Deliveries of Buyer. At or prior to the Closing, BUYER shall deliver to SELLER: (a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5; (b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken; (e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken; (f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB; (g) the License Agreement, executed by SUB; (h) the Sublease Agreement, executed by SUB; (i) the Patent Purchase Agreement executed by PARENT; and (j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").
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Deliveries of Buyer. At Buyer shall deliver or prior cause to be delivered to Sellers at the Closing, BUYER shall deliver to SELLER:
(a) that portion The sum of Six Million Seven Hundred Fifty Thousand Dollars (US$6,750,000.00), in immediately available funds via wire transfer to the accounts of the Price required Sellers as designated by them at least two (2) Business Days prior to be paid at the Closing pursuant to Date and in accordance with Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5;3.01; _________________________
(b) An Assignment and Assumption Agreement in substantially the form attached as Exhibit D hereto, executed by Buyer.
(c) A Non-Competition and Non-Solicitation Agreement in substantially the form attached as Exhibit E hereto, executed by Buyer.
(d) An Escrow Agreement in substantially the form attached as Exhibit F hereto, executed by Buyer, along with the deposit of Six Hundred Fifty Thousand Dollars (US$650,000.00) into the escrow account designated therein.
(e) A Transitional Services Agreement in substantially the form attached as Exhibit G hereto, executed by Buyer.
(f) A certified copy of votes, duly adopted by the Board of Directors of Buyer, authorizing the transactions contemplated hereby, and a certificate of incumbency as to the authority of the individuals of Buyer to execute this Agreement, the Operative Documents to which Buyer is a party and the various other documents and instruments contemplated herein or therein.
(g) A certificate executed by an authorized officer of SUB, on behalf of SUBBuyer by its President or a Vice President, certifying as to Buyer’s satisfaction of the effect that the matters conditions set forth in Section 6.1 are true 5.05(a) and correct and the conditions set forth therein have been satisfied as of the Closing Date;
(c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date;
(d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken;
(e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken;
(f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB;
(g) the License Agreement, executed by SUB;b).
(h) the Sublease Agreement, A copy of an undertaking executed by SUB;
(i) Xxxxxx in favor of the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT Trustee and SUB substantially in the form attached hereto as Appendix GSellers, pursuant to which PARENT Xxxxxx agrees to pay royalties, at current rates, pursuant to and SUB agree in accordance with the Compensation Agreement, to supply SELLER with QS-21 Adjuvant on the terms extent modified by the Amendment, Confirmation and Consent set forth therein (the "Supply Agreement")as Exhibit K hereto.
Appears in 1 contract
Deliveries of Buyer. At or prior to the Closing, BUYER shall deliver to SELLER:
(a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5;
(b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date;
(c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date;
(d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize Simultaneously with the execution and delivery of this Agreement or promptly following the Closing, the Buyer shall deliver or cause to be delivered, to the Seller against delivery of the items specified in Section 3.1;
(a) the Cash Consideration;
(b) certificate(s) representing the Stock Consideration issued in accordance with SCHEDULE 3.2(B); (c) instruments of assumption and such other documents as the Seller shall prepare and may reasonably request in order to evidence the Buyer's assumption of the Assumed Liabilities;
(d) copies of resolutions adopted by the each of Buyer's and Ionatron's respective Board of Directors authorizing the Buyer and Ionatron to execute and deliver this Agreement and the other documents contemplated hereby to which they are a party and instruments to be executed perform their respective obligations hereunder and delivered pursuant to this Agreementthereunder, and duly certified by the consummation by SUB Secretary of each of the transactions contemplated by this Agreement, have been takenBuyer and Ionatron;
(e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, Secretary of the Buyer and Ionatron certifying that all requisite corporate actions as to the incumbency and specimen signatures of PARENT to authorize the execution respective officers of the Buyer and delivery of Ionatron executing this Agreement and the other documents contemplated hereby to which they are a party on behalf of the Buyer and instruments Ionatron;
(f) all third party consents required by Buyer or Ionatron to be executed and delivered pursuant consummate the transactions contemplated hereby, if any;
(g) a counterpart signature to this the Manufacturing Agreement, duly executed by Buyer; and
(h) such other documents as may be required by this Agreement and the consummation by PARENT of as Seller or its counsel may reasonably require in order to document and carry out the transactions contemplated by this Agreement, have been taken;
(f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB;
(g) the License Agreement, executed by SUB;
(h) the Sublease Agreement, executed by SUB;
(i) the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").
