Deliveries by the Seller Parties. At the Closing, the Seller Parties shall deliver, or cause to be delivered, to the Buyer the following:
(a) The Seller Parties Closing Certificate, duly executed by an authorized representative of each of the Seller Parties.
(b) A Secretary’s certificate duly executed by the Secretary of Cheniere GP Seller, (i) certifying as to all outstanding Capital Stock of the Subject Entities as of the Closing Date, and all outstanding securities exercisable for or exchangeable for or convertible into Capital Stock of the Subject Entities, (ii) attaching Charter Documents of the Subject Entities certified by Cheniere GP Seller to be true, accurate and complete immediately prior to the Closing, (iii) certifying as to the resolutions of the board of managers of Cheniere GP Seller approving the Transaction Documents to which it is a party and the consummation of the Transactions to which it is a party, and (iv) certifying as to the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere GP Seller.
(c) An Officer’s certificate, duly executed by an authorized representative of Cheniere LP Seller, certifying as to (i) the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere LP Seller and (ii) the resolutions of the board of managers of Cheniere LP Seller approving the Transaction Documents to which it is a party and the consummation of the Transactions to which it is a party.
(d) An Officer’s certificate, duly executed by an authorized representative of CEI, certifying as to the resolutions of the board of directors of CEI approving this Agreement and the consummation of the Transactions to which it is a party.
(e) A “good standing” certificate for each Seller Party and each Subject Entity, in each case certified by the Secretary of State of Delaware and dated as of a date no more than five (5) Business Days before the Closing Date.
(f) A counterpart of the assignment and assumption agreement in the form of Exhibit A (the “GP Assignment”), duly executed by an authorized representative of Cheniere GP Seller, pursuant to which Cheniere GP Seller assigns to Buyer, and Buyer assumes, the Cheniere GP Interest.
(g) A counterpart of the assignment and assumption agreement in the form of Exhibit B (the “LP Assignment”), duly executed by an authorized representative of Cheniere LP Seller, pursuant to which Cheniere LP Seller assigns to Buyer, and B...
Deliveries by the Seller Parties. In addition to any other deliverables set forth herein, at the Closing, the Seller Parties shall deliver, or cause to be delivered, to Buyer or the applicable party the following items:
(a) All documents that effectuated the Reorganization or that otherwise relate to the Reorganization, including, the Organizational Documents of the Company after giving effect to the Conversion;
(b) The Joinder Agreement, duly executed by Seller;
(c) An assignment of the Equity Interests to Buyer in the form of an assignment of membership interest, duly executed by Sxxxxx;
(d) A certificate of an officer of Seller certifying that attached thereto are true and complete copies of all resolutions of the board of directors and the shareholders of Seller authorizing the execution and delivery of the Joinder Agreement, the performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements;
(e) A certificate of a Manager (or an officer) of the Company certifying (i) that attached thereto are true and complete copies of all resolutions of the shareholders and the directors of the Company (prior to the Reorganization) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, and (ii) that attached thereto are true and complete copies of the Organizational Documents of the Company, including any amendments or restatements thereof, and that such Organizational Documents are in full force and effect;
(f) A certificate, dated as of the Closing Date and signed by the Seller Parties, that each of the conditions set forth in Sections 8.1(b) and 8.1(c) have been satisfied;
(g) Resignations of each of the Managers (and, if any, the officers) of the Company with such resignations to be effective concurrently with the Closing;
(h) Employment agreements executed and delivered by Rxxx Xxxxxxxx, Sxxxx Xxxxxxxx, Xx. and other employees of the Company designated by Bxxxx, awaiting only signature by the Company (collectively, the “Employment Agreements”);
(i) The Escrow Agreement, duly executed by Sxxxxx;
(j) A lease, sublease, license or other agreement relating to the Leased Real Property, by and between the Company and Landlord (the “Lease Agreement”), duly executed by Lxxxxxxx;
(k) All documentation necessary to obtain releases of all Encumbrances (other than the Permitted Encumbrances), including appropriate UCC termination statements;
(l) Payoff and release letters from the holders of the Indebtedness set forth on Sc...
