Common use of Deliveries by the Buyer Clause in Contracts

Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Global Power Equipment Group Inc.)

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Deliveries by the Buyer. At On the ClosingClosing Date, the Buyer shall deliver will deliver, or cause to be delivered delivered, to the Seller Company and the Shareholder the following: (A) The cash portion of the Purchase Price by cash, or Escrow Agentcertified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as applicablethe Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the following items Tax Liabilities (unless the delivery of but excluding any amounts due for any of the following items is waived by Assumed Liabilities), in which event, evidence of such payment shall be presented at the Seller): (aClosing. Notwithstanding the foregoing, 40,000 shares of Common Stock described in Section 2(E) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer Article II, shall deliver or cause to be delivered paid to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to accordance with the terms of the Escrow Agreement);. (cB) the Xxxx Such instruments of Sale assignment and Assignment and Assumption Agreement, duly assumption executed by the Buyer;, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (dC) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this The Escrow Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and. (mD) any additional certificatesThe Employment Agreements and Consulting Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer, receiptsauthorizing the execution of this Agreement and the transactions contemplated hereby. (F) The Subscription Agreement executed by Parent. (G) The Right of First Refusal Agreement executed by Parent. (H) Certificates issued by Parent to the Company, documents representing the shares of Common Stock for that portion of the Purchase Price to be paid in Common Stock as set forth in item 5 of Exhibit A, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933 as amended, and instruments as is subject to the Seller may reasonably requestterms of the Right of First Refusal Agreement. (I) Consent to a press release in form satisfactory to the Company and Buyer relating to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Interliant Inc), Asset Purchase Agreement (Interliant Inc)

Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller):following: (a) By wire transfer of immediately available funds to the Initial Sellers' accounts (a portion of which shall be placed into the Sellers' Representative Escrow as provided in Section 11.2 herein), an aggregate amount equal to the Estimated Purchase Price, reduced by (i) an amount (the "Escrow Amount") equal to twenty percent (20%) of the excess of the Estimated Purchase Price less over the General Escrow Amount and the Warranty Escrow Estimated Cash Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause , to be delivered to deposited in the escrow (the "Escrow") with the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement described in Section 2.2(b) below, (ii) a sum equal to twenty percent (20%) of the Estimated Net Working Capital (such sum, the "Net Working Capital Holdback"), and (iii) the A/R Reserve Escrow amount, to be deposited into a sub-account of the Escrow as provided in Section 1.7. (b) By wire transfer of immediately available funds to the account of U.S. Bank (the "Escrow Agent"), an amount equal to the Escrow Amount and the A/R Reserve Escrow amount, to be held pursuant to the terms of the Escrow Agreement by and among the Buyer, the Sellers' Representative (as defined herein) and the Escrow Agent in substantially the form attached hereto as Exhibit B (the "Escrow Agreement"); (c) the Xxxx of Sale and Assignment and Assumption The Escrow Agreement, duly executed by on behalf of the Buyer; (d) the Intellectual Property AssignmentsThe Non-Competition Agreement, duly executed by on behalf of the Buyer; (e) the Assignment and Assumption An opinion of Lease, duly executed by the Buyer's counsel in the form attached as Exhibit C; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy A Certificate of the certificate of incorporation Secretary of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate Certificate of an executive officer of the Buyer to reaffirming, and updating as necessary, the effect that the conditions set forth Buyer's representations and warranties contained in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow AgentArticle IV; and (mg) any additional certificates, receipts, Such other instruments or documents and instruments as may be necessary or appropriate to carry out the Seller may reasonably requesttransactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heritage Propane Partners L P)

Deliveries by the Buyer. At the Closing, the The Buyer shall deliver or cause to be delivered the Seller: (1) The Purchase Price paid by delivery by the Buyer to the Seller or Escrow Agentof immediately available funds at the Closing in accordance with wire transfer instructions provided by the Seller to the Buyer. (2) True, as applicable, the following items (unless the delivery of any correct and complete copies of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each Buyer's Certificate of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer Incorporation and all amendments thereto, duly certified as of the most a recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State of the State of Delaware. (3) Good standing and existence certificates for the Buyer, dated as of a recent date, issued by the appropriate state officials, duly certifying as to the existence and good standing of the Buyer in the State of Delaware Delaware. (4) A letter as of a recent date from the Federal Reserve indicating that the Buyer is a registered bank holding company under the BHC Act. (5) A certificate, dated as of the most recent practicable date; (i) a certificate of an officer of Closing Date, executed by the Buyer, certifying the by-laws Secretary or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an other appropriate executive officer of the Buyer certifying pursuant to which such officer shall certify (a) the resolutions of due adoption by the Board of Directors of the Buyer of corporate resolutions attached to such certificate authorizing the execution, execution and delivery and performance of this Agreement by the Buyer and the transactions other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; (b) the incumbency and true signatures of those officers of the Buyer duly authorized to act on its behalf in connection with the Acquisition and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of the Buyer, and (c) that the copy of the Bylaws of the Buyer attached to such resolutions certificate is true and correct and such Bylaws have not been modifiedamended except as reflected in such copy. (6) A certificate, rescinded or otherwise changed since the date dated as of the original resolutions; (k) Closing Date, executed by a certificate of an duly authorized executive officer of the Buyer Buyer, pursuant to which the executive officer shall certify to the effect best of his or her knowledge that the Buyer has satisfied the conditions set forth in Sections 7.2(aSection 9.01(a) and 7.2(b) have been satisfied;(b). (l7) All other documents reasonably required to be delivered to the Escrow Agreement, duly executed Seller or the Bank by the Buyer under the provisions of this Agreement, and the Escrow Agent; and (m) any additional certificatesall other documents, receipts, documents certificates and instruments as are reasonably requested by the Seller may reasonably requestSeller, the Bank or its counsel.

