed on behalf of Rxxxxx & Rxxxxxx LLC, confirming that Rxxxxx & Rxxxxxx LLC will look only to Sellers for payment of its finder’s fee and shall not seek any compensation from Buyer, the Acquired Company or any of its Subsidiaries. (i) An Duly signed assignment agreement between certain of the Buyers and Remington for the provision of certain consulting services PRMC Payable from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect Sellers to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing DateAcquired Company. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretion.

Appears in 1 contract

Samples: Stock Purchase Agreement (Li3 Energy, Inc.)

Deliveries by Sellers. At the Closing, Sellers shall and Target will deliver or cause to be delivered delivered, unless waived by the Company, the following to Buyers the followingCompany: (a) A copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied this Agreement duly executed by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force Target and effect and have not been amended, modified or rescindedeach Seller; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance copies of the RA Brands Agreements, and the consummation Target Constituent Instruments certified by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedan appropriate governmental official; (c) Evidence of certificates from an appropriate governmental official to the removal of Liens, if anyeffect that the Target is in good standing in such jurisdiction; (d) Evidence certificates from an appropriate governmental official in each jurisdiction in which the Target is qualified or admitted to do business as a foreign corporation to the effect that the Target is duly qualified or admitted in good standing in such jurisdiction, all of that all Required Consents have been obtained or satisfied such certificates to be dated within five (except for any Unassigned Agreements described in Section 6.7)5) days before the Closing Date; (e) Assignments executed certificates of trademarksthe secretary or other appropriate officer of the Target, copyrightsdated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying (i) the resolutions of the board of directors of the Target authorizing the execution and performance of this Agreement, the Make Good Escrow Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby certifying that they have not been rescinded or amended; (ii) as to the incumbency of the officers of the Target executing this Agreement, and/or any related agreement, and such other instruments including specimen signatures; (iii) that no vote, approval or consent of assignment as may be any holder of capital stock of the Target is required or necessary to file with consummate the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Propertytransactions contemplated by this Agreement; (f) Bills of Saledocumentation representing the Target Shares, in duly endorsed for transfer to the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased AssetsCompany or accompanied by executed stock powers; (g) The Transitional Services Agreement attached as Exhibit D heretothe corporate minute books and capital stock records of the Target; (h) The Remington License Agreement attached as Exhibit E heretothe Tax Returns of the Target; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F heretoFinancial Statements; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment Make Good Escrow Agreement duly executed by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; andparties thereto; (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of Voting Agreement duly executed by the Closing Date.parties thereto; (l) A Supply Agreement reasonably satisfactory to both the other Transaction Documents duly executed by the parties heretothereto; (m) The Escrow Agreement attached as Exhibit I heretothe Employment Agreements, duly executed by the parties thereto; (n) the Form 8-K Financial Information and the Form 8-K Business Disclosures; (o) the 10b-5 Letters; (p) the Opinions of Counsel; and (nq) A a certificate of an executed by a duly authorized executive officer of the Target certifying completion of each Seller, dated as of the Closing Date, stating that the conditions specified matters listed in Sections 7.4(a)(iSection 8.1(a) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretion.hereof;

Appears in 1 contract

Samples: Acquisition Agreement (Aegean Earth & Marine CORP)

