Deliveries by the Sellers at the Closing. At the Closing, the Sellers shall deliver to the Purchaser or such Subsidiaries or other designees that the Purchaser may designate prior to Closing the following: (a) One or more Bills of Sale in the form of Exhibit A, duly executed by each relevant Seller; (b) an Assignment and Assumption Agreement in the form of Exhibit B (the “Assignment and Assumption Agreement”), duly executed by each relevant Seller; (c) Trademark Assignments in the form of Exhibit C (the “Trademark Assignments”), duly executed by each relevant Seller; (d) Domain Name Assignments in the form of Exhibit D (the “Domain Name Assignments”), duly executed by each relevant Seller; (e) a deed conveying title to each parcel of Owned Real Property, containing a special or limited warranty in all cases in which the relevant Seller received a special or limited warranty deed at the time such Seller acquired the respective parcel of Owned Real Property, and otherwise in the form of a quitclaim deed (the “Deeds”), duly executed by each relevant Seller; (f) an Assignment and Assumption of Lease with respect to each Contract for Leased Real Property (each, an “Assignment and Assumption of Lease”), duly executed by each relevant Seller; (g) a Transition Services Agreement in the form mutually agreed by the parties hereto (the “Transition Services Agreement”), duly executed by each relevant Seller; (h) a Printing Agreement in the form mutually agreed by the parties hereto (the “Printing Agreement”), duly executed by the Parent; (i) a Lease Agreement in the form mutually agreed by the parties hereto (the “Lease Agreement”), duly executed by the Parent; (j) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations, duly executed by each relevant Seller; (k) an opinion from counsel to the Sellers (which may be in-house counsel) containing the opinions set forth in Exhibit E, addressed to the Purchaser and dated as of the Closing Date; (l) the certificate referred to in Section 7.2(c); (m) the affidavits, certificates and other documents in the forms mutually agreed by the parties hereto, duly executed by the relevant Seller (provided, however, that if the Purchaser’s title insurance company does not require the delivery of any such document in order to issue the relevant title insurance policy, such document need not be delivered); and (n) a News Services Agreement in the form mutually agreed by the parties hereto (the “News Services Agreement”), duly executed by the Parent.
Appears in 1 contract
Deliveries by the Sellers at the Closing. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser or such Subsidiaries or other designees that the Purchaser may designate prior to Closing Buyer the following:
(ai) One certificates evidencing the Shares, duly endorsed in blank or more Bills of Sale accompanied by duly executed stock powers;
(ii) an escrow agreement, in the form of Exhibit AA hereto, duly executed by each relevant Seller;
(b) an Assignment and Assumption Agreement in dated the form of Exhibit B Closing Date (the “Assignment and Assumption Escrow Agreement”), duly executed by each relevant Sellerof the parties thereto (other than the Buyer);
(c) Trademark Assignments in the form of Exhibit C (the “Trademark Assignments”), duly executed by each relevant Seller;
(d) Domain Name Assignments in the form of Exhibit D (the “Domain Name Assignments”), duly executed by each relevant Seller;
(eiii) a deed conveying title to payoff letter from each parcel holder of Owned Real Property, containing a special or limited warranty in all cases in which Indebtedness of the relevant Seller received a special or limited warranty deed at the time such Seller acquired the respective parcel Company and each of Owned Real Property, and otherwise in the form of a quitclaim deed (the “Deeds”), duly executed by each relevant Seller;
(f) an Assignment and Assumption of Lease with respect to each Contract for Leased Real Property its Subsidiaries (each, an “Assignment and Assumption of LeaseIndebtedness Holder”), duly executed by each relevant Seller(A) indicating that upon payment of a specified amount, such Indebtedness shall be paid in full and, if applicable, such holder shall release its security interest against the assets of the Company or its Subsidiaries and/or against the Shares, and (B) authorizing the Buyer to file Uniform Commercial Code termination statements, or such other documents or endorsements necessary to release of record such security interests of all such holders, and evidence the release or discharge of such financing statements, judgments or other Encumbrances on or against the Shares and/or the assets of the Company or any of its Subsidiaries (each, a “Pay-Off Letter”);
(g) a Transition Services Agreement in the form mutually agreed by the parties hereto (the “Transition Services Agreement”), duly executed by each relevant Seller;
