Deliveries by the Sellers at Closing. At the Closing, the Sellers shall each execute, acknowledge and deliver to the Buyer the following (which events shall occur, each being deemed to have occurred simultaneously with the others): (a) A Xxxx of Sale in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel; (b) An Assignment and Assumption Agreement in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Buyer shall be assigned and shall assume the Assumed Real Property Leases, Assumed Contracts and Assumed Liabilities from the Seller Group (the “Assignment and Assumption Agreement”); (c) A copy of the Sale Order; (d) Trademark, patent and domain name assignments in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Seller Group shall assigned the Transferred Intellectual Property to the Buyer (the “IP Assignments”); (e) The Escrow Agreement and the Second Escrow Agreement, each in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel; (f) The applicable Agency Agreement in a form reasonably satisfactory to the Sellers, the Buyer and the Agent; (g) A copy of the resolutions adopted by the Sellers’ Boards of Directors authorizing the transactions contemplated hereby and the consummation thereof, certified by a secretary or assistant secretary of the Sellers to be a true and correct copy; (h) A certificate of incumbency as to those officers of the Sellers executing instruments in connection with this Agreement; and (i) All other documents, certificates, instruments or writings, including the Ancillary Agreements, reasonably requested by the Buyer in connection herewith.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Borders Group Inc), Asset Purchase Agreement
Deliveries by the Sellers at Closing. At the Closing, the Sellers shall each execute, acknowledge and deliver to the Buyer the following (which events shall occur, each being deemed to have occurred simultaneously with the others):
(a) A Xxxx Bill of Sale in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(b) An Assignment and Assumption Agreement in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Buyer shall be assigned and shall assume the Assumed Real Property Leases, Assumed Contracts and Assumed Liabilities from the Seller Group (the “Assignment and Assumption Agreement”);
(c) A copy of the Sale Order;
(d) TrademarkXxxxxxxxx, patent and domain name assignments in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Seller Group shall assigned the Transferred Intellectual Property to the Buyer (the “IP Assignments”);
(e) The Escrow Agreement and the Second Escrow Agreement, each in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(f) The applicable Agency Agreement in a form reasonably satisfactory to the Sellers, the Buyer and the Agent;
(g) A copy of the resolutions adopted by the Sellers’ Boards of Directors authorizing the transactions contemplated hereby and the consummation thereof, certified by a secretary or assistant secretary of the Sellers to be a true and correct copy;
(h) A certificate of incumbency as to those officers of the Sellers executing instruments in connection with this Agreement; and
(i) All other documents, certificates, instruments or writings, including the Ancillary Agreements, reasonably requested by the Buyer in connection herewith.
Appears in 1 contract
Samples: Asset Purchase Agreement
Deliveries by the Sellers at Closing. At the Closing, the Sellers shall each executedeliver, acknowledge and deliver or cause to be delivered, to Purchaser the Buyer the following (which events shall occur, each being deemed to have occurred simultaneously with the others):following:
(a) A Xxxx with respect to the Purchased Assets, a Bill of Sale in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(b) An Assignment and Assumption Agreement Agreement, substantially in a the form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Buyer shall be assigned and shall assume the Assumed Real Property Leases, Assumed Contracts and Assumed Liabilities from the Seller Group attached hereto as Exhibit A (the “Bill of Sale and Assignment and Assumption Agreement”), executed by Sellers;
(b) an assignment, substantially in the form attached hereto as Exhibit B (the “IP Assignment”), transferring all of Sellers’ right, title and interest in and to the Acquired IP included in the Purchased Assets;
(c) A copy an executed counterpart to the Escrow Agreement, duly executed by each of the Sale OrderEscrow Agent and each Seller;
(d) Trademark, patent and domain name assignments in a form reasonably satisfactory an IRS Form W-9 from each Seller;
(e) to the Buyer extent available as of Closing, and its counsel except with respect to those properties identified on Section 2.2(e) of the Sellers’ Disclosure Schedule, (i) assignments of easements (in recordable form if the easement is recorded), to Purchaser, with respect to the Sign Location Leases that are easements, duly executed by the appropriate grantee under such easements, and (ii) limited warranty deeds (or the applicable jurisdiction’s equivalent thereof), subject to any Permitted Liens, to Purchaser, in recordable form, with respect each parcel of Owned Real Property, duly executed by the current title holder with respect thereto; provided, that as to any easement or limited warranty deed that is not so delivered at Closing, the Sellers shall comply with the terms of Section 5.8 herein below;
