Deliveries of Sellers. At the Closing, Sellers shall:
(a) Deliver to Buyer a certificate of incumbency and copies of the resolutions adopted by the Board of Directors of each Seller, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified as of the Closing Date by the Secretary or an Assistant Secretary of each such Seller;
(b) Deliver to Buyer a certificate of an officer of each Seller, dated as of the Closing Date, to the effect that the representations and warranties of such Seller as contained in ARTICLE 2 of this Agreement are true and correct as of the Closing Date as if made on the Closing Date, and that the covenants of such Seller as contained in ARTICLE 4 and ARTICLE 6 of this Agreement required to be performed or complied with on or prior to the Closing Date have been so performed or complied with;
(c) Deliver to Buyer certificates of good standing or their equivalent, dated not more than (i) ten days prior to the Closing Date with respect to Federal Signal and Subsidiaries incorporated or organized in the United States or a state thereof and (ii) 30 days prior to the Closing Date with respect to FSBV and Subsidiaries incorporated or organized outside of the United States, attesting to the good standing of such Seller and each Subsidiary as a corporation or limited liability company under the Laws of the state of its incorporation or organization and each other jurisdiction listed in Schedule 2.1(b);
(d) Deliver to Buyer the resignations designated by Buyer pursuant to Section 4.8;
(e) Deliver to Buyer copies of all written orders, consents, waivers, approvals and clearances set forth in Schedule 7.5;
(f) Deliver to Buyer (i) the current articles of incorporation of each US-based Subsidiary, certified by the Secretary of State of the Subsidiary’s state of incorporation, (ii) the current by-laws of each US-based Subsidiary, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Subsidiary and (iii) for each non-US subsidiary, copies of the relevant governing documents certified as of the Closing Date by the Secretary or an Assistant Secretary (or similar officer) of the relevant Subsidiary;
(g) Deliver to Buyer the original corporate minute books, stock transfer books and corporate seal (if applicable) of each Subsidiary for which such books or seals are not then held in an office or facility of a Subsidiary;
(h) Deliver to Buyer certificate(s) representing the Sha...
Deliveries of Sellers. Each Seller, as applicable, shall deliver or cause to be delivered to Buyer at the Closing:
(a) A Xxxx of Sale with warranty covenants of title, conveying good and marketable title in the Acquired Assets to Buyer in accordance with this Agreement, free and clear of all Liens, in substantially the form attached as Exhibit A hereto, executed by such Seller.
(b) Any and all documents of title necessary to transfer ownership to the Buyer of the Acquired Assets, duly executed by such Seller and any other parties thereto.
(c) An Assignment of Intellectual Property in substantially the form attached as Exhibit B hereto, executed by such Seller.
(d) An Assignment and Assumption of Contracts Agreement in substantially the form attached as Exhibit C hereto, executed by such Seller.
(e) All documents necessary to transfer any other General Intangibles being purchased by Buyer hereunder, executed by such Seller and any other parties.
(f) All such other deeds, endorsements, assignments and other instruments as, in the opinion of Buyer’s counsel, are necessary or desirable to vest in Buyer good, valid and marketable title to and ownership of the Acquired Assets.
(g) A certified copy of resolutions, duly adopted by the Boards of Directors and stockholders of each Seller, authorizing the transactions contemplated hereby.
(h) Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of such Seller.
(i) The Parent shall deliver or cause to be delivered to Buyer the following with respect to the Parent Shares: (A) stock powers duly endorsed by the Parent or Epod Industries, as applicable, and otherwise in form acceptable for transfer of the Parent Shares on the books of the Epod Europe and Great Lakes, respectively, to Buyer; (B) certificates representing the Parent Shares; and (C) any approvals or consents required with respect to the transfer of the Parent Shares to Buyer.
(j) The Lock Up Agreement dated as of the Closing Date, by the Holder (as defined therein) and Buyer.
(k) Such other closing documents and instruments as Buyer reasonably may require.
Deliveries of Sellers. (i) On or prior to October 29, 2021, (A) each Seller shall provide wire instructions to Buyers describing the account or accounts to into which its pro rata portion of the Purchase Price shall be wired pursuant to Section 2.4(b), and (B) Sellers shall complete and deliver to Buyers Exhibit A reflecting the final amount of CCP Master Fund Interests, to be transferred by each Seller to Buyers at Closing, and the pro rata portion of the Purchase Price to be paid to each Seller by the Buyers at Closing, in each case determined based on participation in each Feeder Fund Tender Offer by investors in each Seller.