(h) a Printing Agreement in the form mutually agreed by the parties hereto (the “Printing Agreement”), duly executed by the Parent;
(i) a Lease Agreement in the form mutually agreed by the parties hereto (the “Lease Agreement”), duly executed by the Parent;
(j) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations, duly executed by each relevant Seller;
(kiv) an opinion from of counsel to SvoCo and the Sellers (which may be in-house counsel) containing the opinions set forth Company, in Exhibit Ea form reasonably acceptable to Buyer, addressed to the Purchaser Buyer and dated as of the Closing Date;
(lv) copies of the certificate referred to in Section 7.2(cof incorporation (or formation) of the Company and Coffee Bean certified as of a recent date by the Secretary of State of the jurisdiction of each such Person’s incorporation (or formation);
(mvi) copies of the certificate of good standing of the Company and Coffee Been issued as of recent date by the Secretary of State of the jurisdiction of each such Person’s organization and of each jurisdiction in which such Person is qualified to do business;
(vii) in the case of each Seller that is an entity, a certificate of the secretary or an assistant secretary of such Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer, as to: (A) the affidavitsresolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of such Seller authorizing the execution, certificates delivery, and performance of this Agreement and the transactions contemplated hereby; and (B) incumbency and signatures of the officers of such Seller executing this Agreement or any other documents agreement or document executed by such Seller contemplated by this Agreement;
(viii) a certificate of the secretary or an assistant secretary of each of the Company and Coffee Bean, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (A) the certificate of incorporation of such Person; (B) the bylaws of such Person; (C) any resolutions of the board of directors (or a duly authorized committee thereof) of such Person authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (D) incumbency and signatures of the officers of such Person executing this Agreement or any other agreement or document executed by such Person contemplated by this Agreement;
(ix) a facility lease, in the forms mutually agreed by form of Exhibit B hereto, dated the parties heretoClosing Date, between Facility LLC, as lessor, and Coffee Bean, as lessee (the “Facility Lease”), duly executed by the relevant Seller (provided, however, that if the Purchaser’s title insurance company does not require the delivery of any such document in order to issue the relevant title insurance policy, such document need not be delivered); andparties thereto;
(nx) a News Services Agreement an employment agreement, dated the Closing Date, between Coffee Bean and each of the Persons set forth in the form mutually agreed by the parties Schedule 4 hereto (the each, an “News Services Employment Agreement”), duly executed by the Parentparties thereto;
(xi) a nondisclosure/non-competition/non-solicitation agreement, in the form of Exhibit C hereto, dated the Closing Date, between the Buyer and each of SvoCo and Prairie Capital (the “SvoCo/Prairie Non-Competition Agreements”), duly executed by the parties thereto;
(xii) a nondisclosure/non-competition/non-solicitation agreement, in the form of Exhibit D hereto, dated the Closing Date, between the Buyer and each of Xxxxxxxx Xxxx and Xxxxxxx Xxxxxxxx (together with the SvoCo/Prairie Non-Competition Agreements, the “Non-Competition Agreements”), duly executed by the parties thereto;
(xiii) the resignations, effective as of the Closing Date of each director and officer of the Company and Coffee Bean other than those whom the Buyer shall have specified in writing prior to the Closing;
(xiv) all Authorizations obtained by any of the Sellers, the Company or Coffee Bean with respect to the consummation of the transactions contemplated by this Agreement; and
(xv) evidence that all outstanding options to purchase shares of Common Stock shall have been cancelled in accordance with the terms of the Coffee Bean Holding Co., Inc. 2004 Stock Option Plan.
Appears in 1 contract
Deliveries by the Sellers at the Closing. At the Closing, the Sellers will:
(i) deliver, or cause to be delivered, to the Purchaser, such deeds, bills of sale, enforcements, assignments, and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall deliver be necessary to sell, transfer, convey and assign to the Purchaser, in accordance with the terms hereof, title to the Acquired Assets free and clear of all Liens (other than Permitted Liens), including without limitation, a xxxx of sale agreement (the "XXXX OF SALE") substantially in the form of EXHIBIT A.