(f) to the extent available as of Closing, Outdoor Advertising Permit transfer documents as are required to validly and fully transfer and assign all such Transferred Permits to Purchaser (or Purchaser’s designated Affiliate); provided, that as to any such permit transfer documents not delivered at Closing, Seller shall comply with the terms of Section 5.8 herein below;
(g) resolutions of each Seller’s manager (or similar governing body) and members approving this Agreement and the Sellers Transaction;
(h) a certificate of good standing of the Secretary of State in each jurisdiction in which any Seller is organized and their counselqualified to do business, pursuant to which the Seller Group shall assigned the Transferred Intellectual Property each dated not more than ten (10) days prior to the Buyer Closing Date, certifying that such Seller is in good standing and that all applicable Taxes and fees of such Seller through and including the Closing Date have been paid;
(i) subject to all Permitted Liens and Leases, sole and complete control and possession of all Purchased Assets, including keys and security codes to all offices and properties, and all necessary passwords to computers and systems and all Sign Location Lease and Facility Lease files and Transferred Permit files;
(j) a Transition Services Agreement in the form of Exhibit C attached (“IP AssignmentsTSA”);
(ek) The Escrow Agreement written evidence of termination of the management agreements between any Seller and the Second Escrow AgreementStandard Outdoor LLC, each in a form and substance reasonably satisfactory to the Buyer and its counsel and the Sellers and their counselPurchaser;
(fl) The applicable Agency Agreement copies of one or more customary pay-off letters executed by the administrative agents or the lenders under any Closing Date Indebtedness, in a form reasonably satisfactory each case, setting forth all amounts necessary to be paid in order to fully discharge each such Closing Date Indebtedness and providing for the irrevocable termination and release of all Liens relating to the Sellers, the Buyer and the Agent;
(g) A copy Closing Date Indebtedness following satisfaction of the resolutions adopted by terms contained in such pay-off letters (the Sellers’ Boards of Directors authorizing the transactions contemplated hereby and the consummation thereof, certified by a secretary or assistant secretary of the Sellers to be a true and correct copy;
(h) A certificate of incumbency as to those officers of the Sellers executing instruments in connection with this Agreement“Payoff Letters”); and
(im) All such other customary instruments of transfer, assumption, filings or documents, certificatesin form and substance reasonably satisfactory to Purchaser, instruments or writings, including the Ancillary Agreements, as may be reasonably requested by counsel to Purchaser or as may be required to consummate the Buyer in connection herewithtransactions contemplated by this Agreement and the Transaction Agreements.
Appears in 1 contract
Deliveries by the Sellers at Closing. At the Closing, the Sellers shall each execute, acknowledge and deliver following deliveries will be made to Buyer by the Buyer Sellers:
5.2.1 In the following (which events shall occur, each being deemed to have occurred simultaneously with the others):event of an Asset Purchase:
(a) A Xxxx physical possession of Sale in a form reasonably satisfactory to all of the Buyer and its counsel University Assets and the Sellers Land and their counselBuildings capable of passing by delivery to Buyer with the intent that title to such University Assets and the Land and Buildings shall pass by and upon delivery to Buyer;
(b) An a xxxx of sale, substantially in the form attached hereto as Exhibit F ("Xxxx of Sale"), conveying in the aggregate all of the University Assets, duly executed by the University;
(c) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit G ("Assignment and Assumption Agreement in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counselAgreement"), pursuant to which the Sellers will assign to Buyer, and Buyer shall be assigned and shall assume will agree to assume, all of the Assumed Real Property LeasesLiabilities and all Contracts (including, Assumed Contracts without limitation, all faculty employment contracts);
(d) one more Warranty Deeds, substantially in the form attached hereto as Exhibit H ("Deeds"), conveying the Land and Assumed Liabilities from Buildings (but reserving the Seller Group Cemetery Easement), duly executed by the Sisters and the University as their interests may appear;
(e) an assignment of all of the “Assignment University's bank accounts, duly executed by the University;
(f) fully executed intellectual property assignments, each in recordable form to the extent necessary to assign such rights;
(g) all Books and Assumption Agreement”Records;
(h) such other deeds, bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and duly executed by the Sellers;
(i) A completed and executed Groundwater Hazard Statement and a Declaration of Value.