Appears in 1 contract

Samples: Stock Purchase Agreement (Surety Capital Corp /De/)

Deliveries by the Buyer. At the Closing, the Buyer shall hereby deliver or cause to be delivered the following to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller):: (a) Certificate of the Initial Purchase Price less Secretary of State of the General Escrow Amount State of Delaware, dated not more than fifteen (15) days prior to the Closing, attesting to the due organization and good standing of the Warranty Escrow AmountBuyer as a corporation in its jurisdiction of incorporation; (b) the General Escrow Amount and the Warranty Escrow Amount (Executed counterparts each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow Assumption Agreement and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Contract Manufacturing Agreement); (c) A certificate, dated the Xxxx Closing, from Buyer's Secretary as to true and certified copies of Sale Buyer's organizational documents and Assignment the authority and Assumption Agreement, duly executed by the incumbency of all officers executing this Agreement and the documents contemplated herein on behalf of Buyer; (d) Copies, certified by an executive officer of the Intellectual Property AssignmentsBuyer as of the Closing, of resolutions duly executed adopted by the Buyerboard of directors, authorizing the execution and delivery by the Seller of this Agreement and all other agreements contemplated herein, the consummation of the transactions contemplated herein, and the taking of all such other corporate action as shall have been required as a condition to, or in connection with the consummation of the contemplated transactions; (e) the Assignment An opinion of Xxxxxx and Assumption of LeaseXxxxx LLP, duly executed by legal counsel to the Buyer, as to those matters described in Exhibit F, subject to customary qualifications; (f) Executed counterparts of the Non-Competition Subordination Agreement and Non-Solicitation Agreement, duly executed by the BuyerXxxxx Consent; (g) a copy A guaranty of KMG Chemicals, Inc. for the certificate indemnification obligations of incorporation Buyer under this Agreement and the payment and performance obligations of Buyer under the Buyer and all amendments thereto, certified Contract Manufacturing Agreement in the form attached hereto as of the most recent practicable date by the Delaware Secretary of State;Exhibit K; and (h) a certificate Cash in the amount of the Delaware Secretary of State $3,820,000.00, as adjusted pursuant to Section 3.3, to the good standing of Seller in accordance with the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.following wire transfer instructions:

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, Sellers the following items (unless the delivery of any of the following items is waived by the Seller):items: (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amountas set forth in Section 2.2; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms a certified copy of the Escrow Agreement)certificate of incorporation (or foreign equivalent) of the Buyer; (c) a certified copy of the Xxxx bylaws (or foreign equivalent) of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) a certificate from the Intellectual Property Assignments, duly executed secretary or assistant secretary of the Buyer certifying that the board of directors of the Buyer has unanimously adopted the Agreement and the Related Writings and that the resolutions authorizing the Agreement and the transactions contemplated by the BuyerAgreement are in full force and effect; (e) a certificate from the Assignment Chief Executive Officer and Assumption the Executive Vice President or the Chief Financial Officer of Lease, duly executed the Buyer to the effect that the performance and compliance by the BuyerBuyer of all of the covenants contained herein in all respects have been fully satisfied; (f) a certificate from the Non-Competition secretary or assistant secretary of the Buyer certifying as to the incumbency of the directors and Non-Solicitation Agreement, duly officers of the Buyer and as to the signatures of such officers who have executed by documents delivered at Closing on behalf of the Buyer; (g) a copy legal opinion of the certificate of incorporation of counsel to the Buyer in form and all amendments thereto, certified as of substance reasonably satisfactory to the most recent practicable date by the Delaware Secretary of StateSellers; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer Non-Competition Agreement in the State of Delaware form attached as of the most recent practicable dateExhibit B; (i) a certificate of an officer of the Buyer, certifying Transitional Services Agreement in the by-laws or equivalent document, including all amendments thereto, of the Buyerform attached as Exhibit C; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutionsLease Agreement; (k) a certificate of an officer of the Buyer to Employer Substitution Agreement in the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfiedform attached as Exhibit E; (l) a public instrument containing a Deed relating to the Escrow Agreement, duly executed by Real Estate included in the Subject Assets substantially in the form of Exhibit D; (m) a good standing certificate of the Buyer and (or the Escrow Agentforeign equivalent) dated within five business days of the Closing; (n) the Asset Transfer Agreements; and (mo) any additional certificates, receipts, such further documents and or instruments as the Seller Sellers may reasonably request.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Processing Inc)

Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller):items: (a) The cash portion of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow AmountPrice, payable as set forth in SECTION 4.1, as adjusted by SECTION 4.2; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption AgreementThe Subordinated Promissory Note, duly executed by the Buyer; (c) A xxxx of sale and instrument of assignment and assumption, in substantially the form attached hereto as EXHIBIT B, duly executed by the Buyer evidencing the assumption of the Assumed Liabilities by the Buyer; (d) A receipt, in substantially the Intellectual Property Assignmentsform attached hereto as EXHIBIT M, evidencing the Buyer's receipt of the Purchased Assets, duly executed by the Buyer; (e) A confidentiality agreement, in substantially the Assignment and Assumption of Leaseform attached hereto as EXHIBIT N (the "BUYER CONFIDENTIALITY AGREEMENT"), duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation The Supply Agreement, duly executed by the Buyer; (g) a copy Copies of certificates or similar documents required by applicable Law evidencing the Tax exempt nature of the certificate Buyer's purchase of incorporation of any Purchased Assets for which the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of Stateis not remitting sales Tax; (h) a certificate Copies of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing approving the execution, delivery and performance of this Agreement by and the Buyer Ancillary Agreements, and the consummation of the transactions contemplated hereby and that such resolutions have not been modifiedthereby, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of certified by an officer of the Buyer; (i) A certificate from an officer of the Buyer, given by him or her on behalf of the Buyer and not in his or her individual capacity, to the effect that the conditions set forth in Sections 7.2(aSECTION 9.3(a) and 7.2(b9.3(b) have been satisfied; (j) A good standing certificate issued by the Secretary of State of the State of Delaware and dated as of a date no more than 15 days prior to the Closing Date for the Buyer; (k) A legal opinion by the Buyer's counsel in substantially the form of EXHIBIT o; (l) the Escrow The Services Agreement, duly executed by the Buyer Buyer; (m) The Mexican Stock Purchase Agreements; (n) The Patent and Technology License, duly executed by the Escrow AgentBuyer; and (mo) any additional certificates, receipts, Such other documents and instruments as the Seller or its counsel may reasonably requestrequest to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Polyone Corp)

Deliveries by the Buyer. At the ClosingClosing and against the deliveries to be made by Sellers pursuant to Section 9.2 hereof, the Buyer shall deliver or cause to Sellers the following: (i) The Acquisition Shares to be delivered to the Seller or Escrow Agent, issued as applicable, the following items set forth in Schedule 3.1 (unless the delivery of any of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreementii); (cii) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a A certified copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board Boards of Directors of the Buyer authorizing the making, execution, and delivery and performance of this Agreement and each of the agreements executed in connection herewith or delivered pursuant hereto and the consummation of the transactions contemplated hereto, together with an incumbency certificate, each of which shall be certified as true, correct and complete as of the Closing Date by the Secretary of the Buyer; (iii) Fully executed counterparts to any of the instruments to be delivered by Sellers or Company pursuant to Section 9.2 hereof that require execution by the Buyer; (iv) A copy duly executed by the Buyer of an Officers’ Certificate stating that the representations and warranties of Buyer set forth in this Agreement are true and correct as of the transactions contemplated hereby Closing Date, and that such resolutions all covenants of Buyer to be performed at or prior to Closing have not been modified, rescinded or otherwise changed since the date of the original resolutionsduly performed; (kv) a certificate of an officer of The Employment Agreement between the Buyer to and Gxxx Xxxxxx in substantially the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, form of Exhibit A hereto duly executed by the Buyer and the Escrow Agent; andGxxx Xxxxxx; (mvi) any additional certificates, receipts, documents The Employment Agreement between the Buyer and instruments as Rxxxx Xxxxx substantially in the Seller may reasonably request.form of Exhibit B hereto duly executed by the Buyer and Rxxxx Xxxxx; (vii) A Non-Compete Agreement between the Buyer and Hxx Xxx Rxxxxx Xxxxx substantially in the form of Exhibit F hereto duly executed by the Buyer and Hxx Xxx Rxxxxx Xxxxx; (viii) A Non-Disclosure between the Buyer and each of the Employees substantially in the form of Exhibit G duly executed by each of the Employees and the Buyer;

Appears in 1 contract

Samples: Stock Purchase Agreement (Smart Online Inc)

