Deliveries by the Company and the Shareholder. On the Closing Date, the Company and the Shareholder will deliver, or cause to be delivered, to the Buyer the following: (A) Such instruments of assignment, transfer and/or conveyance executed by the Company, and the Shareholder where applicable, as Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens, claims, encumbrances and other charges, including, without limitation, a Bill xx Sale. (B) Physical delivery of all Tangible Assets, Customer Lists and Customer Information by making them available at the Sites listed on Exhibit A, together with any and all warranties, manuals, instructions, and other literature in the possession of the Company or the Shareholder relating to the ownership or operation of the Tangible Assets. In addition, such notices to telephone companies and others required to transfer the Company's telephone and facsimile numbers, e-mail addresses and domain addresses, used in the Business to Buyer. (C) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks or service marks, original artwork, data bases, computer programs and software and physical delivery of all books, files and records concerning the Purchased Assets. (D) The following corporate documentation: (i) The Company'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 the Company's organization; (ii) Good Standing Certificates as of date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business; (iii) The Company's By-Laws certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified; and (iv) Corporate Resolutions of the Company's Board of Directors and the Shareholder (if required by the Company's By-Law's or applicable law),
Appears in 2 contracts
Samples: Asset Purchase Agreement (Interliant Inc), Asset Purchase Agreement (Interliant Inc)
Deliveries by the Company and the Shareholder. On the --------------------------------------------- Closing Date, the Company Company, Xxxxxx and the Shareholder will deliver, or cause to be delivered, to the Buyer the following:
(Aa) The following documents and items:
(i) Such instruments of assignment, transfer and/or conveyance executed by the Company, Xxxxxx and the Shareholder where Shareholder, as applicable, as the Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens, claims, encumbrances and other chargescharges or restrictions from transfer, including, without limitation, a Bill xx Salexxxx of sale reasonably satisfactory to Buyer.
(Bii) Physical delivery of all Tangible Assets, Customer Lists and Customer Information Assets by making them available at the Sites listed on Exhibit ASites, together with any and all warranties, manuals, instructions, and other literature in the possession of the Company or the Shareholder relating to the ownership or operation of the Tangible Assets. In addition, such notices to telephone companies companies, internet service providers and others required to transfer the Company's telephone and facsimile numbers, e-e- mail addresses, intellectual property addresses and domain addresses, used in the Business to BuyerBuyer and physical delivery of all books, files and records concerning the Purchased Assets.
(Ciii) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks copyrights, trade marks or service marks, original artwork, data bases, computer programs programs, notes, sketches, flowcharts, diagrams and software and physical delivery of all books, files and records concerning the Purchased Assetssoftware.
(Db) The following corporate documentationdocumentation with respect to the Company:
(i) The Company'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 the Company's organization;
(ii) Good Standing Certificates with respect to the Company as of a date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business;
(iii) The Company's By-Laws certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified; and
(iv) Corporate Resolutions resolutions of the Company's Board of Directors and the Company Shareholders, approving this Agreement and all the transactions contemplated hereby on behalf of the Company, certified by the President or Secretary of the Company as being in full force and effect and unmodified.
(c) The following corporate documentation with respect to the Subsidiary:
(i) The Subsidiary'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 the Subsidiary's organization;
(ii) Good Standing Certificates with respect to the Subsidary as of a date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Subsidiary's organization and each other state in which the Subsidiary is qualified to do business;
(iii) The Subsidiary's By-Laws (or functional equivalent) certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified.
(d) The following corporate documentation with respect to the Shareholder:
(i) The Shareholder'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 the Shareholder's organization;
(ii) Good Standing Certificates with respect to the Shareholder as of a date within thirty (if required 30) days prior to the Closing Date from the Secretary of State of the state of the Shareholder's organization;
(iii) The Shareholder' By-Laws certified as of the Closing Date by the President or Secretary of the Shareholder as being in full force and effect and unmodified; and
(iv) Corporate resolutions of the Shareholder's Board of Directors approving this Agreement and all the transactions contemplated hereby on behalf of the Shareholder, certified by the President or Secretary of the Shareholder as being in full force and effect and unmodified.
(e) The following corporate documentation with respect to Xxxxxx:
(i) Xxxxxx'x 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 Xxxxxx'x organization;
(ii) Good Standing Certificates with respect to Xxxxxx as of a date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of Xxxxxx'x organization;
(iii) Xxxxxx'x By-Laws certified as of the Closing Date by the President or Secretary of Xxxxxx as being in full force and effect and unmodified; and
(iv) Corporate resolutions of Xxxxxx'x Board of Directors approving this Agreement and all the transactions contemplated hereby on behalf of Xxxxxx, certified by the President or Secretary of Xxxxxx as being in full force and effect and unmodified.
(f) The legal opinion of counsel to the Company, Xxxxxx and the Shareholder attached hereto as Exhibit C. ---------
(g) The employment agreement annexed to this Agreement as Exhibit D --------- hereto between the Buyer and Xxxxx Xxxxxx, (the "Employment Agreement") duly executed by all parties other than the Buyer.