5.2.2 In the event of a Stock Purchase:
(a) one or more certificates representing the Shares, duly endorsed (or accompanied by duly executed irrevocable stock powers) for transfer to Buyer;
(b) physical possession of the Sisters Assets capable of passing by delivery to Buyer with the intent that title to such Sisters Assets shall pass by and upon delivery to Buyer; and
(c) one more Warranty Deeds, conveying the Land and Buildings (but reserving the Cemetery Easement), duly executed by the Sisters as its interests may appear.
(d) a completed and executed Groundwater Hazard Statement and a Declaration of Value.
5.2.3 In the event of an Asset Sale or a Stock Purchase:
(a) a certificate executed by the President and Secretary of each Seller, dated as of the Closing Date, certifying that the conditions to be fulfilled by it as set forth in Article 12 have been fulfilled;
(b) a certificate issued by the Secretary of State of the State of Iowa indicating that each of the Sellers is in good standing, dated as of a date no earlier than five business days prior to the Closing;
(c) A a copy of the Sale Orderresolutions of the Board of Trustees and members (to the extent necessary) of each of the Sellers, approving the execution and delivery of this Agreement and the other Transaction Documents and the consummation of all of the transactions contemplated hereby and thereby, duly certified by an appropriate officer;
(d) Trademarkthe Sports Fields Lease, patent and domain name assignments in a form reasonably satisfactory duly executed by the Sisters, if Buyer has elected to enter into the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Seller Group shall assigned the Transferred Intellectual Property to the Buyer (the “IP Assignments”)Sports Fields Lease;
(e) The Escrow Agreement and the Second Escrow AgreementXxxxx Xxxx Lease, each in a form reasonably satisfactory to duly executed by the Buyer and its counsel and the Sellers and their counselSisters;
(f) The applicable Agency Agreement a "bring-down" certificate executed by each of the Sellers, certifying the accuracy of its representations and warranties as of the Closing Date; and
(g) a cancellation of the existing lease between the University and the Sisters for the use of the Land and Buildings.
(h) evidence, reasonably satisfactory to Buyer, that the Sellers have acquired all such policies of insurance as may be necessary or appropriate to the fulfillment of the Seller's obligations hereunder.
(i) one or more duly executed releases signed by the holders of any debt obligation of the University or the Sisters that is secured by any of the Assets acknowledging that such debts have been satisfied in full and that all related security interests in any Assets have been released.
(j) wiring instructions executed by the Sisters authorizing that a portion of the cash component of the Purchase Price be used to pay the following Excluded Liabilities and a satisfaction and release with respect to each such Excluded Liability and any security interest related thereto in a form reasonably satisfactory acceptable to Buyer duly executed by the Sellersholder of such Excluded Liability:
(i) payment in full of the principal and interest and all other amounts outstanding under the University's existing promissory note to Clinton National Bank, in the Buyer and approximate amount of Three Million Three Hundred Thousand Dollars ($3,300,000), which amount is secured by certain real property owned by the AgentSisters;
(gii) A copy payment of the resolutions adopted intrafund loan from the University General Fund to the Permanently Restricted Fund in the amount finally established by the Sellers’ Boards Board of Directors authorizing the transactions contemplated hereby and the consummation thereof, certified by a secretary or assistant secretary Trustees of the Sellers to be a true University and correct copyconfirmed by an independent auditing firm;
(hiii) A certificate payment in full of incumbency as all amounts outstanding under the University's line of credit from Clinton National Bank, which amount relates to those officers the expenses of the Sellers executing instruments in connection with this AgreementFall 2004 Semester and is secured by certain assets of the University; and
(iiv) All payment in full of the principal and interest and all other documents, certificates, instruments or writings, amounts outstanding on the IHELA bonds.
