Deliveries of Seller at Closing. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) one or more applicable bills of sale with respect to the Purchased Assets, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Seller;
(b) an assignment and assumption agreement with respect to the Assumed Liabilities, in form and substance reasonably acceptable to Buyer and Seller, duly executed by Seller;
(c) one or more assignments of the Intellectual Property described in Part 3.13, in form and substance reasonably acceptable to Xxxxx, duly executed by Xxxxxx, together with such other assignment and conveyance documents that Buyer reasonably requests to effectuate the transactions contemplated hereby, together with all files and documents (including with respect to searches, opinions and other analyses) relating thereto;
(d) the Transition Services Agreement, duly executed by Seller;
(e) all Required Consents;
(f) the written release of all Liens (other than Permitted Liens) relating to the Purchased Assets, in form and substance acceptable to Buyer, executed by the holder of or parties to each such Lien;
(g) a certificate of good standing of Seller, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of Delaware;
(h) a copy, certified by the Secretary of Seller to be true, complete and correct as of the Closing Date, of the Certificate of Incorporation, bylaws and resolutions of the shareholders of Seller, authorizing and approving the transactions contemplated hereby;
(i) the certificate required of Seller pursuant to Section 7.1; and
(j) such other customary documents, instruments or certificates as shall be reasonably requested by Xxxxx and as shall be consistent with the terms of this Agreement.
Deliveries of Seller at Closing. At Closing, subject to performance of all conditions to Seller's obligations in Article VII, Seller shall execute and deliver or cause to be delivered the documents identified in Article VI.
Deliveries of Seller at Closing. Subject to the conditions to Sellers’ obligations in Article V, at the Closing, Seller shall deliver to Buyer a certificate or certificates evidencing the DOC Shares, duly endorsed or accompanied by a duly executed stock power, together with the documents identified in Article IV, duly executed by Seller.
Deliveries of Seller at Closing. The Seller shall deliver the following at the Closing:
Deliveries of Seller at Closing. At the Closing, Sxxxxx will execute and deliver or cause to be executed and delivered to Buyer:
(a) A copy of the written consent duly adopted by the shareholders of the Companies authorizing and approving this Transaction.
(b) A Stock Assignment, substantially in the form attached hereto as Exhibit 3.2(b), pursuant to which Seller shall assign the Stock to Buyer;
(c) A certificate of Seller certifying that the written consents described at Section 3.2(a) and attached to such certificate are true and in full force and effect as of the Closing;
(d) A Certificate of Good Standing of the Companies issued by the relevant governing authority of the state of Georgia, dated within ten (10) days prior to Closing, unless otherwise agreed to by the Parties;
(e) Any required third party consents, filings, and certificates any third party (including, any Governmental Authority) relating to the transfer of the Purchased Stock, the ownership and operation of the Business, and the operation of the Business post-Closing, and copies of any required written consent waivers and obtained in connection with the Contracts, if any;
(f) Access to all of the Companies’ minute books, company records and tax records, in whatever form;
(g) Delivery to Buyer of the immediately prior two (2) fiscal years (or such shorter period that a Company has been in existence) of the consolidated tax returns of the Seller;
(h) Evidence satisfactory to Buyer that signature rights to all bank accounts of the Companies have been transferred to Buyer or its designee.
(i) An assignment of any and all leases for Leased Real Property utilized by the Companies at tenants that are in the name of a Person other than the Companies;
(j) Such other documents and instruments as Buyer or its counsel reasonably shall deem necessary to consummate the Transaction.
Deliveries of Seller at Closing. At Closing, and unless otherwise waived in writing by Purchaser, Seller shall deliver to Purchaser the following:
(a) one or more certificates evidencing all the ABS Shares, in each case duly endorsed in blank or accompanied by duly executed stock powers in blank with signatures guaranteed by a bank or trust company as reasonably requested by Purchaser;
(b) the certificates and documents required to be delivered by Seller pursuant to Article VII; and
(c) such other instruments and documents as Purchaser reasonably deems necessary to effect the transactions contemplated hereby.
Deliveries of Seller at Closing. At Closing, subject to the conditions to Seller's obligations in Article VIII, Seller shall execute and deliver or cause to be delivered the documents identified in Section 8.4.
Deliveries of Seller at Closing. At the Closing, Seller and the Shareholder will deliver or cause to be delivered to Buyer the following at Seller's expense:
(a) The certificate referred to in Section 4.1(f) of this Agreement.
(b) A certificate from the Secretary of State evidencing the good standing of Seller in North Carolina.
(c) A copy of the Articles of Incorporation of Seller and all amendments thereto certified by the Secretary of State of North Carolina.
(d) Certified copies of minutes reflecting the authorization by the Board of Directors of Seller and by the Shareholder of the execution, delivery and performance of this Agreement and consummation of the Asset Purchase.
(e) The Restrictive Agreement and the Employment Agreement.
(f) The Assignment and Assumption Agreement.
(g) A Bill xx Sale in form satisfactory to Buyer.
(h) The Consulting Agreement.
Deliveries of Seller at Closing. At the Closing, Seller will deliver or cause to be delivered to Buyer the following at Seller's expense:
(a) The certificate referred to in Section 4.1(f) of this Agreement.
(b) A copy of the Articles of Incorporation of Seller and all amendments thereto certified by the Secretary of State of Nevada.
(c) Certified copies of minutes reflecting the authorization by the Board of Directors of Seller and by the majority of its stockholders of the execution, delivery and performance of this Agreement and consummation of the Asset Purchase.
(d) The General Conveyance, Transfer, Assignment, and Bill of Sale Agreement.
Deliveries of Seller at Closing. The obligation of Buyer to purchase the Purchased Assets and assume the Assumed Liabilities and to consummate the transactions contemplated herein is subject to the condition that at the Closing Seller shall have delivered or cause to be delivered to Buyer each of the following documents:
(a) a xxxx of sale with respect to the Purchased Assets to be sold by Seller, in form and substance reasonably acceptable to Buyer, duly executed by Seller;
(b) an assignment and assumption agreement with respect to the Assumed Liabilities to be assumed from Seller, in form and substance reasonably acceptable to Buyer, duly executed by Seller; and
(c) any other documents that Buyer reasonably requests to effectuate the transactions contemplated hereby.