(ii) deliver, or cause to be delivered, to the Purchaser certificates representing the Purchased Shares free and clear of all Liens duly endorsed in blank or accompanied by signed and undated stock powers in accordance with Section 2.3;
(iii) deliver, or cause to be delivered, to the Purchaser duly executed copies of all consents from Governmental Authorities referred to in Section 9.6, except to the extent the Bankruptcy Court orders otherwise;
(iv) deliver, or cause to be delivered, to the Purchaser all consents, orders and approvals of the Bankruptcy Court (including, without limitation, a certified copy of the Approval Order) necessary to consummate the transactions contemplated herein;
(v) deliver, or cause to be delivered, to the Purchaser the certificates referred to in Sections 9.2, 9.3 and 9.9;
(vi) deliver, or cause to be delivered, to the Purchaser certified copies of the resolutions of the Board of Directors of the Sellers authorizing the sale of the Acquired Assets (if applicable), the Assumed Contracts (if applicable) and the Purchased Shares, the execution and delivery of this Agreement, the Ancillary Agreements and all other documents and agreements delivered in connection herewith by the Sellers and consummation of the transactions contemplated hereby and thereby;
(vii) deliver, or cause to be delivered, to the Purchaser such other duly executed documents, instruments and certificates as may be necessary, appropriate or reasonably requested by Purchaser to be delivered by the Sellers pursuant to this Agreement (it being understood that in no event shall any Seller be required to cause either Purchased Subsidiary or any of their respective Subsidiaries to enter into an employment agreement with any executive officer, director or employee of such Person in connection with the closing of the transactions contemplated by this Agreement);
(viii) as applicable, cause the share registry and director and shareholder minute books of each Purchased Entity to be delivered to the Purchaser or such Subsidiaries its nominee and the share registry of each of ACT-UK and ACT-Thailand shall have been updated (or other designees that a power of attorney shall have been executed) to reflect the ownership of the ACT-UK Shares and ACT-Thailand Shares, respectively, by the Purchaser may designate prior to Closing the following:
(a) One or more Bills of Sale in the form of Exhibit A, duly executed by each relevant Seller;
(b) an Assignment and Assumption Agreement in the form of Exhibit B (the “Assignment and Assumption Agreement”), duly executed by each relevant Seller;
(c) Trademark Assignments in the form of Exhibit C (the “Trademark Assignments”), duly executed by each relevant Seller;
(d) Domain Name Assignments in the form of Exhibit D (the “Domain Name Assignments”), duly executed by each relevant Seller;
(e) a deed conveying title to each parcel of Owned Real Property, containing a special or limited warranty in all cases in which the relevant Seller received a special or limited warranty deed at the time such Seller acquired the respective parcel of Owned Real Property, and otherwise in the form of a quitclaim deed (the “Deeds”), duly executed by each relevant Seller;
(f) an Assignment and Assumption of Lease with respect to each Contract for Leased Real Property (each, an “Assignment and Assumption of Lease”), duly executed by each relevant Seller;
(g) a Transition Services Agreement in the form mutually agreed by the parties hereto (the “Transition Services Agreement”), duly executed by each relevant Seller;
(h) a Printing Agreement in the form mutually agreed by the parties hereto (the “Printing Agreement”), duly executed by the Parent;
(i) a Lease Agreement in the form mutually agreed by the parties hereto (the “Lease Agreement”), duly executed by the Parent;
(j) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations, duly executed by each relevant Seller;
(k) an opinion from counsel to the Sellers (which may be in-house counsel) containing the opinions set forth in Exhibit E, addressed to the Purchaser and dated effective as of the Closing Date;
(lix) cause to be delivered to the Purchaser a certificate referred to in Section 7.2(c);
(m) setting forth the affidavits, certificates name of each director and other documents in the forms mutually agreed by the parties hereto, officer of each Purchased Entity and shall have annexed thereto a duly executed by letter of resignation effective as of the relevant Seller (provided, however, that if the Purchaser’s title insurance company does not require the delivery of any Closing Date from each such document in order to issue the relevant title insurance policy, such document need not be delivered)director and officer; and
(nx) a News Services Agreement as applicable, cause to be delivered to Purchaser all books and records of each Purchased Entity in the form mutually possession of each Seller and each Excluded Subsidiary. It is understood and agreed that in the event the Company elects to exercise the Acquired Assets Exclusion Right, then each of the foregoing items that relates to the Acquired Assets need not be delivered to the Purchaser by the parties hereto (Sellers at the “News Services Agreement”), duly executed by the ParentClosing.
