Deliveries by the Company and the Sellers Sample Clauses
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver or cause to be delivered to the Buyer:
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver, or cause to be delivered, the following to Purchaser:
(a) Unit certificates duly endorsed for transfer to Purchaser or accompanied by executed Unit transfer powers or, to the extent such Units are not certificated, other evidence of transfer of the Purchased Units from the Seller Subsidiaries to Purchaser reasonably satisfactory to Purchaser;
(b) A certificate, dated as of the Closing Date, signed by an authorized officer of (i) the Company and (ii) each Seller, with respect to itself only, to the effect set forth in clauses (a) and (b) of Section 7.2;
(c) Counterparts to the Escrow Agreement duly executed by the Sellers and Escrow Agent;
(d) Counterparts to each of the Sellers’ New Affiliation Agreements duly executed by the Company, the applicable Seller, and each of such Sellers’ Newspaper Affiliates; provided, that (i) with respect to Xxxxxx Holdings Company, the Company and WP LLC shall have executed and delivered the New Affiliation Agreement, and (ii) with respect to Tribune Media Company, the Company, Tribune Publishing Company and its Newspaper Affiliates shall have executed and delivered the New Affiliation Agreements;
(e) Resignations of each member of the Board of Directors listed on Schedule 8.1(e), in form and substance reasonably acceptable to Purchaser, in writing to the Board of Directors, effective as of the Closing; and
(f) Certificates duly completed and executed by each Seller (or, if such Seller or such is a disregarded entity for U.S. federal income tax purposes as of the Closing, the person treated as the owner of such Seller’s assets for U.S. federal income tax purposes) in accordance with Treasury Regulation Section 1.1445-2(b)(2)(vi), dated as of the Closing Date, certifying that such Seller (or such owner) is not a “foreign person” within the meaning of Section 1445 of the Code.
Deliveries by the Company and the Sellers. Prior to or on the Closing Date, the Company and the Sellers shall deliver or cause to be delivered to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:
Deliveries by the Company and the Sellers. On the Closing Date, the Company and the Sellers shall deliver, or cause to be delivered, the following:
(a) Certificates representing the Membership Interests, representing 100% of the issued and outstanding Membership Interests of the Company, duly endorsed in blank for transfer, or with appropriate powers in blank attached;
(b) The membership interest book, membership interest ledger, minute books, and corporate seal of the Company;
(c) An Employment Agreement between the Company and Xxxxx substantially in the form of Exhibit A attached hereto (the “Xxxxx Employment Agreement”);
(d) An Employment Agreement between the Company and each of Xxxxx Xxxxx, Xx., Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxx, substantially in the forms of Exhibits B, C, D, E and F, respectively, attached hereto;
(e) Evidence satisfactory to the Purchaser that the “Officer Loan” has been cancelled;
(f) An acknowledgement from X.X. Xxxxx Shoe Technologies, LLC (“X.X. Xxxxx”) to the sale of the Membership Interests to the Purchaser, and an acknowledgement and confirmation from X.X. Xxxxx that the Intellectual Property License Agreement effective November 30, 2007 by and between X.X. Xxxxx and the Company (the “X.X. Xxxxx License Agreement”) remains in force and effect as of the Closing Date, and that as of the Closing Date, the Company is not in breach of any of its material obligations under the X. X. Xxxxx License Agreement.
(g) An incumbency certificate for the Company dated the Closing Date, including specimen signatures, together with copies, certified by the Secretary or the Assistant Secretary of the Company, of (i) the Company's articles of organization, as in effect on the Closing Date; (ii) the Company's operating agreement, as in effect on the Closing Date; (iii) resolutions of the Company’s Board of Managers authorizing the execution, delivery and performance by the Company of this Agreement and the documents, instruments, certificates and other agreements being executed and delivered by the Company pursuant to the terms hereof;
(h) A good standing certificate for the Company, dated not more than 30 days prior to the Closing Date, issued by the Secretary of State of the State of New Jersey stating that the Company is validly existing and/or in good standing under the laws of such jurisdiction;
(i) Written consent from the Development Authority of Xxxxx County, the lessor under that certain Lease dated as of August 1, 2008, to waive, until September ...
Deliveries by the Company and the Sellers. Upon the terms and subject to the conditions of this Agreement, in reliance upon the representations, warranties, and agreements of Parent and the Purchaser contained in this Agreement and in consideration of the consideration to be paid to the Company Securityholders, the Company will deliver (or cause to be delivered) to Parent and the Purchaser, at the Closing on the Closing Date, the following (reasonably satisfactory in form and substance to Parent and the Purchaser):
(i) a certificate executed by the Chief Executive Officer of the Company (in his capacity as such) certifying as of the Closing Date (A) a true and complete copy of the articles of association of the Company, as amended through the Closing Date, (B) a true and complete copy of the resolutions of the board of directors and the shareholders of the Company authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions, and (C) a copy of the share register of the Company evidencing the transfer and ownership of all of the Company Share Capital by the Purchaser as of the Closing Date;
(ii) a certificate of good standing (or equivalent thereof) of the US Subsidiary, dated as of a recent date before the Closing, issued by the State of Delaware;
(iii) a certificate executed by an authorized officer of the Company (in his capacity as such) certifying as to the matters set forth in Section 7.2(a) as of the Closing Date;
(iv) evidence of receipt of all consents and delivery of all notices set forth on Section 6.4 of the Disclosure Schedule;
(v) resignations from the Persons holding the position of a director of the Company or any Subsidiary in office immediately before the Closing, resigning from such positions effective immediately upon and subject to the consummation of the Closing (such resignation, to include a release of claims);
(vi) the Payoff Letters satisfying the requirements of Section 6.11;
(vii) the Parachute Payment Waivers required to be obtained under Section 6.9(d) and evidence reasonably satisfactory to Parent that a Shareholder Vote was solicited in accordance with Section 6.9(d)
(viii) duly completed Warrant Treatment Agreements in accordance with Section 1.2(d) of this Agreement delivered to the Company by Company Securityholders representing all Company Warrants outstanding as of immediately before the Closing Date;
(ix) the Retention Agreement duly executed by the Significant Key Employee;
(x)...
Deliveries by the Company and the Sellers. The Sellers covenant and where applicable, shall cause the Company to deliver (duly executed where appropriate) to Buyer at the Closing:
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver or cause to be delivered to the Buyer (and, in the case of Section 9.2(k)(i), to the Title Company):
Deliveries by the Company and the Sellers. The Company and the Sellers shall have delivered to Purchaser those items required to be delivered by them pursuant to Section 2.5.
Deliveries by the Company and the Sellers. The Company and the Sellers hereby agree to deliver to Purchaser the following items on or before the Closing:
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers, as applicable, shall deliver the following items to Purchaser, each in form and substance satisfactory to Purchaser, in its sole discretion: