Deliveries by the Seller at the Closing. At the Closing, the --------------------------------------- Seller shall deliver the following to the Buyer, duly executed and properly acknowledged, if appropriate:
(a) the deed for the Real Property and Improvements, substantially in the form attached hereto as Exhibit A, reserving the necessary Easements to be retained by the Seller;
(b) the Xxxx of Sale, substantially in the form attached hereto as Exhibit B, for the tangible personal property included in the Acquired Assets;
(c) the Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit C, in recordable form if necessary;
(d) the Asset Demarcation Agreement, substantially in the form attached hereto as Exhibit D;
(e) a FIRPTA Affidavit by the Seller;
(f) the Property Tax Agreement, substantially in the form attached hereto as Exhibit E;
(g) copies of all consents, waivers or approvals obtained by the Seller with respect to the Acquired Assets, the transfer of the Transferable Permits or the consummation of the transactions contemplated by this Agreement and the Related Agreement, to the extent specifically required under this Agreement or the Related Agreements (without limiting the generality of the foregoing, Seller is specifically required to provide Buyer with copies of 017 written consents to assign to Buyer each of the Material Contracts executed by the third parties to such Material Contracts or include within the opinion referenced in clause (k) below an assurance that Seller's rights under such Material Contracts may be assigned without such third party consent); provided that if a Material Contract cannot be effectively assigned to Buyer at Closing, then Seller shall notify Buyer of such nonassignability, and, subject to Buyer's prior written consent (which shall not be unreasonably withheld), Seller shall, at its sole discretion, enter into substitute contracts (the "Substitute Material Contracts") prior to the Closing that will provide Buyer with substantially similar benefits and obligations to those that would have been provided if the nonassignable Material Contracts had been transferred to Buyer at Closing and shall provide evidence at the Closing that such Substitute Material Contracts are effectively assigned to Buyer at the Closing. To the extent that, as a result of any payment or other consideration provided by Seller, either Seller or Buyer is able to obtain pricing or terms for a Substitute Material Contract more favorable than those under the ...
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser, the following items:
(a) the duly executed officer's certificates and certified resolutions referred to in Sections 8.1, 8.2, and 8.4;
(b) the consents listed on Schedule 8.3;
(c) Seller's Opinion of Counsel;
(d) the resignations referred to in Section 8.12.
(e) the Escrow Agreement, the Pledge Agreement and the Registration Rights Agreement duly executed by the Seller;
(f) a certificate or certificates representing the Stock, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank; and
(g) all other previously undelivered documents that the Seller is required to deliver to the Purchaser pursuant to this Agreement.
Deliveries by the Seller at the Closing. At the Closing, the Seller and the Principals shall deliver to the Purchaser the following:
(a) executed and acknowledged (if appropriate) assignments, bills of sale and/or certificates of title, dated the Closing Date, transferring to the Purchaser all of the Assets free and clear of all Encumbrances, each satisfactory to the Purchaser in form and substance;
(b) if applicable, payoff letters, termination statements and other documentation relating to the release of all Encumbrances on the Assets, including without limitation those referred to in Section 2.2;
(c) the certificates described in Sections 7.1 and 7.8;
(d) the good standing certificate described in Section 7.7;
(e) originals of the Records;
(f) all the Schedules to this Agreement and the information contained therein, which, notwithstanding anything contained herein to the contrary, shall be delivered no later than ten business days prior to the Closing Date;
(g) third party consents, in form and substance reasonably satisfactory to the Purchaser, to the Assigned Contracts to the extent required for assignment by the terms of such Assigned Contracts; and
(h) such other instruments and certificates as may be reasonably requested by the Purchaser.
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser the following:
(a) a Xxxx of Sale (the “Xxxx of Sale”), duly executed by the Seller, in the form attached hereto as Exhibit A;
(b) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), duly executed by the Seller, in the form attached hereto as Exhibit B; and
(c) a Royalty Agreement (the “Royalty Agreement”), duly executed by the Seller, in the form attached hereto as Exhibit C;
(d) a Subscription Agreement (collectively, the “Xxxxx Subscription Agreement”), duly executed by Xxxxx Xxxxx, in the form attached hereto as Exhibit D;
(e) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Seller authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (ii) as to the names and signatures of the officers of the Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered by the Seller hereunder and thereunder; and
(f) such other documents or instruments as the Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser the following:
(a) executed and acknowledged (if appropriate) assignments, bills of sale and/or certificates of title, dated the Closing Date, transferring to the Purchaser all of the Assets free and clear of all Encumbrances, each satisfactory to the Purchaser in form and substance;
(b) the Seller Approvals, if any;
(c) originals of the Records; and
(d) such other instruments and certificates as may be reasonably requested by the Purchaser.