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Benchmark Electronics Inc)
Deliveries by the Sellers at the Closing. At the Closing, the Sellers shall deliver to the Purchaser or such Subsidiaries or other designees that the Purchaser may designate prior to Closing Buyer the following:
(ai) One or more Bills such good and sufficient instruments of Sale transfer as the Buyer reasonably deems necessary and appropriate to vest in the form of Exhibit ABuyer all right, duly executed by each relevant Sellertitle and interest in and to the Subject Shares;
(bii) an Assignment and Assumption Agreement in certificates of Good Standing with respect to the form Company issued by the Secretary of Exhibit B State (or other applicable Governmental Entity) of California, dated as of a date reasonably acceptable to the “Assignment and Assumption Agreement”), duly executed by each relevant SellerBuyer;
(ciii) Trademark Assignments in a copy of the form of Exhibit C (the “Trademark Assignments”), duly executed unanimous written consent action by each relevant Sellerof (i) the board of directors and (ii) the shareholders of the Company, certified by an appropriate officer of the Company, as having been duly and validly executed and delivered and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and performance by the Company of the transactions contemplated hereby and by the Ancillary Agreements to which it is a party;
(d) Domain Name Assignments in the form of Exhibit D (the “Domain Name Assignments”), duly executed by each relevant Seller;
(eiv) a deed conveying title to pay-off letter from each parcel holder of Owned Real Property, containing a special or limited warranty in all cases in which Indebtedness (other than lessors under any capitalized leases) of the relevant Seller received a special or limited warranty deed at the time such Seller acquired the respective parcel of Owned Real Property, and otherwise in the form of a quitclaim deed (the “Deeds”), duly executed by each relevant Seller;
(f) an Assignment and Assumption of Lease with respect to each Contract for Leased Real Property Company (each, an “Assignment and Assumption of LeaseIndebtedness Holder”), indicating that upon payment of a specified amount, such Indebtedness shall be paid in full and, if applicable, such Indebtedness Holder shall release its security interest and authorize the Buyer to file Uniform Commercial Code termination statements, or such other documents or endorsements necessary to release or discharge the financing statements, security interests or other Liens of such Indebtedness Holders, and evidence the release or discharge of such financing statements, security interests or other Liens on or against the Subject Shares or the assets of the Company;
(v) a pay-off letter from Xxxxx & Xxxxx, APC (the “Service Provider”), indicating that upon payment of a specified amount, any Transaction Expenses owed to the Service Provider for services provided on or prior to the Closing shall be paid in full;
(vi) file stamped copies of all Uniform Commercial Code termination statements, or such other documents or endorsements necessary to release or discharge all other Liens (except Permitted Liens) on or against the Subject Shares or the assets of the Company;
(vii) an Employment Agreement for Xx. Xxxx (the “Employment Agreement”) in the form attached hereto as Exhibit B, duly executed by each relevant SellerXx. Xxxx;
(gviii) all (A) Authorizations and Orders of, declarations and filings with, and notices to, any Governmental Entity or any other Person required to be obtained or made by Sellers or the Company to permit the consummation of the transactions contemplated by this Agreement, and (B) the consents listed on Schedule 2.4(a)(viii) hereto, and, with respect to the Sellers, spousal consents with respect to the transactions set forth in this Agreement in a Transition Services Agreement form acceptable to the Buyer;
(ix) an estoppel certificate in a form acceptable to the Buyer from the landlord under the Real Property Lease (as defined in Section 3.16) for the Company’s facility;
(x) releases of all claims by the Sellers against the Company, in a form acceptable to the Buyer in the form mutually agreed by the parties attached hereto (the “Transition Services Agreement”), duly executed by each relevant Seller;
(h) a Printing Agreement in the form mutually agreed by the parties hereto (the “Printing Agreement”)as Exhibit C, duly executed by the ParentSellers (the “Release”); and
(xi) termination agreements or notices (in a form acceptable to the Buyer) that terminate the Company’s rights and obligations under the Contracts set forth in Schedule 2.4(a)(xi) (the “Terminated Contracts”) effective prior to the Closing;
(ixii) a Lease Agreement in the form mutually agreed by the parties hereto (the “Lease Agreement”)Software, duly executed by the Parent;
(j) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulationsincluding, duly executed by each relevant Seller;
(k) an opinion from counsel but not limited to the Sellers (which may be in-house counsel) containing the opinions set forth in Exhibit E, addressed to the Purchaser source code and dated as of the Closing Date;