Deliveries by the Seller Parties. Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and agreements of Acquiror contained herein and in consideration of the Purchase Price to be paid to Seller, the Seller Parties agree to deliver (or cause to be delivered) to Acquiror at the Closing on the Closing Date the following agreements and documents, all satisfactory in form and substance to Acquiror and its legal counsel:
(i) a certificate executed by the Secretary or an Assistant Secretary of Parent certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Parent certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true an complete copy of the resolutions of the board of directors of Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters;
(ii) a certificate executed by the Secretary or an Assistant Secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Seller certified as of a recent date by the Secretary of State of the State of Illinois, (B) a true an complete copy of the resolutions of Parent as sole member of Seller and managers of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters;
(iii) certificates of good standing and/or subsistence of Seller, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Illinois and the Secretary of State of Virginia and a certificate of good standing of Parent, dated as of a recent date prior to the Closing issued by the Secretary of State of the State of Delaware;
(iv) a certificate executed by each of the Seller Parties certifying that as of the Closing Date (A) all representations and warranties of the Seller Parties contained in Article IV shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, and (B) the Seller Parties shall have performed and satisfied in all respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date; except in each case for any such failure to so perform and/or the inaccuracy of any representation which, individ...
Deliveries by the Seller Parties. The Seller Parties shall deliver to Gadsden Realty Investments, the following:
(i) An assignment of the Sold Interests in form acceptable to the REIT, which shall constitute 100% of the equity interests in the Sold Entity;
(ii) A true and complete copy of all material documents and materials as well as all material correspondence and books and records in the possession or control of any Seller with respect to the Bankruptcy Case and the Underlying Property that has been on or prior to the Closing Date reasonably requested by the REIT, including without limitation the following:
(A) All general and subsidiary ledgers and other financial books of account; all financial statements, all vender lists and accounts payables, all material contracts relating to the Subject Property.
(B) All records regarding the Bankruptcy Case including drafts of agreement and plans;
(C) All architectural and development plans, including the CAD files; and
(D) A statement by the DIP Lender as to the aggregate amount of the obligations then payable under the DIP Credit Agreement as of the Closing Date or a recent date that is acceptable to the REIT.
(iii) A general release in form and substance reasonably acceptable to Gadsden Realty Investments by each Seller, and each Affiliate of a Seller specified by the REIT, in each case, releasing and discharging the Sold Entity and each Sold Entity Subsidiary of all obligations, claims or other payables to any Seller or any of their Affiliates.
Deliveries by the Seller Parties. At the Closing, the applicable Seller Parties shall deliver, or cause to be delivered, to the Buyer Parties the following items:
(a) a copy of the Shareholders Agreement, in the form attached hereto as Exhibit A, by and among the Buyer, the Checksmart Stockholders and the Seller Parties (the “Shareholders Agreement”), duly executed by the Seller Parties;
(b) a copy of the Non-Competition Agreement (containing territorial restrictions with respect to the State of California only), in the form attached hereto as Exhibit B, by and between the Buyer and Xxxx Xxxx (the “Non-Competition Agreement”), duly executed by Xxxx Xxxx;
(c) a reasonably current long-form good standing certificate (or comparable document) for the Company issued by the Secretary of State of the State of Delaware and in each state in which the Company is qualified to do business as a foreign corporation;
(d) a reasonably current long-form good standing certificate (or comparable document) for each of the Company’s Subsidiaries issued by the secretary of state of such Subsidiary’s jurisdiction of incorporation or formation and in each state in which such Subsidiary is qualified to do business as a foreign corporation or limited liability company;
(e) a copy of the certificate of incorporation of the Company, certified by the Secretary of State of the State of Delaware, and a copy of the bylaws of the Company, certified by an officer of the Company;
(f) a copy of the certificate of incorporation or formation (or comparable organizational document) of each of the Company’s Subsidiaries, certified by the secretary of state of such Subsidiary’s jurisdiction of incorporation or formation, and a copy of the bylaws or limited liability company agreement (or comparable organizational document) of each of the Company’s Subsidiaries, certified by an officer of such Subsidiary;
(g) the original corporate record books and stock or limited liability company unit transfer registers of the Company and each of the Company’s Subsidiaries;
(h) a certificate of an officer of the Company, dated as of the Closing Date, setting forth in reasonably sufficient detail, the aggregate amount of the (i) Indebtedness of the Company and its Subsidiaries (including the Company Indebtedness) and (ii) Seller Parties’ Selling Expenses, in each case, indicating the amount of each individual component of Indebtedness or Seller Parties’ Selling Expenses and the Person to whom such Indebtedness or Seller Parties’ Selling Expense ...