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser the following:
(a) executed and acknowledged (if appropriate) assignments, bills of sale and/or certificates of title, dated the Closing Date, transferring to the Purchaser all of the Assets free and clear of all Encumbrances, each satisfactory to the Purchaser in form and substance;
(b) if applicable, payoff letters, UCC-3 termination statements and other documentation relating to the release of all Encumbrances on the Assets, including without limitation those referred to in Section 2.2(c);
(c) the Consulting Agreements;
(d) originals of the Records;
(e) all the Schedules to this Agreement and the information contained therein, which, notwithstanding anything contained herein to the contrary, shall be delivered no later than two Business Days prior to the Closing Date;
(f) third party consents, in form and substance reasonably satisfactory to the Purchaser, to the Assigned Contracts; and
(g) such other instruments and certificates as may be requested by the Purchaser.
Deliveries by the Seller at the Closing. The Seller shall deliver --------------------------------------- to the Purchaser any instruments and documents of conveyance and transfer, in a form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of the Seller's right, title and interest in and to the Assets (including UCC partial releases in connection with the release of all liens against the Assets, if any), and simultaneously with such delivery, all steps will be taken as may be required to put the Purchaser in actual possession and operating control of the Assets.
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver to the Purchaser each of the documents, instruments and evidences of satisfaction of conditions required to be delivered by the Seller as a condition to the Closing pursuant to Article IX, in form and substance satisfactory to the Purchaser and its counsel.
Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser, the following items:
(a) certified copies of the resolutions duly adopted by the board of directors or equivalent of the Seller Parties approving the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby;
(b) the Escrow Agreement, the Transition Services Agreement and the Trademark Assignment Agreement, all duly executed by the Seller;
(c) a xxxx of sale or such other instrument or instruments of transfer satisfactory to the Purchaser duly executed by the Seller (the “Xxxx of Sale”) effectively transferring the Assets from the Seller to the Purchaser, and an assignment and assumption agreement mutually satisfactory to the Purchaser and Seller duly executed by the Seller (the “Assignment and Assumption Agreement”) assigning the Assumed Contracts and Scheduled Intellectual Property to the Seller and pursuant to which the Purchaser assumes the Assumed Liabilities;
(d) evidence of the release of all Liens (other than Permitted Liens) affecting the Assets;
(e) all other previously undelivered documents that the Seller is required to deliver to the Purchaser pursuant to this Agreement or which the Purchaser reasonably requests to effect the transactions contemplated herein; and
(f) an opinion of Seller’s counsel in the form attached hereto as Exhibit D.
Deliveries by the Seller at the Closing. At the Closing, the Seller will deliver, or cause to be delivered, to the Purchaser:
(a) the certificates representing the Purchased Shares, duly endorsed in blank, or accompanied by (i) either stock powers duly executed in blank by the Seller or such other instruments of transfer as are necessary to effect the transfer of the Shares in Luxembourg, in each case, with all necessary transfer tax and other revenue stamps, acquired at the Seller's expense, affixed and canceled, (ii) a notification to SBS of the transfer of the Shares, such notification to be accompanied by a copy of this Agreement and (iii) proof of payment of the Purchase Price; and
(b) the various documents, certificates, instruments or writings referred to in Article X and such other documents, certificates, instruments or writings as may be reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof (including, without limitation, such documents, certificates, instruments and writings intended for delivery to SBS as the Purchaser shall reasonably request in connection with effecting the transfer of the Purchased Shares to the Purchaser). Each of the Seller and the Purchaser agrees to use their commercially reasonable efforts to supply SBS with all documentation necessary to register the Purchaser as the holder of record of the Purchased Shares.