Deliveries by the Buyer. At To effect the sale and transfer of the Shares at Closing, the Buyer shall will, at the Closing, deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, Sellers’ Representative the following items (unless the delivery of any of the following items is waived by the Seller):documents, in each case duly executed or otherwise in proper form: (a1) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow AmountThe Closing Cash Payment; (b2) A copy of the General Escrow Amount Buyer’s Certificate of Incorporation certified by the state of New York and the Warranty Escrow Amount dated within ten (each of which the Buyer shall deliver or cause to be delivered 10) days prior to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement)Closing Date; (c3) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation A Secretary’s Certificate of the Buyer and all amendments thereto, certified as of certifying (A) the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer Bylaws of the Buyer, certifying (B) the by-laws or equivalent document, including all amendments thereto, officers and directors of the Buyer; , and (jC) a certificate of an officer of the Buyer certifying the resolutions resolution of the Board of Directors of the Buyer authorizing the execution, delivery delivery, and performance of this Agreement and the Ancillary Agreements; (4) A certificate of good standing for the Buyer issued by the Secretary of State of the state of New York and dated within ten (10) days prior to the Closing Date; (5) The Escrow Agreement between Buyer and Sellers in the form attached hereto as Exhibit B; (6) The Consultant Agreement between the Buyer and Xxxxxx Xxxxxxx in the transactions contemplated hereby form attached hereto as Exhibit C; (7) The Consultant Agreement between the Buyer and Xxxx Xxxxx in the form attached hereto as Exhibit D; (8) The Employment Agreement between Buyer and Xxxxx Xxxxxxx agreement in the form attached hereto as Exhibit E; (9) A certificate executed and delivered by the Secretary of Buyer, dated the Closing Date, stating that the conditions specified in Article IX have been fulfilled or indicating which such resolutions conditions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agentfulfilled; and (m10) any additional certificatesSuch other documents, receipts, documents instruments and instruments certificates as the Seller may Sellers or their counsel reasonably deem necessary to consummate the transactions and such other certificates of authority and documents as the Sellers reasonably request.

Appears in 1 contract

Samples: Stock Purchase Agreement (HMS Holdings Corp)

Deliveries by the Buyer. At the Closing, the Buyer shall make the payment described in Section 3.1 and shall deliver or cause to be delivered to the Seller or Escrow Agentthe following, as applicable, each dated the following items (unless the delivery of any of the following items is waived Closing Date and duly executed by the Seller):Buyer: (a) One or more Assignment and Assumption Agreements, including without limitation, documents evidencing Buyer's assumption of Seller's obligations in connection with the Initial Purchase Price less Bonds and NSSK's Economic Development Finance Authority loan, in form reasonably satisfactory to the General Escrow Amount and the Warranty Escrow AmountSeller; (b) A certificate dated the General Escrow Amount and Closing Date, of the Warranty Escrow Amount (each of which Buyer, certifying as to compliance by the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow with Sections 9.1 and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement)9.2; (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a A certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board boards of Directors directors of the Buyer approving and authorizing the execution, execution delivery and performance of this Agreement by the Buyer and the Ancillary Agreements to which the Buyer is a party and the consummation by the Buyer of the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since thereby (together with an incumbency and signature certificate regarding the date officer(s) signing on behalf of the original resolutionsBuyer); (kd) a certificate The Transition Services Agreement; (e) All Consents and waivers of an officer any Governmental Authority or other Third Party that are otherwise required in connection with the execution and delivery of this Agreement or any Ancillary Agreement, the performance of the Buyer of its obligations hereunder or thereunder, and the consummation of the transactions contemplated hereby and thereby, each of which shall be in form and substance reasonably satisfactory to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfiedSeller; (lf) Amounts payable to the Escrow AgreementSeller in connection with employee loans, duly executed by the Buyer and the Escrow Agent; andpursuant to Section 10.4(h); (mg) any additional certificatesAn opinion of the Buyer's counsel Smith, receiptsGambrell & Russell, LLP in the form of Exhixxx X; xxx (h) Such other documents and instruments as may be reasonably required to consummate the Seller may reasonably requesttransactions contemplated by this Agreement and the Ancillary Agreements.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Gerdau Ameristeel Corp)

Deliveries by the Buyer. At On the ClosingClosing Date, the ----------------------- Buyer shall deliver will deliver, or cause to be delivered delivered, to the Seller or Escrow Agent, as applicable, Company the following items (unless the delivery of any of the following items is waived by the Seller):following: (a) The following corporate documentation with respect to the Initial Purchase Price less Buyer: (i) The Buyer's Articles or Certificate of Incorporation, certified as of a date within thirty (30) days prior to the General Escrow Amount Closing Date by the Secretary of State of the State of Delaware; (ii) A Good Standing Certificate with respect to the Buyer as of a date within thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware; (iii) The Buyer's By-Laws certified as of the Closing Date by the President or Secretary of the Buyer as being in full force and effect and unmodified; and (iv) Corporate resolutions of the Warranty Escrow Amount;Buyer's Board of Directors, approving this Agreement and all the transactions contemplated hereby on behalf of the Buyer, certified by the President or Secretary of the Buyer as being in full force and effect and unmodified. (b) The following corporate documentation with respect to the General Escrow Amount Parent: (i) The Parent's Articles or Certificate of Incorporation, certified as of a date within thirty (30) days prior to the Closing Date by the Secretary of State of the State of Delaware; (ii) A Good Standing Certificate with respect to the Parent as of a date within thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware; (iii) The Parent's By-Laws, certified as of the Closing Date by the President or Secretary of the Parent as being in full force and effect and unmodified; and (iv) Corporate Resolutions of the Parent's Board of Directors, approving this Agreement and all the transactions contemplated hereby on behalf of the Parent, certified by the President or Secretary of the Parent as being in full force and effect and unmodified. (c) Stock certificates issued to the Company for the Closing Shares. (d) Consent to a press release in form satisfactory to the Company and the Warranty Escrow Amount Buyer relating to this Agreement and the transactions contemplated hereby. (each e) Delivery of which the cash portion of the purchase price payable to the Company pursuant to Section 2.01(a). (f) The Service Agreement executed by the Buyer. (g) The legal opinion(s) of counsel to the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty EscrowParent attached hereto as Exhibit G. --------- (h) Such instruments of assignment and assumption executed by the Buyer, as the case parties hereto reasonably may bedetermine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (i) Certificate(s) issued by Parent to the Company or its designee, pursuant representing the Closing Shares, which certificate(s) shall contain a proper legend to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and is subject to the terms of the Escrow Lock-Up Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interliant Inc)