(k) An Assignment of the Springdale Cemetery Company Lease including the Ancillary Agreements, reasonably requested consent of the landlord.
(l) Assignment by the Buyer in connection herewithFranciscan University of Stubenville of the Settlement Agreement with the University over the use of the name of the University.
(m) Termination of that certain Agreement between the Franciscan University and Quincy University dated August 29, 2003.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bridgepoint Education Inc)
Deliveries by the Sellers at Closing. At the Closing, the Sellers shall each execute, acknowledge and deliver to the Buyer the following (which events shall occur, each being deemed to have occurred simultaneously with the others):
(a) A Xxxx of Sale in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(b) An Assignment and Assumption Agreement in a form one or more forms reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Sellers shall assign to Buyer shall be assigned and shall assume the Initial Assumed Real Property Leases, Initial Assumed Contracts and Assumed Liabilities from the Seller Group Sellers (as may be amended from time to time to include Designated Real Property Leases and Designated Contracts, the “Assignment and Assumption Agreement”);
(c) A copy of the Sale Order and the Confirmation Order;
(d) Trademark, patent and domain name assignments in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Seller Group Sellers shall assigned assign the Transferred Intellectual Property to the Buyer (the “IP Assignments”);
(e) The Escrow Agreement and the Second Escrow Agreement, each in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(f) The applicable Agency Agreement in a form reasonably satisfactory to the Sellers, the Buyer and the Agent;
(g) A copy of the resolutions adopted by the Sellers’ Boards of Directors governing board authorizing the transactions contemplated hereby and the consummation thereof, certified by a secretary or assistant secretary of the Sellers to be a true and correct copy;
(hf) A certificate of incumbency as to those officers of the Sellers executing instruments in connection with this Agreement;
(g) An affidavit of each Seller in a form reasonably satisfactory to Buyer certifying that such Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; and
(ih) All other documents, certificates, instruments or writings, including the Ancillary Agreements, reasonably requested by the Buyer in connection herewith, including all information related to the Assumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement
Deliveries by the Sellers at Closing. At the Closing, the Sellers shall each execute, acknowledge and deliver to the Buyer the following (which events shall occur, each being deemed to have occurred simultaneously with the others):
(a) A Xxxx of Sale in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counselcounsel (the “Xxxx of Sale”);
(b) A Special Warranty Deed in a form reasonably satisfactory to Buyer and its counsel and Sellers and their counsel for each parcel of real property included in the Assets (subject only to such modifications as are appropriate to comply with the Applicable Laws of the state in which the real property is located) (collectively, the “Special Warranty Deeds”);
(c) An Assignment and Assumption Agreement in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Buyer shall be assigned and shall assume the Assumed Real Property Leases, Assumed Contracts Agreements and the Assumed Liabilities from the Seller Group Sellers (the “Assignment and Assumption Agreement”);
(cd) The wire transfer instructions regarding delivery of the Closing Payment; and
(e) A copy of the Sale 363/365 Order;
(d) Trademark, patent and domain name assignments in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel, pursuant to which the Seller Group shall assigned the Transferred Intellectual Property to the Buyer (the “IP Assignments”);
(e) The Escrow Agreement and the Second Escrow Agreement, each in a form reasonably satisfactory to the Buyer and its counsel and the Sellers and their counsel;
(f) The applicable Agency Agreement in a form reasonably satisfactory to the Sellers, the Buyer Trademark and the Agentpatent Assignments;
(g) A copy of the resolutions adopted by the Sellers’ Boards of Directors authorizing the transactions contemplated hereby this transaction and the consummation thereof, certified by a secretary or assistant secretary of the Sellers to be a true and correct copy;
(h) A certificate of incumbency as to those officers of the Sellers executing instruments in connection with this Agreement; and
(i) All other documents, certificates, instruments or writings, including the Ancillary Agreements, writings reasonably requested by the Buyer in connection herewith, including, without limitation, all documents necessary to transfer all vehicles and other bank and brokerage accounts that constitute part of the Assets to Buyer.
Appears in 1 contract