(l) the certificate referred to in Section 7.2(c);
(m) the affidavits, certificates and other documents in the forms mutually agreed by the parties hereto, duly executed by the relevant Seller (object code thereof; provided, however, that if the Purchaser’s title insurance company does not require the delivery of any such document in order source code and object code is not required to issue be delivered to the relevant title insurance policy, such document need not be delivered); andBuyer until the Cash Purchase Price has been deposited into the accounts designated by the Sellers on the Closing Statement;
(nxiii) a News Services Agreement in all of the form mutually agreed other agreements, instruments, documents and organizational approvals reasonably requested by the parties hereto (Buyer and necessary for the “News Services Agreement”Sellers and the Company to consummate the transactions contemplated by this Agreement and the agreements, instruments and documents set forth in this Section 2.4(a), duly executed by the Parent.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ari Network Services Inc /Wi)
Deliveries by the Sellers at the Closing. At the Closing, the Sellers shall deliver to the Purchaser or such Subsidiaries or other designees that the Purchaser may designate prior to Closing the following:
(ai) One 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 Liens, other than Permitted Liens, each reasonably satisfactory to the Purchaser in form and substance;
(ii) the Escrow Agreement duly executed by each of the Sellers;
(iii) recent good standing certificates and certified articles of incorporation or more Bills other organizational documents of Sale the Sellers and their subsidiaries;
(iv) an opinion of counsel to the Sellers in the form of Exhibit A, duly executed by each relevant Seller10;
(bv) certificates of an authorized executive officer of each of the Sellers certifying to the fulfillment of the conditions set forth in Sections 4.01 and 4.02;
(vi) a copy of the resolutions of (i) the Board of Directors of each Seller (or of such Seller's general partner, as the case may be, or other governing board) and (ii) the stockholders (or other owners, as the case may be) of each Seller, certified by their respective chief executive officer, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(vii) copies of the Consents referred to in Section 4.03;
(viii) if applicable, payoff letters, UCC-3 termination statements and other documentation relating to the release of all Liens;
(ix) a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit 6, transferring to the Purchaser all interests of Exhibit B (the “Assignment Sellers with respect to the Leases and Assumption Agreement”)Contracts, duly executed by each relevant Sellerand related estoppel and consent of the landlord;
(cx) Trademark Assignments originals of all books and records relating to the Accounts Receivable;
(xi) the FIRPTA Certificate in the form of Exhibit C (the “Trademark Assignments”), duly executed by each relevant Seller;11; and
(dxii) Domain Name Assignments in the form of Exhibit D (the “Domain Name Assignments”), duly executed by each relevant Seller;
(e) a deed conveying title to each parcel of Owned Real Property, containing a special or limited warranty in all cases in which the relevant Seller received a special or limited warranty deed at the time such Seller acquired the respective parcel of Owned Real Property, Notes and otherwise in the form of a quitclaim deed (the “Deeds”), duly executed by each relevant Seller;
(f) an Assignment related Pledge and Assumption of Lease with respect to each Contract for Leased Real Property (each, an “Assignment and Assumption of Lease”), duly executed by each relevant Seller;
(g) a Transition Services Agreement in the form mutually agreed by the parties hereto (the “Transition Services Agreement”), duly executed by each relevant Seller;
(h) a Printing Agreement in the form mutually agreed by the parties hereto (the “Printing Agreement”), Security Agreements duly executed by the ParentSellers;
(ixiii) a Lease the Registration Rights Agreement in the form mutually agreed by the parties hereto (the “Lease Agreement”), duly executed by the ParentSellers;
(j) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations, duly executed by each relevant Seller;
(k) an opinion from counsel to the Sellers (which may be in-house counsel) containing the opinions set forth in Exhibit E, addressed to the Purchaser and dated as of the Closing Date;
(lxiv) the certificate referred to in Section 7.2(c);
(m) the affidavits, certificates and other documents in the forms mutually agreed by the parties hereto, Non-Competition Agreements duly executed by the relevant Seller (providedSellers, howeverand each of Xxx. Xxxxx, that if the Purchaser’s title insurance company does not require the delivery of any such document in order to issue the relevant title insurance policy, such document need not be delivered); and
(n) a News Services Agreement in the form mutually agreed by the parties hereto (the “News Services Agreement”), duly executed by the ParentXx.