Deliveries by the Buyer. At the ClosingClosing and against the deliveries to be made by Seller pursuant to Section 8.2 hereof, the Buyer and/or Acquisition Sub shall deliver to Seller or, if applicable under the Escrow Agreement, the Escrow Agent (as that term is defined in the Escrow Agreement) the following: (i) The Compensation Shares; (ii) A certified copy of resolutions of the Boards of Directors of the Buyer and the Acquisition Sub authorizing the making, execution, and delivery of this Agreement and each of the agreements executed in connection herewith or cause delivered pursuant hereto and the consummation of the transactions contemplated hereto, together with an incumbency certificate, each of which shall be certified as true, correct and complete as of the Closing Date by the Secretary of the Buyer and the Secretary of the Acquisition Sub; (iii) Fully executed counterparts to any of the instruments to be delivered by Seller pursuant to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived Section 8.2 hereof that require execution by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow AmountBuyer or Acquisition Sub; (biv) A copy duly executed by the General Escrow Amount Buyer and the Warranty Escrow Amount (each Acquisition Sub of which an Officers’ Certificate stating that the representations and warranties of Buyer shall deliver or cause and Acquisition Sub set forth in this Agreement are true and correct as of the Closing Date, and that all covenants of Buyer and Acquisition Sub to be delivered performed at or prior to Closing have been duly performed; (v) The Escrow Agreement by and among Buyer, Seller, and the Escrow Agent to be held in substantially the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms form of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, Exhibit A1 hereto duly executed by the Buyer; (dvi) The Employment Agreement between the Intellectual Property Assignments, Acquisition Sub and Stuart in substantially the form of Exhibit C hereto duly executed by the BuyerAcquisition Sub and Stuart; (evii) the Assignment The Incentive Stock Option Agreement between Stuart and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in substantially the State form of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, Exhibit D hereto duly executed by the Buyer and the Escrow Agent; andStuart; (mviii) any additional certificates, receipts, documents The Employment Agreement between the Acquisition Sub and instruments as Dxxxxxx in substantially the Seller may reasonably request.form of Exhibit E hereto duly executed by the Acquisition Sub and Dxxxxxx; (ix) The Incentive Stock Option Agreement between Dxxxxxx and the Buyer in substantially the form of Exhibit F hereto duly executed by Buyer and Dxxxxxx; (x) A Non-Disclosure Agreement between the Acquisition Sub and each of the Transferred Personnel substantially in the form of Exhibit G hereto duly executed by each of the Transferred Personnel and the Acquisition Sub; (xi) An Employment Agreement between the Acquisition Sub and each of the Contracted Employees substantially in the form of Exhibit H hereto duly executed by each of such Contracted Employees and the Acquisition Sub;

Appears in 1 contract

Samples: Asset Purchase Agreement (Smart Online Inc)

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Deliveries by the Buyer. At On the ClosingClosing Date, the ----------------------- Buyer shall deliver will deliver, or cause to be delivered delivered, to the Seller or Escrow Agent, as applicable, Shareholders the following items (unless the delivery of any of the following items is waived by the Seller):following: (a) The following corporate documentation with respect to the Initial Purchase Price less Buyer: (i) The Buyer's Articles or Certificate of Incorporation, certified as of a date within thirty (30) days prior to the General Escrow Amount Closing Date by the Secretary of State of the State of Delaware; (ii) A Good Standing Certificate with respect to the Buyer as of date within thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware; (iii) The Buyer's By-Laws certified as of the Closing Date by the President or Secretary of the Buyer as being in full force and effect and unmodified; and (iv) Corporate Resolutions of the Warranty Escrow Amount;Buyer's Board of Directors, approving this Agreement and all the transactions contemplated hereby on behalf of the Buyer, certified by the President or Secretary of the Buyer as being in full force and effect and unmodified. (b) The following corporate documentation with respect to the General Escrow Amount Parent: (i) The Parent's Articles or Certificate of Incorporation, certified as of a date within thirty (30) days prior to the Closing Date by the Secretary of State of the State of Delaware; (ii) A Good Standing Certificate with respect to the Parent as of date within thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware; (iii) The Parent's By-Laws, certified as of the Closing Date by the President or Secretary of the Parent as being in full force and effect and unmodified; and (c) Corporate Resolutions of the Warranty Escrow Amount Parent's Executive Committee, approving this Agreement and all the transactions contemplated hereby on behalf of the Parent, certified by the President or Secretary of the Parent as being in full force and effect and unmodified. (each d) The Employment Agreements duly executed by the Buyer. (e) Stock certificates evidencing 254,879 shares of Parent Common Stock issued to the Shareholders for the Closing Shares, which certificates shall be properly legended as provided in Section 4.01(o). 63,720 of such shares for the Buyer shall deliver or cause to Escrowed Property will be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as other 191,159 shares for the case may be, pursuant to the terms balance of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer;Closing Shares will be delivered to Shareholders. (f) Consent to a press release in form satisfactory to the Non-Competition Shareholders and Non-Solicitation Agreement, duly executed by the Buyer;Buyer relating to this Agreement and the transactions contemplated hereby. (g) a copy Delivery of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State;Cash Consideration. (h) a certificate The legal opinion of the Delaware Secretary of State as counsel to the good standing of Buyer and the Buyer in the State of Delaware Parent attached hereto as of the most recent practicable date;Exhibit E. (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the The Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and. (mj) any additional certificatesThe 338 Escrow Agreement, receipts, documents and instruments as executed by the Seller may reasonably requestBuyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interliant Inc)