Deliveries by Sellers. At the Closing, Sellers shall and Target will deliver or cause to be delivered delivered, unless waived by the Company, the following to Buyers the followingCompany: (a) A copy of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied this Agreement duly executed by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are in full force Target and effect and have not been amended, modified or rescindedeach Seller; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance copies of the RA Brands Agreements, and the consummation Target Constituent Instruments certified by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedan appropriate governmental official; (c) Evidence of certificates from an appropriate governmental official to the removal of Liens, if anyeffect that the Target is in good standing in such jurisdiction; (d) Evidence certificates from an appropriate governmental official in each jurisdiction in which the Target is qualified or admitted to do business as a foreign corporation to the effect that the Target is duly qualified or admitted in good standing in such jurisdiction, all of that all Required Consents have been obtained or satisfied such certificates to be dated within five (except for any Unassigned Agreements described in Section 6.7)5) days before the Closing Date; (e) Assignments executed certificates of trademarksthe secretary or other appropriate officer of the Target, copyrightsdated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying (i) the resolutions of the board of directors of the Target authorizing the execution and performance of this Agreement, the Make Good Escrow Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby certifying that they have not been rescinded or amended; (ii) as to the incumbency of the officers of the Target executing this Agreement, and/or any related agreement, and such other instruments including specimen signatures; (iii) that no vote, approval or consent of assignment as may be any holder of capital stock of the Target is required or necessary to file with consummate the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Propertytransactions contemplated by this Agreement; (f) Bills of Saledocumentation representing the Target Shares, in duly endorsed for transfer to the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased AssetsCompany or accompanied by executed stock powers; (g) The Transitional Services Agreement attached as Exhibit D heretothe corporate minute books and capital stock records of the Target; (h) The Remington License Agreement attached as Exhibit E heretothe Tax Returns of the Target; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F heretoFinancial Statements; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment Make Good Escrow Agreement duly executed by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; andparties thereto; (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of Voting Agreement duly executed by the Closing Date.parties thereto; (l) A Supply Agreement reasonably satisfactory to both the other Transaction Documents duly executed by the parties heretothereto; (m) The Escrow Agreement attached as Exhibit I hereto; andthe Employment Agreements, duly executed by the parties thereto; (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that Form 8-K Financial Information and the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; andForm 8-K Business Disclosures; (o) Correct and complete Schedule 1.2(cthe 10b-5 Letters; (p) updated to add customer contracts approved by Buyers in their sole discretion.the Opinions of Counsel; and

Appears in 1 contract

Samples: Acquisition Agreement

Deliveries by Sellers. At the Closing, Sellers shall will deliver or cause to be delivered to Buyers the followingBuyer: (a) A copy Such special warranty or trustee's deeds, certificates or title policies, bills of all Remington corporate resolutions authorizing the executionsale, delivery and performance of the Remington Agreementsendorsements, and other good and sufficient instruments of conveyance, transfer and assignment as are necessary to vest in Buyer the consummation by Remington right, title and interest of the transactions provided for herein Sellers in accordance herewith in and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington to the effect that such resolutions are Acquired Assets in full force a form reasonably satisfactory to Buyer, which shall include, without limitation, a form of Xxxx of Sale and effect and have not been amended, modified or rescinded;General Assignment in the form of Exhibit C hereto. (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation certificate signed by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Date. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an principal officer of each Seller, dated as of the Closing Date, stating representing and certifying to Buyer as to the matters set forth in Sections 7.03, 7.04 and 7.06. (c) The Assumption Agreement in the form of Exhibit A hereto. (d) An opinion of Sellers' Counsel, in form and substance reasonably acceptable to Buyer and Buyer's counsel. (e) An opinion of Sellers' Local Counsel, in form and substance reasonably acceptable to Buyer and Buyer's counsel. (f) A certificate signed by a principal officer of each Seller, dated as of the Closing Date, representing and certifying (i) that the conditions specified resolutions, as attached to such certificate, were duly adopted by such Sellers' directors and stockholders or partners, as the case may be, authorizing and approving the execution and delivery of this Agreement and all Agreements referenced herein and contemplated hereby and the consummation of the transactions contemplated hereby and that such resolutions have not been modified or amended in Sections 7.4(a)(i) any way and remain in full force and effect; and (ivii) have been fully satisfied; andas to the incumbency of each signatory to this Agreement and each other Agreement, instrument or document delivered hereunder executed by each Seller. (og) Correct Evidence that the waiting period under the HSR Act, if applicable, has expired. (h) Evidence in a form and complete Schedule 1.2(c) updated substance reasonably satisfactory to add customer contracts approved Buyer of receipt of all Seller Required Consents, except as waived by Buyers in their sole discretionBuyer pursuant to Section 7.01.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frontiervision Capital Corp)