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthcare Imaging Services Inc)
Deliveries by the Sellers at the Closing. At the Closing, the Sellers shall deliver to the Purchaser or such Subsidiaries or other designees that the Purchaser may designate prior to Closing the following:
(a) One or more Bills of Sale in the form of Exhibit AF, duly executed by each relevant Seller;
(b) an Assignment and Assumption Agreement in the form of Exhibit B G (the “Assignment and Assumption Agreement”), duly executed by each relevant Seller;
(c) Trademark Assignments in the form of Exhibit C H (the “Trademark Assignments”), duly executed by each relevant Seller;
(d) Domain Name Assignments in the form of Exhibit D I (the “Domain Name Assignments”), duly executed by each relevant Seller;
(e) the Escrow Agreement duly executed by each relevant Seller;
(f) a deed conveying title to each parcel of Owned Real Property, containing a special or limited warranty in all cases in which the relevant Seller received a special or limited warranty deed at the time such Seller acquired the respective parcel of Owned Real Property, and otherwise in the form of a quitclaim deed containing covenants against grantor’s acts (the “Deeds”), duly executed by each relevant Seller;
(fg) Affidavits of No Change with respect to each Survey in a form reasonably acceptable to the Title Company;
(h) subject to the Sellers Title Cure Right, such other documents as may be customarily or reasonably required by the Title Company (which shall be delivered to the Title Company) or as may be agreed upon by the Sellers and the Purchaser to consummate (i) the purchase of the Owned Real Property and (ii) the delivery of owner’s title policies for the Owned Real Property listed on Section 7.2(g) of the Sellers Disclosure Schedule and Leased Real Property listed on Section 6.19(c) of the Sellers Disclosure Schedule (provided, however, that the delivery of the owner’s policies with respect to the Leased Real Property shall not be a condition to any party’s obligation to the Closing in accordance with Section 7.2(g)) subject to the matters set forth in the Title Commitments (other than Liens with respect to Funded Indebtedness) together with such endorsements and extended and affirmative coverages as may reasonably be required by the Purchaser and the Lenders.
(i) an Assignment and Assumption of Lease with respect to each Contract for Leased Real Property (each, an “Assignment and Assumption of Lease”), duly executed by each relevant Seller;
(gj) an Assignment and Assumption of Right of First Refusal and Right of First Offer Agreement with respect to each Right of First Refusal and Right of First Offer Agreement for the Leased Real Property listed on Section 1.1(e) of the Sellers Disclosure Schedule, duly executed by each relevant Seller;
(k) a Transition Services Agreement in the form mutually agreed by the parties hereto of Exhibit J (the “Transition Services Agreement”), duly executed by each relevant Seller;
(h) a Printing Agreement in the form mutually agreed by the parties hereto (the “Printing Agreement”), duly executed by the Parent;
(i) a Lease Agreement in the form mutually agreed by the parties hereto (the “Lease Agreement”), duly executed by the Parent;
(jl) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations, duly executed by each relevant Seller;
(km) an opinion from counsel to all estoppel certificates (collectively, the Sellers (which may be in-house counsel“Lease Estoppels”) containing in respect of the opinions Leased Real Property set forth in Exhibit ESection 3.2(m) of the Sellers Disclosure Schedule, addressed each in a form reasonably satisfactory to the Purchaser and dated duly executed by the applicable landlord;
(n) a duly executed pay-off letter from each of the holders of the Funded Indebtedness, in form and substance reasonably satisfactory to Purchaser (the “Funded Indebtedness Payoff Letters”) (a draft of which shall have been delivered by the Sellers to Purchaser at least five Business Days prior to the Closing Date), (A) certifying that the aggregate amount required to be paid to fully satisfy all such Funded Indebtedness that will be outstanding as of the Closing Date;Closing, (B) certifying that all such Funded Indebtedness owing to such holder shall have been fully paid upon the receipt by such holder of funds pursuant to Section 3.3(a) and (C) authorizing the release and discharge in full of all Liens and other security over the properties and assets of the Business securing all such obligations and all guarantees granted by the Business, without any recourse or warranty; and
(lo) the certificate referred to in Section 7.2(c);
(m) the affidavits, certificates and other documents in the forms mutually agreed by the parties hereto, duly executed by the relevant Seller (provided, however, that if the Purchaser’s title insurance company does not require the delivery of any such document in order to issue the relevant title insurance policy, such document need not be delivered); and
(n) a News Services Agreement in the form mutually agreed by the parties hereto (the “News Services Agreement”), duly executed by the Parent.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Media Investment Group Inc.)