Deliveries by the Buyer. At the Closing, the Buyer shall will deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the documents to Seller):: (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly a certificate executed by the Buyer; (d) the Intellectual Property Assignmentspresident, duly executed by the Buyer; (e) the Assignment and Assumption senior vice president, or vice president of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying dated the by-laws or equivalent documentClosing Date, including all amendments theretorepresenting and certifying, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the executionin such detail as Seller may reasonably request, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) 9.1 and 7.2(b) 9.2 have been satisfiedfulfilled; (lb) evidence of (i) the Escrow complete release and discharge, from and after the Closing, of Seller and its subsidiaries and Affiliates (other than the Company and any Subsidiary) from any and all Obligations (as defined in the Credit Agreement) relating to the Assumed Debt and (ii) the complete release, duly executed from and after the Closing, of any Lien (as defined in the Credit Agreement) pursuant to the Credit Agreement on, in, relating to or otherwise affecting any Excluded Assets; (c) such other certificates, instruments, and documents as may be reasonably requested by Seller prior to the Buyer Closing Date to carry out the intent and the Escrow Agentpurposes of this Agreement; and (md) a counterpart signature page to the Tax Termination and Indemnity Agreement duly executed by Starfire.” 2.5. Section 6.2(i). Section 6.2(i) of the Purchase Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: (i) other than one or more prepayments, not exceeding $100 million in the aggregate, of the outstanding indebtedness under the Credit Agreement (none of which prepayments shall be made from and after February 28, 2006), pay, discharge, or satisfy any additional certificatesclaims, receiptsliabilities or obligations (whether accrued, documents absolute, contingent, unliquidated or otherwise, and instruments as whether asserted or unasserted), other than the Seller may reasonably request.payment, discharge or satisfaction in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in the Financial Statements included in the Disclosure Documents filed prior to the date hereof or incurred since June 30, 2005 in the ordinary course of business consistent with past practice and in connection with any Proceeding;” 2.6. Section 7.4(f). Section 7.4(f) of the Purchase Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

Appears in 1 contract

Samples: Equity Purchase Agreement (Xo Holdings Inc)

Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller):following: (a) By wire transfer of immediately available funds to a bank or trust company to be designated by the Initial Shareholder Representative at least ten (10) days prior to the Closing and reasonably satisfactory to the Buyer (the "Exchange Agent") (a portion of which shall be placed into the Shareholder Representative Escrow as provided in Section 11.2 herein), an aggregate amount equal to the Estimated Purchase Price, reduced by (i) an amount (the "Escrow Amount") equal to twenty percent (20%) of the excess of the Estimated Purchase Price less over $831,640 (the General Escrow Amount and the Warranty Escrow "Specified Cash Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause "), to be delivered to deposited in the Escrow (the "Escrow") with the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement, (ii) a sum equal to twenty percent (20%) of the Estimated Net Working Capital (such sum, the "Net Working Capital Holdback"), and (iii) the A/R Reserve Escrow amount, to be deposited into a sub-account of the Escrow as provided in Section 1.11 (such aggregate amount, as so reduced, the "Preliminary Merger Consideration"). (b) By wire transfer of immediately available funds to the account of U.S. Bank (the "Escrow Agent"), an amount equal to the Escrow Amount and the A/R Reserve Escrow amount to be held pursuant to the terms of the Escrow Agreement by and among the Buyer, the Shareholder Representative (as defined herein) and the Escrow Agent in substantially the form attached hereto as Exhibit B (the "Escrow Agreement"); (c) the Xxxx of Sale and Assignment and Assumption The Escrow Agreement, duly executed by on behalf of the Buyer; (d) the Intellectual Property AssignmentsThe Non-Competition Agreement, duly executed by on behalf of the Buyer; (e) the Assignment and Assumption An opinion of Lease, duly executed by the Buyer's counsel in the form attached as Exhibit C; (f) A Certificate of the Non-Competition Secretary of the Buyer as to the resolutions authorizing the transactions contemplated hereby and Non-Solicitation Agreementa Certificate of an executive officer of the Buyer reaffirming, duly executed by and updating as necessary, the Buyer's representations and warranties contained in Article IV; (g) a copy The Certificate of the certificate of incorporation Secretary of the Buyer certifying true and all amendments thereto, certified as correct copies of the most recent practicable date by Buyer's board of directors resolutions approving and authorizing the Delaware Secretary of Statetransactions contemplated hereby; (h) a certificate The Certificate of the Delaware Secretary of State as to the good standing Transitory Subsidiary certifying true and correct copies of the Buyer in Transitory Subsidiary's board of directors resolutions approving and authorizing the State of Delaware as of the most recent practicable datetransactions contemplated hereby; (i) a certificate The Agreement of an officer Merger duly executed by the President and Secretary of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the BuyerTransitory Subsidiary; (j) a An officers' certificate of an officer the Transitory Subsidiary pursuant to Section 1103 of the Buyer certifying GCL (the resolutions of the Board of Directors of the Buyer authorizing the execution"Officers' Certificate"), delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions;and (k) a certificate of an officer of Such other instruments or documents as may be necessary or appropriate to carry out the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably requesttransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Heritage Propane Partners L P)