Deliveries by Sellers. At On the ClosingClosing Date, the Sellers shall deliver or cause to be delivered Purchaser all of the following closing documents, in such forms as are agreed upon and acceptable to Buyers Purchaser, duly executed by all signatories other than Purchaser, as required pursuant to the followingrespective terms thereof: (ai) A copy executed counterparts of all Remington corporate resolutions authorizing each Ancillary Agreement to which the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (Sellers or any assistant Secretary) of Remington to the effect that such resolutions their Affiliates are in full force and effect and have not been amended, modified or rescindeda party; (bii) A copy of all RA Brands resolutions authorizing the execution, delivery and performance a receipt for payment of the RA Brands Agreements, and the consummation by RA Brands Closing Date Payment as of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedClosing; (ciii) Evidence executed counterpart of the removal of Liens, if anyany Sublease Agreement; (div) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7);the following documents relating to the Owned Real Property and the Real Property Leaseholds: (eA) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, Purchaser or Purchaser’s title insurance company special warranty deeds in the form of Exhibit D (the “Special Warranty Deeds”) with respect to the Owned Real Property; (B) if required by Purchaser’s title insurance company, to Purchaser’s title insurance company an owner’s title affidavit and gap indemnity in form reasonably acceptable to the Sellers and Purchaser’s title insurance company in connection with Purchaser obtaining an ALTA form owner’s policy of title insurance at Purchaser’s sole cost and expense insuring Purchaser as the fee simple owner of the Owned Real Property; (C) to Purchaser or Purchaser’s title insurance company an affidavit stating that the owner of the Owned Real Property is not a “foreign person” pursuant to Section 1445 of the Code; (D) any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports and zoning approvals relating to the Owned Real Property as the Sellers may have in their possession; and (E) subject to Section 7.04(b), an assignment and assumption of lease in the form of Exhibit E (“Assignment and Assumption of Lease”) with respect to each Real Property Lease; (v) such other instruments of sale, assignment, transfer and conveyance as Buyers may are reasonably request necessary to convey effectuate the sale, transfer, assignment and vest in delivery to Purchaser of the applicable Buyer all of Sellers’ right, title and interest of the Sellers in and to all the Purchased Assets free and clear of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004any Liens other than Permitted Liens; and (kvi) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxxall opinions, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyerscertificates, and dated as of other documents and instruments required to be delivered at the Closing Dateunder Article VIII hereof. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretion.

Appears in 1 contract

Samples: Residential Servicing Asset Purchase Agreement (Nationstar Mortgage LLC)

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers the following:Buyer, all duly and properly executed (where applicable): (a) A copy subject to Section 3.8, Deeds conveying to Buyer indefeasible, fee simple title to each parcel of all Remington corporate resolutions authorizing the execution, delivery and performance of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington Land subject only to the effect that such resolutions are Permitted Exceptions, in full force form and effect and have not been amended, modified or rescindedsubstance reasonably satisfactory to Buyer; (b) A copy a Bxxx of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedSale; (c) Evidence a sworn affidavit from each Seller stating, under penalty of perjury, that such Seller is not a “foreign person” as defined under Section 1445(f)(3) of the removal Code and other appropriate evidence or documents necessary to relieve Buyer of Liens, if anyany obligation to withhold any portion of the Purchase Price under Section 1445(a) of the Code or any other withholding provision of any other Tax law; (d) Evidence an Assignment, Assumption and Consent to Leased Real Property for each parcel of Leased Real Property, and an Estoppel Certificate (which may be included within the Assignment, Assumption and Consent to Leased Real Property) for each parcel of Leased Real Property (provided, however, that all Required Consents have been obtained or satisfied (except for if any Unassigned Agreements described in Section 6.7real estate lease does not require the owner of the Leased Real Property to provide estoppel certificates, and if Sellers cannot obtain an Estoppel Certificate from the owner through reasonable efforts, then Sellers shall not be required under this subsection to deliver an Estoppel Certificate with respect to such real estate lease); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may a letter from Sellers’ (or their Affiliate’s) lenders confirming that all Blanket Liens on the Assets will be necessary to file released concurrently with the appropriate governmental agencies Closing and that evidence thereof shall be delivered within 60 days following the Closing Date and evidence reasonably satisfactory to transfer to Buyer of satisfaction of all Encumbrances encumbering the applicable Buyer all rights in the Intellectual Property;Assets other than Permitted Exceptions; and (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all an assignment of the remaining Purchased Assets;Membership Interests in a form acceptable to Buyer; and (g) The Transitional Services Agreement attached such other separate documents or instruments of sale, assignment, or transfer as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers Buyer shall reasonably request, including titles and Remington registrations for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing DateRolling Stock. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretion.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Services, Inc.)