Deliveries by the Sellers at the Closing. At the Closing, the Sellers shall deliver to the Purchaser or such Subsidiaries or other designees that the Purchaser may designate prior to Closing the following:
(a) One or more Bills of Sale in the form of Exhibit AF, duly executed by the Sellers (each relevant Sellera “Xxxx of Sale”);
(b) an Assignment and Assumption Agreement in the form of Exhibit B G (the “Assignment and Assumption Agreement”), duly executed by each relevant Sellerthe Sellers;
(c) Trademark Assignments in the form of Exhibit C H (the “Trademark Assignments”), duly executed by each relevant Sellerthe Sellers;
(d) Domain Name Assignments in the form of Exhibit D I (the “Domain Name Assignments”), duly executed by each relevant Sellerthe Sellers;
(e) a deed conveying title to each parcel of Owned Real Property, containing a special or limited warranty in all cases in which the relevant Seller Sellers received a special or limited warranty deed at the time such Seller Sellers acquired the respective parcel of Owned Real Property, and otherwise in the form of a quitclaim deed containing covenants against grantor’s acts (the “Deeds”), duly executed by each relevant SellerSellers;
(f) the Surveys duly certified to Purchaser and the Title Company in a form reasonably acceptable to Purchaser and the Title Company;
(g) subject to the Seller Title Cure Right, such other documents as may be customarily or reasonably required by the Title Company (which shall be delivered to the Title Company) or as may be agreed upon by the Sellers and the Purchaser to consummate (i) the purchase of the Owned Real Property and (ii) the delivery of owner’s title policies for the Owned Real Property subject to the matters set forth in Schedule B-II of the Title Commitments together with such endorsements and extended and affirmative coverages as may reasonably be required by the Purchaser.
(h) an Assignment and Assumption of Lease with respect to each Contract for Leased Real Property (each, an “Assignment and Assumption of Lease”), duly executed by each relevant Seller;
(gi) a Transition Services Agreement in the form mutually agreed by the parties hereto of Exhibit J (the “Transition Services Agreement”), duly executed by each relevant SellerXxxxxxxx Investments Holdings LLC;
(hj) a Printing Agreement in the form mutually agreed by the parties hereto (the “Printing Agreement”)Transition Lease, duly executed by the ParentSellers;
(i) a Lease Agreement in the form mutually agreed by the parties hereto (the “Lease Agreement”), duly executed by the Parent;
(jk) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury regulations, duly executed by each relevant Seller;
(k) an opinion from counsel to the Sellers (which may be in-house counsel) containing the opinions set forth in Exhibit E, addressed to the Purchaser and dated as of the Closing DateSellers;
(l) a Letter Agreement in the form of Exhibit K (the “Letter Agreement”), duly executed by Sellers;
(m) assignment and assumption agreements for (i) the Xxxx and Domain Name License Agreement and (ii) the Amended JOA, each in a form reasonably satisfactory to the Purchaser; and
(n) the certificate referred to in Section 7.2(c);
(m) the affidavits, certificates and other documents in the forms mutually agreed by the parties hereto, duly executed by the relevant Seller (provided, however, that if the Purchaser’s title insurance company does not require the delivery of any such document in order to issue the relevant title insurance policy, such document need not be delivered); and
(n) a News Services Agreement in the form mutually agreed by the parties hereto (the “News Services Agreement”), duly executed by the Parent.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Media Investment Group Inc.)