Deliveries by the Buyer. At or prior to the Closing, the Buyer shall deliver or cause to be delivered to the Seller the following: (i) the Closing Purchase Price, by wire transfer of immediately available funds to an account or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived accounts designated by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount, payable in accordance with Section 2.4 hereof; (bii) the General Escrow Amount and the Warranty Escrow Amount (each of Ancillary Agreements to which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreementis a party, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (hiii) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in Buyer, issued by the Secretary of State (or similar Governmental Authority) of Delaware its jurisdiction of incorporation, dated as of the most recent practicable date; (iiv) a copy of the certificate of an officer incorporation (or equivalent document) of the Buyer, certifying certified by the by-laws Secretary of State (or equivalent documentsimilar Governmental Authority) of its jurisdiction of incorporation, including all amendments thereto, dated as of the Buyermost recent practicable date; (jv) a certificate certified copies of an officer resolutions duly adopted by the board of directors of the Buyer certifying evidencing the resolutions taking of the Board of Directors of the Buyer authorizing all corporate action necessary to authorize the execution, delivery and performance of this Agreement by and the Ancillary Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutionsthereby; (kvi) an amendment to the TWI Supply Agreement made as of January 1, 2009 between the Seller and Sherwood Valve, LLC in the form attached hereto as Exhibit 2.9(a)(vi); (vii) an assignment (in form and substance reasonably satisfactory to Buyer) by TWI to the Buyer of all right, title and interest in and to the Acquired Intellectual Property; and (viii) a certificate of an officer the Secretary or Assistant Secretary of the Buyer to identifying the effect that name and title and bearing the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) signatures of the Escrow Agreement, duly executed by officers of the Buyer authorized to execute this Agreement and the Escrow Agent; and (m) any additional certificatesother agreements, receiptsdocuments, documents certificates and instruments as the Seller may reasonably requestcontemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trimas Corp)

Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any all of the following items is waived by following, in form and substance reasonably satisfactory to the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (, in each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreementcase, duly executed by the Buyer; parties thereto (d) other than the Intellectual Property Assignments, duly executed by Company and the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date;Seller Parties): (i) the Escrow Agreement; (ii) a certificate of executed by an officer authorized representative of the BuyerBuyer certifying (A) that true, certifying correct and complete copies of the by-laws or equivalent document, including all amendments Organizational Documents of the Buyer are attached thereto, (B) that true, correct and complete copies of the resolutions duly adopted by the governing body of the Buyer approving the Transaction Documents to which the Buyer is a party and the transactions contemplated hereby and thereby are attached thereto, and (C) the identity and incumbency of the officers and other authorized representatives of each of the Buyer; (jiii) a certificate of an officer of good standing with respect to the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the executionBuyer, delivery and performance of this Agreement issued by the Buyer and Secretary of State or comparable Governmental Authority of its jurisdiction of organization dated as of a date not more than ten Business Days prior to the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutionsClosing Date; (kiv) a certificate of an officer from the Buyer, dated as of the Buyer to the effect Closing Date, certifying that the conditions set forth specified in Sections 7.2(aSection 7.04(a) and 7.2(bthrough Section 7.04(c) have been satisfiedsatisfied and setting forth the calculations demonstrating compliance, as of the date hereof, on a Pro Forma Basis (as such term is defined in the First Lien Term Loan Credit Agreement and the First Lien ABL Credit Agreement) after giving effect to the incurrence of the indebtedness evidenced by the Seller Notes and the acquisition contemplated by this Agreement of the applicable incurrence conditions set forth the First Lien Term Loan Credit Agreement and the First Lien ABL Credit Agreement are true and correct (the “Closing Date Certificate”); (lv) the Escrow Agreement, duly executed by the Buyer and the Escrow AgentSolvency Certificate; and (mvi) any additional certificates, receipts, documents and instruments as the Seller may reasonably requestNotes duly executed by Buyer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xerox Corp)