Deliveries by Sellers. At On or prior to the ClosingClosing Date, Sellers shall deliver or cause to be each of the Sellers, as applicable, has delivered to Buyers Buyer, in form and substance satisfactory to Buyer, the following: (a) A Executed instruments of transfer , a resolution of the board of directors of the Acquired Company noting and approving the transfer of the Acquired Shares from Sellers to the Buyer and copy of all Remington corporate resolutions authorizing the execution, delivery and performance members register of the Remington Agreements, and Acquired Company evidencing the consummation by Remington transfer of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington Acquired Shares to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;Buyer. (b) A copy Duly executed transfer documents (“Traspasos de Acciones”) of all RA Brands resolutions authorizing PRMC Minority Shareholding to the execution, delivery and performance Affiliate of the RA Brands Agreements, and the consummation Buyer designated by RA Brands of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded;Buyer. (c) Evidence Original share certificates of PRMC Minority Shareholding in the name of Xxxxxx Xxxxxxx Xxxxx Comandari and Xxxxxxxxx Xxxxx Rossi duly cancelled and newly issued shares certificate of PRMC in the name of the removal of Liens, if any;Affiliate designated by Buyer. (d) Evidence The shareholders’ registry of that all Required Consents have been obtained or satisfied (except for PRMC evidencing the transfer of PRMC Minority Shareholding to the Affiliate designated by Buyer, board minute book of PRMC, and any Unassigned Agreements described in Section 6.7);other applicable corporate book. (e) Assignments Duly signed resignations, effective as of trademarksthe Closing date, copyrights, and such other instruments of assignment as may be necessary to file with all the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property;retiring directors. (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all Duly signed resignation of the remaining Purchased Assets;retiring general manager. (g) The Transitional Services Agreement attached as Exhibit D hereto;Resolution passed by the board of directors of the Subsidiary acknowledging the resignation of the retiring directors of the Subsidiary and appointing the incoming directors designated by Buyer, and revoking all of the outstanding powers of attorney issued by the Subsidiary at any time prior to Closing and granting new powers of attorney pursuant to the structure designated by Buyer. (h) The Remington License Agreement attached as Exhibit E hereto;Copy of a written agreement executed on behalf of Xxxxxx & Xxxxxxx LLC, confirming that Xxxxxx & Xxxxxxx LLC will look only to Sellers for payment of its finder’s fee and shall not seek any compensation from Buyer, the Acquired Company or any of its Subsidiaries. (i) An Duly signed assignment agreement between certain of the Buyers and Remington for the provision of certain consulting services PRMC Payable from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect Sellers to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing DateAcquired Company. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretion.

Appears in 1 contract

Samples: Stock Purchase Agreement (Li3 Energy, Inc.)