Deliveries by the Seller Parties. At or prior to the Closing, the Sellers and Shareholders, as the case may be, shall deliver or cause to be delivered the following documents and items to the Purchaser:
Deliveries by the Seller Parties. At or prior to the Closing, the Seller Parties shall deliver, or cause to be delivered, to Buyer the following items: (i) Release letters, each in customary (with a view to effecting the releases as referenced in the following) form and substance acceptable to a reasonable buyer under the same circumstances and in the same position as Buyer, duly executed by the person(s) authorized to act on behalf of the relevant lenders, each indicating that, upon Closing the Company (after giving effect to the Reorganization) shall be released and discharged from all liabilities and obligations under the Indebtedness identified in Section 2.1(c)(i) of the Disclosure Schedules, and all Liens encumbering assets or shares of the Company (after giving effect to the Reorganization, and other than assets exclusively forming part of the Carve-Out Items or Carve-Out Shares) related to the Indebtedness identified in Section 2.1(c)(i) of the Disclosure Schedules shall be released, discharged, terminated and/or retransferred, as applicable, at the latest upon the Closing and in each case subject to any statutory Law notarization, filing or (de-)registration requirements or waiting periods (such letters, collectively with all other release documentation provided thereunder evidencing the release of guarantees and Liens with respect to such Indebtedness, the “Release Letters”); (ii) a Stock Power and a certificate representing the Shares, each duly executed by Seller;
Deliveries by the Seller Parties. Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and agreements of Acquiror contained herein and in consideration of the Purchase Price to be paid to Seller, the Seller Parties agree to deliver (or cause to be delivered) to Acquiror at the Closing the following agreements and documents, all satisfactory in form and substance to Acquiror and its legal counsel:
(i) a certificate executed by the Secretary or an Assistant Secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Seller certified as of a recent date by the Secretary of State of the State of Minnesota, (B) a true an complete copy of the resolutions of the Shareholders of Seller and the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters;
(ii) certificates of good standing and/or subsistence of Seller, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Minnesota;
(iii) a certificate executed by each of the Seller Parties certifying that as of the Closing Date (A) all representations and warranties of the Seller Parties contained in Article IV shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, and (B) each of the Seller Parties shall have performed and satisfied in all respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date; except in each case for any such failure to so perform and/or the inaccuracy of any representation which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change;
(iv) an opinion of Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., counsel to the Seller Parties, dated as of the Closing Date, in the form attached hereto as Exhibit I;
(v) evidence of receipt of all consents set forth on Schedule 3.2(b)(v);
(vi) an affidavit from Seller stating, under penalties of perjury, Seller's taxpayer identification number and that Seller is not a foreign person pursuant to Section 1445(b)(2) of the Code; and
(vii) a Release executed by the Shareholders in favor of Acquiror, in the form attached hereto as Exhibit J.
Deliveries by the Seller Parties. At or prior to the Closing, each Seller Party shall deliver, or cause to be delivered, to Buyer the following:
(a) stock certificates representing all of the Seller Parties’ Shares, duly endorsed in blank or accompanied by appropriate transfer forms duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed;
Deliveries by the Seller Parties. The Seller Parties shall have delivered to the Purchaser Parties those items required by Section 3.2 hereof.