Deliveries by the Buyer. At the Closing, the The Buyer shall will deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any each of the following items is waived by the Seller):Shareholders: (a) the Initial its Purchase Price less by wire transfer of immediately available funds to the General Escrow Amount and respective accounts which have been designated by each of the Warranty Escrow AmountShareholders five business days prior to the Closing; (b) cross-receipts duly executed by the General Escrow Amount Buyer acknowledging receipt of the Shares, as well as receipt of transfer letters in respect of the UATC Shares and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty EscrowCUAA Shares, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of dated the Delaware Secretary of State as to Closing Date evidencing the good standing of the Buyer in under the laws of the State of Delaware Delaware; (d) a certificate, dated as of the most recent practicable Closing Date, executed by its President or Vice President, certifying for and on behalf of the Buyer to the best of the knowledge, information and belief of the person signing such certificate after having made reasonable inquiries, to the effect that (1) the Buyer has performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be so performed or complied with by it on or prior to the Closing Date and (2) the representations and warranties of the Buyer contained herein are true and correct when made and at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated in this Agreement, except for such representations and warranties which are contemplated to change by their nature or speak as of an earlier date; (ie) a certificate of an officer copies of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of adopted by the Board of Directors of the Buyer, certified by the Secretary of the Buyer as having been duly and validly adopted and as being in full force and effect, authorizing the executionexecution and delivery by the Buyer of this Agreement, delivery and the performance by the Buyer of its obligations hereunder; (f) a certificate of the Secretary of the Buyer certifying the names and signatures of the officers of the Buyer authorized to sign this Agreement and the other documents to be delivered hereunder; and (g) all other documents, instruments and writings (1) required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement, (2) otherwise required in connection herewith or (3) other customary closing documents ,certificates and opinions of counsel (as to, without limitation, good standing and due incorporation of the Buyer and due authorization and execution of this Agreement by the Buyer and Buyer) which are reasonably requested by the Shareholders to be delivered to the Shareholders at the Closing in connection with the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably requestherein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gc Companies Inc)

Deliveries by the Buyer. At the Closing, the Buyer shall deliver (or shall cause to be delivered delivered) to the Seller originals, or Escrow Agentcopies if specified, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller):agreements, documents and other items: (a) Copies of all the Initial Purchase Price less resolutions adopted by the General Escrow Amount Board of Directors of the Buyer authorizing and approving the execution and delivery of this Agreement and all agreements contemplated hereby and the Warranty Escrow Amountconsummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of the Buyer; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement)The Closing Payment; (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed MTU Approval (when provided by the Buyer;MTU) (d) A counterpart of the Intellectual Property Assignments, duly executed by the BuyerPromissory Note; (e) A counter part to the Assignment and Assumption of Lease, duly executed by the Buyer;Security Agreement (f) A counterpart of the Non-Competition and Non-Solicitation Agreement, duly Assumption Agreement executed by the Buyer; (g) a copy All agreements, documents and instruments required to be delivered by the Buyer pursuant to any of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date Ancillary Agreements executed by the Delaware Secretary of State;Buyer; and (h) a certificate A counterpart of the Delaware Secretary Assignment of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable dateContracts executed by Buyer; (i) a certificate of an officer A counterpart of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Sublease executed by Buyer; (j) a certificate of an officer A counterpart of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery Warehousing and performance of this Parts Agreement executed by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutionsBuyer; (k) a certificate The Asset Allocation Statement on Form 8594 pursuant to Section 2.3 of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfiedthis Agreement; (l) A payment of Twenty Thousand Dollars ($20,000) for legal expenses incurred in connection with the Escrow Agreement, duly executed by purchase of the Buyer and the Escrow Agent; andAssets; (m) any additional certificatesA payment for estimated reimbursement of expenses related to the continued operation of the Industrial Division and Service Division incurred by Seller in the normal and ordinary course of its business on and between June 1, receipts2009 and the Closing Date (“Estimated Expense Payment”). An itemized list of the total reimbursable expenses (the “Reimbursable Expenses”) shall be provided by Seller to Buyer no later than 30 (thirty) days following the Closing Date. In the event the Reimbursable Expenses exceed the Estimated Expense Payment, documents Buyer shall pay the difference between (x) the Reimbursable Expenses and instruments as (y) the Estimated Expense Payment to Seller within ten (10) days of receipt of the itemized list of Reimbursable Expenses. In the alternative, in the event the Estimated Expense Payment exceeds the Reimbursable Expenses, Seller shall tender the difference between (y) the Estimated Expense Payment and (x) the Reimbursable Expenses to Buyer within ten (10) days of delivery of the list of Reimbursable Expenses. Reimbursable Expenses may reasonably request.include but are not necessarily limited to the following: payroll, payroll expenses, and, sales commissions; employee benefits including health insurance; employee expenses; office expenses including rent, utilities, insurance, taxes, phone, and supplies; warehouse rent and related services; parts services; vehicle lease and operating expenses; equipment leases, purchases and repairs; shipping and postage; and

Appears in 1 contract

Samples: Asset Purchase Agreement (Titan Energy Worldwide, Inc.)

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