(h) The lock-up agreement regarding the Closing Shares in the form annexed hereto as Exhibit E (the "Lock-Up Agreement") executed by the Company. ---------
(i) [INTENTIONALLY OMITTED]
(j) Stock certificate(s) evidencing all issued and outstanding Class B Subsidiary Stock. together with stock powers or other instruments of transfer satisfactory to the Buyer executed by the Company.
(k) The novation agreement annexed to this Agreement as Exhibit EE, ---------- duly executed by the holder of all Class A Common Stock.
(l) A copy of the Certificate of Amendment duly executed by the President and Secretary of the Company which is to be filed in the Secretary of State's ByOffice for the State of Delaware pursuant to Section 4.01(c)(iii) hereof.
(m) Consents or acknowledgments to the assignment of all Business Agreements listed on Exhibit 4.01(b)(1) and not listed on Exhibit 4.01(c)(i)(5). ------------------ ---------------------
(n) Consent to a press release in form satisfactory to the Company and the Buyer relating to this Agreement and the transactions contemplated hereby.
(o) A certificate of Net Worth signed by an authorized officer of the Company (the "Certificate of Adjusted Net Worth") with evidence reasonably satisfactory to the Buyer that the Net Worth of the Company is not less than the amount set forth in Section 4.01(r).
(p) A list of all software (including, off-Law's or applicable law),the-shelf software) used by the Company in operating and maintaining the Business. [(q) Keys to all entrances and possessions with respect to the Sites.]
Appears in 1 contract
Deliveries by the Company and the Shareholder. On the Closing Date, the Company and the Shareholder will deliver, or cause to be delivered, to the Buyer the following:
(A) Such instruments of assignment, transfer and/or or conveyance executed by the Company, and the Shareholder where applicable, as Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens, claims, encumbrances and other charges, including, without limitation, a Bill xx Sale.
(B) Physical delivery of all Tangible Assets, Customer Lists and Customer Information Assets by making them available at the Sites listed on Exhibit A, together with any and all warranties, manuals, instructions, and other literature in the possession of the Company or the Shareholder relating to the ownership or operation of the Tangible Assets. In addition, such notices to telephone companies and others required to transfer the Company's telephone and facsimile numbers, e-mail addresses and domain addresses, used or located in the Business to BuyerBuyer and physical delivery of all books, files and records concerning the Purchased Assets.
(C) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks or service marks, original artwork, data bases, computer programs and software and physical delivery of all books, files and records concerning the Purchased Assetssoftware.
(D) The following corporate documentation:
(i) The Company'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 the Company's organization;
(ii) Good Standing Certificates as of date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business;
(iii) The Company's By-Laws certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified; and
(iv) Corporate Resolutions of the Company's Board of Directors and the Shareholder shareholders of the Company (if required by the Company's By-Law's or applicable law),, approving this Agreement and all the transactions contemplated hereby, certified by the President or Secretary of the Company as being in full force and effect and unmodified.
(E) The legal opinions of counsel to the Company and the Shareholder, in a form acceptable to Buyer and its counsel.
(F) Evidence in form satisfactory to Buyer and its counsel that the Tax Liabilities, if any, have been paid off and satisfied.
(G) The Purchase Price Escrow Agreement and the Indemnity Escrow Agreement duly executed by the Company.
(H) Copies of written proof in form and substance satisfactory to Buyer and its counsel that the Company will no longer do business under any of the trade names listed on Exhibit B as required pursuant to Article I, Section 2, Paragraph (B) (iii) hereof.
(I) The Company and the Shareholder shall use their reasonable best efforts to deliver a Non-Competition, Non-Disclosure and Intellectual Property Agreement in a form to be provided by Buyer prior to the Closing, executed by each employee of the Company who will be employed by Buyer or its affiliate after the Closing.
(J) Notices of termination of all employees of the Company employed in connection with Business satisfactory to Buyer, which notices will be delivered to the employees concurrently with the Closing.
(K) Consulting Agreement between Parent and Thomxx Xxxxxxx (xxe "Consulting Agreement"), executed by him
(L) Quitclaim conveyances executed by Network and IMA conveying to Buyer any right, title and interest any of them may have in and to the Purchased Assets in form and substance satisfactory to Buyer and its counsel.
(M) A Subscription Agreement duly executed by Thomxx Xxxxxxx xxx Pamexx Xxxasy covering the issuance to them of 25,000 shares of common stock of Parent (the "Common Stock") pursuant to the Consulting Agreement (the "Subscription Agreement"), in the form to be provided by Parent.
(N) A Right of First Refusal Agreement duly executed by Thomxx Xxxxxxx xxx Pamexx Xxxasy relating to the Common Stock (the "Right of First Refusal Agreement"), in the form to be provided by Parent.
(O) Consent to a press release in form satisfactory to the Company and Buyer relating to this Agreement and the transactions contemplated hereby.
(P) Such notice or notices as Buyer may reasonably request in order to notify the customers included on the Customer List that the Business has been sold to Buyer.
Appears in 1 contract
