Deliveries of Seller. At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):
Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l)
Deliveries of Seller. (a) At the RFS Closing, Seller shall deliver to Purchaser:
(i) the Assignment of RFS Interests duly executed by Seller;
(ii) the Termination Agreement duly executed by Seller and RFS; and
(iii) Seller’s RFS Closing Certificate.
(b) At the RFCIL Closing, Seller shall deliver to Purchaser:
(i) duly executed share transfers with respect to the RFCIL Interests in favor of Purchaser, or as it may direct, together with related share certificates for the RFCIL Interests (or an indemnity on the terms agreed to by Purchaser in the case of any lost certificate);
(ii) an irrevocable power of attorney (on the terms agreed to by Purchaser) executed by Seller in favor of Purchaser, or its nominees, enabling Purchaser, or its nominees, pending registration of the transfers of the RFCIL Interests, to exercise all voting and other rights attaching to the RFCIL Interests and to appoint proxies for that purpose;
(iii) confirmation reasonably satisfactory to Purchaser of the location of the common seal, statutory books and bank mandates of RFCIL and RFSC; and
(iv) Seller’s RFCIL Closing Certificate.
(c) At each of the RFS Closing and the RFCIL Closing, Seller shall deliver to Purchaser such other documents as may be reasonably requested by Purchaser to accomplish the transactions contemplated hereby.
(d) At the earlier of the RFS Closing or the RFCIL Closing, Seller shall deliver to Purchaser the Transition Services Agreement duly executed by Seller.
Deliveries of Seller. At the Closing, Seller shall deliver to Masimo each of the following:
(a) all consents, permits, authorizations, exemptions and approvals listed in Schedule 7.1(a);
(b) an executed Xxxx of Sale;
(c) an executed General Assignment and Assumption Agreement;
(d) an executed Assignment of Patents;
(e) an executed Assignment of Trademark;
(f) an Executive Employment Agreement, executed by Xxxxxx Xxxxx;
(g) Employment Offer Letters, executed by the employees listed on Schedule 7.1(g) (the “Employment Letter”);
(h) a Noncompetition Agreement, executed by Xxxxxx Xxxxxx (the “Noncompetition Agreement”);
(i) a written opinion from Fasken Xxxxxxxxx XxXxxxxx LLP, dated the Closing Date and addressed to Masimo;
(j) a release executed by each employee listed on Schedule 4.24 with respect to termination of his or her employment with Seller;
(k) a certificate signed by Seller’s Chief Executive Officer dated the Closing Date, providing as attachments: (i) copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the board of directors of Seller and that such resolutions remain in full force and effect,(ii) a true, correct and complete copy of the certificate of incorporation, and all amendments thereto, of Seller, which is in full force and effect as of the Closing Date, (iii) a true, correct and complete copy of the bylaws of Seller which are in full force and effect as of the Closing Date, and (iv) a true and correct copy of good standing certificate for Seller issued by the Enterprise Registrar of the Province of Québec. The resolutions of the board of directors shall authorize and approve the execution by Seller of this Agreement and other documents related to this transaction, approve the consummation by Seller of the transactions contemplated by such agreements and documents, adopt a bylaw providing for a change of Seller’s corporate name to a name which does not contain the words “Andromed”, “Androflo”, “Androgram” or “Andro”, and state that the board of directors has reviewed the representations and warranties of Seller in Section 4 of this Agreement and that to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date.
(l) evidence of marketing approval from the United States Federal Drug Administration for Androflo;
(m) a transferable, fully paid, excl...
Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer:
(a) A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located.
(b) A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.
(c) A quitclaim deed and a bxxx of sale (with general warranty of title but disclaimers of warranty other than as to title) in the form of bxxx of sale as is annexed hereto as Exhibit I-2 and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens.
(d) A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section.
(e) A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing.
(f) A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement.
(g) Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller.
(h) All third-party consents described in Section 7.12.
(i) Opinions from counsel for Seller in the form attached hereto as Exhibit L, regarding the due organization, good standing, power and authority, and due execution of this Agreement and all other Documents by Seller.
(j) Assurance from the appropriate regulatory officials confirming that the Licenses listed on Exhibit D are all that is required to operate the Property as an assisted living and memory care facility in the State of Massachusetts, th...
Deliveries of Seller. Seller shall have delivered, or be standing ready to deliver, to Buyer, the documents required to be delivered by Seller pursuant to Section 2.3.
Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(a) a Xxxx of Sale duly executed by Seller in substantially the form of EXHIBIT A attached hereto;
(b) title to those vehicles and trailers listed on SCHEDULE1.1
Deliveries of Seller. In addition to the taking of such other actions as may be provided for in this Agreement, Seller shall have delivered or caused to be delivered to Purchaser the following documents, each properly executed and dated by Seller (or a Seller Affiliate, as applicable) as of the Closing Date (unless otherwise specified below), as applicable, and in form attached hereto or in a form and substance reasonably acceptable to Purchaser (unless otherwise waived by Purchaser):
(i) GeoMagic Agreement;
(ii) the License Agreement;
(iii) the License Code Generator Agreement;
(iv) the Paying Agent Agreement;
(v) the Transition Services Agreement;
(vi) evidence of the release, discharge or termination of all Liens on the Purchased Equity and all Liens securing Business Debt that is being paid off at Closing, including evidence of the termination and removal of all UCC-1 financing statements (and similar statements in jurisdictions outside of the United States) and the discharge of all other monetary Liens; provided, however, that with respect to that certain Credit Agreement, dated as of February 27, 2019, as amended, among Seller Guarantor, certain of its Affiliates (other than the Target Company and the Target Subsidiaries), HSBC Bank USA, N.A., as administrative agent, swing loan lender and issuing lender, and the other lenders party thereto, the evidence will comprise a partial lien release letter and UCC-3 termination statements;
(vii) copies of those certain Seller’s Approvals set forth on Annex D under the heading “Seller’s Required Consents;”
(viii) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Target Company and the Target Subsidiaries, effective as of Closing;
(ix) if the Purchased Equity is certificated, certificates with respect to the Purchased Equity, to the extent issued, share certificates representing the Purchased Equity, or affidavits of loss in lieu thereof, together with related share transfer deeds, duly executed by Seller;
(x) a duly executed certificate of non-foreign status, dated as of the Closing Date, conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;
(xi) an original, properly completed and duly executed IRS Form W-9 executed on behalf of Seller by a duly authorized representative;
(a) a statement by Cimatron Michigan conforming to the requirements of ...