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers Purchasers at the followingClosing: (ai) A copy For each Seller, a general warranty xxxx of sale and instrument of assignment to the Purchased Assets in a form acceptable to Purchasers, duly executed by such Seller. ii) Assignments of all Remington corporate resolutions authorizing transferable or assignable licenses, Permits and warranties relating to the executionPurchased Assets and of any trademarks, delivery trade names, patents and performance other Intellectual Property, duly executed and in form acceptable to Purchasers. iii) Certificates of the Remington Agreements, and the consummation by Remington of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington appropriate public officials to the effect that such resolutions are each Seller was a validly existing corporation in full force and effect and have not been amended, modified or rescinded; (b) A copy good standing in its state of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification incorporation as of a member or manager of RA Brands date not more than 10 days prior to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Date. (liv) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of each SellerSeller and certified by their respective Secretaries. v) True and correct copies of (A) the Governing Documents (other than the bylaws) of each Seller as of a date not more than 10 days prior to the Closing Date, dated certified by the Secretaries of State of their respective states of incorporation and (B) the bylaws of each Seller as of the Closing Date, stating certified by their respective Secretaries. vi) Certificates of the respective Secretaries of Sellers (A) setting forth resolutions of the Board of Directors of each Seller and, if required by applicable law, the stockholders of each Seller authorizing the execution and delivery of this Agreement and the performance by such Seller of the transactions contemplated hereby, and (B) to the effect that the conditions specified Governing Documents of Seller delivered pursuant to Section 6.03(a)(v) were in Sections 7.4(a)(ieffect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date. vii) The opinion of Xxxx Xxxxxxxx, legal counsel to Seller, in substantially the form of Exhibit F. viii) For each Seller, a completed New Theater Transition Form, in the form attached hereto as Exhibit G. ix) Such other agreements and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretiondocuments as Purchasers may reasonably request.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)

Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyers Buyer at the followingClosing: (ai) A copy general warranty deed or deeds to the Real Property owned by Sellers included in the Purchased Assets in a form acceptable to Buyer duly executed and acknowledged by Sellers. (ii) A general warranty xxxx of sale and instrument of assignment to the other Purchased Assets in a form acceptable to Buyer, duly executed by Sellers. (iii) Assignments of all Remington corporate resolutions authorizing transferable or assignable licenses, Permits and warranties relating to the executionPurchased Assets and of any trademarks, delivery trade names, patents, patent applications, and performance other Intellectual Property, duly executed and in forms acceptable to Buyer. (iv) Stock certificates representing all of the Remington Agreements, and the consummation by Remington outstanding stock of HTI Vehicle Acquisition Corp. (v) Certificates of the transactions provided for herein and therein, accompanied by the certification of the Secretary (or any assistant Secretary) of Remington appropriate public officials to the effect that such resolutions are each of Sellers is a validly existing corporation in full force good standing in Texas and effect and have not been amended, modified or rescinded; (b) A copy of all RA Brands resolutions authorizing the execution, delivery and performance of the RA Brands Agreements, and the consummation by RA Brands of the transactions provided for herein and therein, accompanied by the certification Delaware as of a member or manager of RA Brands date not more than 10 days prior to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded; (c) Evidence of the removal of Liens, if any; (d) Evidence of that all Required Consents have been obtained or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004; and (k) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Date. (lvi) A Supply Agreement reasonably satisfactory to both parties hereto;Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of Sellers and certified by its Secretary. (mvii) The Escrow Agreement attached True and correct copies of (A) the Governing Documents (other than the bylaws) of Sellers as Exhibit I hereto; and of a date not more than 10 days prior to the Closing Date, certified by the Secretary of State of Texas or Delaware, as applicable, and (nB) A certificate the bylaws of an officer of each Seller, dated Sellers as of the Closing Date, stating certified by their respective Secretaries. (viii) Certificates of the respective Secretaries of Sellers (A) setting forth all resolutions of the Board of Directors of Sellers and, if necessary, the stockholders of Sellers authorizing the execution and delivery of this Agreement and the performance by Sellers of the transactions contemplated hereby, and (B) to the effect that the conditions specified Governing Documents of Sellers delivered pursuant to SECTION 6.3(a)(vii) were in Sections 7.4(a)(i) effect at the date of adoption of such resolutions, the date of execution of this Agreement and (iv) have been fully satisfied; andthe Closing Date. (oix) Correct General releases by all officers and complete Schedule 1.2(cdirectors of Sellers and by Sellers of all Liability of Sellers to them and of any claim that they or any of them may have against Sellers. (x) updated The opinion of Xxxxx XxXxxxxxx & Oaks Xxxxxxxx, legal counsel to add customer contracts approved Sellers, in substantially the form of EXHIBIT D. (xi) Noncompetition Agreements in the form of EXHIBIT E executed by Buyers in their sole discretionXxxx Xxxxxx, Xxx Xxxxxx and Xxxxx Xxxxxx. (xii) Such other agreements and documents as Buyer may reasonably request.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mobley Environmental Services Inc)