Appears in 1 contract
Deliveries of Buyer. At or prior to the Closing, BUYER Buyer shall deliver to SELLER:
Seller or shall cause to be delivered to Seller: (a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, Note duly executed by Buyer and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5;
Guarantor; (b) a certificate the Letter of Credit duly executed by an authorized officer the issuing bank; (c) a recent certificate of SUB, on behalf of SUB, good standing with respect to the effect that good standing of Buyer and Guarantor from the matters set forth in Section 6.1 are true and correct Delaware Secretary of State and the conditions set California Secretary of State, respectively; (d) a recent certificate of good standing with respect to the good standing of Buyer from the Connecticut Secretary of the State; (e) a Secretary’s Certificate of Buyer setting forth therein have been satisfied copies of Buyer’s Certificate of Formation, Operating Agreement and resolutions of Buyer’s manager(s) and member(s)
(1) authorizing the officers of Buyer to execute and deliver this Agreement and all Buyer Collateral Agreements, (2) approving the transactions contemplated by this Agreement and Buyer Collateral Agreements, and (3) confirming the continuing effectiveness of such resolutions as of the Closing Date;
; (cf) a certificate executed Secretary’s Certificate of Guarantor setting forth copies of Guarantor’s Articles of Incorporation, Bylaws and resolutions of Guarantor’s Board of Directors (1) authorizing the officers of Guarantor to execute and deliver this Agreement and all Buyer Collateral Agreements, (2) approving the transactions contemplated by an authorized officer this Agreement and Buyer Collateral Agreements, and (3) confirming the continuing effectiveness of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied such resolutions as of the Closing Date;
(d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken;
(e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken;
(f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB;
; (g) the License Agreement, executed by SUB;
Assignment and Assumption; (h) the Sublease Agreement, executed by SUB;
(i) the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").
Appears in 1 contract
Samples: Asset Purchase Agreement (Griffin Land & Nurseries Inc)
Deliveries of Buyer. At or prior to the ClosingClosing Date, BUYER Buyer shall deliver to SELLER:Target and the Stockholders, the following, all of which shall be in a form satisfactory to Target and the Stockholders and their counsel;
(a) that portion certificate of an authorized representative of Buyer dated the Closing Date as to the truth and correctness in all material respects of the Price required to be paid at Closing pursuant to Section 1.4.3, representations and payments for the inventories, raw materials, warranties of Buyer contained herein on and Other Office Assets pursuant to Sections 1.4.3 and 4.5;
(b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date;
(cb) a certificate executed by of an authorized officer representative of PARENTBuyer dated the Closing Date, on behalf of PARENT, (i) as to the effect that the matters set forth in Section 6.1 are true performance and correct compliance by Buyer with all covenants contained herein on and the conditions set forth therein have been satisfied as of the Closing DateDate and (ii) certifying that all conditions precedent of Buyer to the Closing have been satisfied;
(c) a copy of the Articles of Incorporation of Buyer, as amended to date, certified by the Secretary of Pennsylvania Secretary of State, and a Certificate of Good Standing of Buyer from the Pennsylvania Secretary of State evidencing the good standing of Buyer;
(d) a certificate executed copy of each of (i) the text of the resolutions adopted by the secretary board of SUBdirectors of Buyer authorizing the execution, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution delivery and delivery performance of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of all of the transactions contemplated by this Agreement, and (ii) the code of regulations of Buyer; along with certificates executed on behalf of Buyer by its corporate secretary certifying to Target that such copies are true, correct and complete copies of such resolutions and codes of regulations were duly adopted and have not been taken;amended or rescinded; and
(e) a certificate incumbency certificates executed on behalf of Buyer by an authorized its corporate secretary certifying the signature and office of each officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to executing this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken;
(f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUBStockholder Employment Agreement;
(g) the License Agreement, executed by SUBNoncompetition Agreements;
(h) an executed promissory note to each of the Sublease AgreementStockholders, executed by SUBeach in the form attached hereto as Exhibit 10.2(h) and each in the amount of Two Hundred Fifty Thousand Dollars ($250,000), payable in five annual payments of Fifty Thousand Dollars ($50,000) on each anniversary of the Closing (collectively the "Promissory Notes");
(i) the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT and SUB substantially security agreements in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein Exhibit 10.2(i) (the "Supply AgreementSecurity Agreements");
(j) a guaranty of the Promissory Notes in the form attached hereto as Exhibit 10.2(j) executed by Buyer's parent company, FBO Air, Inc., a Nevada corporation and by Target (each a "Guaranty");
(k) such other instrument or instruments of transfer, prepared by Target or the Stockholders as shall be necessary or appropriate, as Target, the Stockholders or their counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Deliveries of Buyer. At or prior to the Closing, BUYER Buyer shall deliver to SELLERSeller the following:
(a) that portion a certified copy of the Price required to be paid at Closing pursuant to Section 1.4.3, resolutions duly adopted by the manager of Buyer authorizing or ratifying this Agreement and payments for authorizing the inventories, raw materials, consummation by Buyer of the transactions contemplated hereby and by the Other Office Assets pursuant to Sections 1.4.3 and 4.5Documents;
(b) a certificate executed by an authorized officer the manager of SUBBuyer, on behalf dated the Closing Date, certifying that: (i) the representations and warranties of SUB, to the effect that the matters set forth Buyer contained herein or in Section 6.1 any certificate or other writing delivered pursuant hereto or in connection herewith are true and correct on and the conditions set forth therein have been satisfied as of the Closing DateDate as if made again on and as of such date and (ii) all covenants, acts and obligations to be performed or complied with by Buyer hereunder at or prior to the Closing have been duly performed and complied with by Buyer;