(ii) At the Closing, Sellers shall deliver to Buyers one or more instruments of assignment, in a form reasonably satisfactory to Sellers and Buyers, that evidence transfer of the CCP Master Fund Interests to Buyers, provide consent of the CCP Master Fund general partner to such transfer and confirm that Buyers will be a member of CCP Master Fund effective upon Closing.
(iii) At the Closing, the CCP Master Fund shall deliver an executed copy of the “Master Feeder Agreement” substantially in the form of Schedule 2.4 which accompanies this Agreement and the certificates and other documents referred to in Section 8.2 to be delivered by the Sellers as a condition to the consummation of the transactions contemplated by this Agreement.
Deliveries of Sellers. Each Seller, as applicable, shall deliver or cause to be delivered to Buyer at the Closing:
(a) A certified copy of resolutions, duly adopted by the Boards of Directors and stockholders of Nanotech, authorizing the transactions contemplated hereby;
(b) Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of such Seller;
(c) Nanotech shall deliver or cause to be delivered to Buyer the following with respect to Nanotech Shares: (i) stock powers duly endorsed by Nanotech, and otherwise in form acceptable for transfer of Nanotech Shares on the books of Nanotech, to Buyer; (ii) certificates representing Nanotech Shares; and (iii) any approvals or consents required with respect to the transfer of Nanotech Shares to Buyer; and
(d) Such other closing documents and instruments as Buyer reasonably may require.
Deliveries of Sellers. At the Closing, Sellers will deliver or cause to be delivered to Purchaser the following:
(i) written resignations of the officers and directors of the Subsidiaries set forth on Schedule 3.2; and
(ii) such other duly executed documents, instruments and certificates as may be reasonably required to be delivered by Sellers pursuant to the terms of this Agreement.
Deliveries of Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Purchaser the following, all of which are in a form satisfactory to counsel to Purchaser:
(a) a Xxxx of Sale conveying all personal property to Purchaser;
(b) assignments for all Proprietary Rights in form appropriate for filing in the U.S. Patents and Trademarks Office;
(c) an Assignment and Assumption Agreement with respect to the Assigned Commitments and the Assumed Liabilities;
(d) intentionally omitted;
(e) evidence (including Form UCC-3 releases) of release of all liens and other encumbrances on the Assets;
(f) such other instrument or instruments of transfer as shall be necessary or appropriate, as Purchaser or its counsel shall reasonably request, to vest in Purchaser good and marketable title to the Assets that are personal property and good and indefeasible title to the Assets that are real property;
(g) a non-competition agreement and a consulting agreement with Xxxxxxxx Xxxxx; and
(h) an officer's certificate that, for the period from December 31, 1999 through the Closing Date, the net cash flow from Sellers to the Parent has been negative and that payroll on February 17, 2000 was $182,147.09.
Deliveries of Sellers. Sellers shall deliver all of the following documents at Closing:
Deliveries of Sellers. Upon the terms and subject to the conditions contained herein, Sellers shall deliver or cause to be delivered to Buyer the following at or prior to the Closing:
Deliveries of Sellers. At the Closing, Sellers will deliver (or cause to be delivered) to Purchasers each of the following items:
Deliveries of Sellers. At the Closing, Sellers will deliver to Purchaser:
(i) original stock certificates representing the Shares, together with such instruments of assignment, conveyance and transfer as Purchaser, acting reasonably, may deem necessary or desirable, duly executed by Sellers;
(ii) a certificate of the secretary of each Company certifying as to each such Company's charter, bylaws or other comparable documents;
(iii) evidence or copies of the consents, approvals, orders, qualifications or waivers required by any third party or Governmental Authority to consummate the transactions contemplated by this Agreement that are listed in Schedule 5.4;
(iv) each Ancillary Agreement required to be executed and delivered by parties other than Purchaser or its Affiliates, including the Employment Agreements; Non-Competition Agreement, the Lease Agreements, and the Escrow Agreement;
(v) an opinion of counsel for Sellers, McCuaig Desrochers, in the form attached hereto as Exhibit F;
(vi) as requested by Purchaser, resignations of and releases by the members of the board of directors and officers of each Company;
(vii) a certified copy of the resolutions of the board of directors of each Company approving the transactions contemplated in this Agreement;
(viii) all corporate records of each Company in the Sellers' possession, including, without limitation, the minute books, share register books and share certificate books of the Companies; and
(ix) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to comply with the terms hereof and thereof.