Deliveries by Sellers. At Sellers or Selling Parties shall make the Closing, following deliveries to Buyer: (1) Sellers shall deliver or cause a bill xx sale and assignment conveying the Hauling Assets to be delivered to Buyers the following:Buyer; (a2) A copy Each Selling Party shall deliver a certificate, signed by a duly authorized officer, certifying on behalf of the Selling Party that its representations and warranties in Article 4 are true and correct at Closing as if made at and as of Closing; (3) Each Selling Party shall deliver an incumbency certificate, signed by a duly authorized officer and containing a specimen signature or signatures, regarding the officer or officers signing all Remington corporate documents delivered at Closing in its name; (4) Each Selling Party shall deliver a copy, certified to Buyer as true and complete by an authorized officer, of resolutions duly adopted by its board of directors authorizing the (i) its execution, delivery and performance of the Remington Agreements, this Agreement and the consummation by Remington each of the transactions provided for herein Other Closing Agreements to which it is a party and therein, accompanied by (ii) approving the certification sale of Sellers' Hauling Business in accordance with the Secretary (or any assistant Secretary) terms of Remington to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedthis Agreement; (b5) A copy Selling Parties shall deliver an opinion of all RA Brands resolutions authorizing their counsel, Scott, Hulse, Marshall, Feuille, Finger & Thurxxxx, xx form and substance reasonably satisfactory to Buyer and its counsel, regarding the execution, delivery and performance due organization of the RA Brands Agreements, Selling Parties and the consummation by RA Brands their due authorization of the transactions provided for herein and therein, accompanied by the certification of a member or manager of RA Brands to the effect that such resolutions are in full force and effect and have not been amended, modified or rescindedContemplated Transaction; (c6) Evidence Sellers shall deliver a payoff letter, addressed to Buyer, from each Person holding a Lien on any of the removal Hauling Assets (other than a Lien listed on the Schedule of Liens, if any; (dAssumed Liabilities) Evidence of that all Required Consents have been obtained indicating the amount sufficient to discharge or satisfied (except for any Unassigned Agreements described in Section 6.7); (e) Assignments of trademarks, copyrights, and such other instruments of assignment as may be necessary to file with release the appropriate governmental agencies to transfer to the applicable Buyer all rights in the Intellectual Property; (f) Bills of Sale, in the form of Exhibit C, and such other instruments of transfer as Buyers may reasonably request to convey and vest in the applicable Buyer all of Sellers’ right, title and interest in and to all of the remaining Purchased Assets; (g) The Transitional Services Agreement attached as Exhibit D hereto; (h) The Remington License Agreement attached as Exhibit E hereto; (i) An agreement between certain of the Buyers and Remington for the provision of certain consulting services from and after Closing (the “Consulting Agreement”) attached as Exhibit F hereto; (j) An employment agreement between Remington and Xxxxx Xxxxxxx providing for the employment by Remington of Xx. Xxxxxxx from and after the Closing Date through December 31, 2004Lien; and (k7) An opinion received from Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, Sellers shall deliver any other documents and instruments that Buyer or its counsel for Sellers, with respect to the matters set forth in Exhibit G attached hereto, which shall be addressed to Buyers, and dated as of the Closing Datemay reasonably request. (l) A Supply Agreement reasonably satisfactory to both parties hereto; (m) The Escrow Agreement attached as Exhibit I hereto; and (n) A certificate of an officer of each Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.4(a)(i) and (iv) have been fully satisfied; and (o) Correct and complete Schedule 1.2(c) updated to add customer contracts approved by Buyers in their sole discretion.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stericycle Inc)