(c) a certificate an executed by an authorized officer of PARENTAssignment and Assumption, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied dated as of the Closing Date;
(d) a certificate an executed by the secretary of SUBMachine Vision Patent License, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken;
(e) a certificate an executed by an authorized officer of PARENTObject Imaging Patent License, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken;
(f) an agreement for executed Trademark License, dated as of the Closing Date;
(g) such other certificates, instruments or documents as Seller may reasonably request in order to effect and document the transactions contemplated hereby and all such other general instruments of transfer, assignment and conveyance, evidences of consent, waiver or other approval, and other instruments or documents in form and substance reasonably satisfactory to Seller, as shall be necessary to evidence or perfect the sale, assignment, transfer and conveyance of the Purchased Assets to Buyer and the assumption of the Assumed Liabilities by SUB containing provisions that are usual Buyer, in accordance with the terms and customary for assuming the liabilities involved, executed by SUB;
(g) the License conditions of this Agreement, executed by SUB;
(h) the Sublease Agreement, executed by SUBEstimated Purchase Price less the Deposit;
(i) written instructions directing Xxxxxxx to pay the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant Deposit to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").Seller
Appears in 1 contract
Samples: Asset Purchase Agreement (Robotic Vision Systems Inc)
Deliveries of Buyer. At or prior to the Closing, BUYER shall Buyer will deliver to SELLERSeller the following:
(a) that portion of the Purchase Price required to be paid in immediately available funds at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5Closing;
(b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing DateNote duly executed;
(c) a certificate executed resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by an authorized officer Buyer and the execution, delivery and performance of PARENTthe Note by the Company and by Buyer as guarantor under the Note, on behalf certified by the Secretary of PARENTBuyer to be complete, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as in effect as of the Closing Date;
(d) a certificate executed of incumbency with respect to the officers of Buyer certified by the secretary Secretary of SUB, dated Buyer as correct as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken;
(e) a certificate executed resolutions of the board of directors and shareholder of the Company effective simultaneously with Closing authorizing and ratifying the execution, delivery and performance of the Note by an authorized officer the Company, certified by the Secretary of PARENTthe Company to be complete, dated correct and as in effect as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken;
(f) an agreement for assumption a certificate of incumbency with respect to the officers of the Assumed Liabilities Company effective simultaneously with Closing certified by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUBSecretary of the Company as correct as of the Closing Date;
(g) the License Agreement, executed by SUBofficer's certificate required pursuant to Section 8.1;
(h) the Sublease Agreementopinion of counsel for Buyer, executed by SUB;in the form of Exhibit D attached hereto; and
(i) any other documents reasonably requested by the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT Seller, to confirm the accuracy of the representations and SUB substantially in warranties and the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on performance of the terms set forth therein (agreements of the "Supply Agreement")Buyer hereunder.
Appears in 1 contract
Deliveries of Buyer. At or prior to the Closing, BUYER Buyer shall deliver or cause to SELLERbe delivered to Charter, in form and substance satisfactory to Charter, the following:
(a) that portion the Purchase Price (net of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for amount of the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5Deposit);
(b) duly executed originals, in a certificate executed by an authorized officer form reasonably acceptable to Buyer, of SUB, on behalf such instruments of SUB, assumption as are necessary or appropriate for Buyer to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as assume all of the Closing DateAssumed Liabilities and Purchased Assets in form and substance reasonably satisfactory to both parties;
(c) a certificate executed by an authorized officer of PARENTBuyer, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied dated as of the Closing Date, certifying that:
(i) all conditions specified in Sections 6.1 and 6.3 have been fulfilled or that the satisfaction of any of such conditions has been waived; and
(ii) Buyer has obtained or taken all consents, approvals, authorizations, waivers and other actions required to be obtained or taken by Buyer in connection with the execution, delivery and performance of this Agreement and the consummation of all transactions and other commitments and obligations contemplated by this Agreement;
(d) a certificate executed by of the secretary Secretary or an Assistant Secretary of SUBBuyer, dated as of the Closing Date, certifying that all requisite corporate actions attached to such certificate are true, correct and complete copies of SUB to (i) the Articles of Incorporation of Buyer, (ii) the Bylaws of Buyer, and (iii) resolutions of the Board of Directors of Buyer which authorize the execution execution, delivery and delivery performance by Buyer of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken;
(e) a certificate executed of incumbency certified by the Secretary or an authorized officer Assistant Secretary of PARENT, dated as Buyer certifying the names and signatures of the Closing Date, certifying that all requisite corporate actions officers of PARENT Buyer authorized to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to execute this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken;
(f) an agreement a certificate of existence for assumption Buyer issued by the Secretary of State of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming State of the liabilities involved, executed by SUB;state of incorporation of the Buyer as of a recent date prior to the Closing Date; and
(g) if applicable, the License Agreement, executed by SUB;
Transition Services Agreement (h) the Sublease Agreement, executed by SUB;
(i) the Patent Purchase Agreement executed by PARENT; and
(j) a supply agreement executed by PARENT and SUB substantially as defined in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement"Section 7.9).
Appears in 1 contract
Samples: Asset Purchase Agreement (Ramsay Youth Services Inc)
