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 Shares duly executed and valid stock powers (or similar instruments) attached in form for transfer to Buyer and otherwise acceptable in form and substance to Buyer; (i) Deliver to Buyer a Transition Services Agreement (the “Transition Services Agreement”) in the form set forth in Exhibit B attached hereto, duly executed by Federal Signal and DP-US; (j) Execute and deliver to Buyer any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to facilitate the transactions contemplated hereby; (k) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.897-2(h), that the Shares of DP-Portugal are not and have not been a “United States real property interest;” (l) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.1445-2(b), that Federal Signal is not a foreign Person; (m) Deliver to Buyer copies of the releases from all Debt Instruments; (n) Deliver to Buyer appropriate documentation reflecting the distribution or transfer out of the Excluded Assets from the Subsidiaries; and (o) Deliver to Buyer a Non-Competition/Non-Solicitation Agreement (the “Non-Competition/Non-Solicitation Agreement”) substantially in the form set forth in Exhibit C attached hereto, duly executed by Sellers.
Appears in 1 contract
Samples: Stock Purchase Agreement (Federal Signal Corp /De/)
Deliveries of Sellers. At the Closing, Sellers shall:
(a) Deliver to Buyer a certificate of incumbency and copies of On the resolutions adopted by the Board of Directors of each Seller, authorizing the execution and delivery date of this Agreement and the consummation of the transactions contemplated herebyAgreement, 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 Shares duly executed and valid stock powers (or similar instruments) attached in form for transfer to Buyer and otherwise acceptable in form and substance to Buyer;
(i) Deliver to Buyer a Transition Services Agreement (the “Transition Services Agreement”) in the form set forth in Exhibit B attached hereto, duly executed by Federal Signal and DP-US;
(j) Execute and Sellers shall deliver to Buyer any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to facilitate Purchaser the transactions contemplated hereby;
(k) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.897-2(h), that the Shares of DP-Portugal are not and have not been a “United States real property interest;”
(l) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.1445-2(b), that Federal Signal is not a foreign Person;
(m) Deliver to Buyer copies of the releases from all Debt Instruments;
(n) Deliver to Buyer appropriate documentation reflecting the distribution or transfer out of the Excluded Assets from the Subsidiaries; and
(o) Deliver to Buyer a Non-Competition/Non-Solicitation Agreement (the “Non-Competition/Non-Solicitation Agreement”) substantially in the form set forth in Exhibit C attached heretoValuation Expert Side Letter, duly executed by Sellers.
(b) At the Closing, the Sellers shall deliver to Purchaser: (i) in accordance with Section 2.6(b)(ii), if the Purchase Price payable at Closing is less than the Deposit Amount, an amount equal to the Deposit Amount minus the Purchase Price payable at Closing; (ii) the Transition Services Agreement, duly executed by Sellers; (iii) the Assignment and Assumption Agreement, duly executed by Sellers; (iv) the Xxxx of Sale, duly executed by Sellers; (v) the Transferred Assets, by making such Transferred Assets available to Purchaser at their present location; (vi) the Employee Leasing Agreement, duly executed by Sellers; (vii) the DB Secured Credit Facility Closing Date Amendment, duly executed by RFC, Deutsche Bank AG, New York Branch and the other parties thereto; (viii) an assignment agreement sufficient to vest in Purchaser good title, free and clear of all Liens other than Permitted Liens, the SPE Interests; (ix) the resignations of certain of the managers and officers of Resort Funding SPE from their positions as set forth on Schedule 2.8(ix); (x) an executed certificate of non-foreign status satisfying the requirements of Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) certifying that no Seller (with the exception of RFC Canada) is a foreign person within the meaning of Treasury Regulation 1.1445-2(b)(2); (xi) all other conveyance documents reasonably requested by Purchaser to transfer to Purchaser the Transferred Assets; (xii) the Bailment Agreement, duly executed by Sellers; (xiii) the consent of GMAC, LLC and Xxxxx Fargo Bank, N.A. to the assignment to, and assumption by, Purchaser of the GMAC Secured Credit Facility hereunder;
Appears in 1 contract
Samples: Asset Purchase Agreement
Deliveries of Sellers. At the Closing, Sellers shallare delivering or causing to be delivered to Purchaser the following:
(ai) 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 duly executed counterparts of this Agreement and the Related Agreements;
(ii) the original stock certificates evidencing the Purchased Shares coupled with stock powers duly endorsed in blank;
(iii) evidence of the receipt of the consents identified on Section 5.1(c) of the Disclosure Schedules that Sellers have received as of the Closing Date;
(iv) to the extent their transfer is permitted under applicable Laws or to the extent notification, modification, amendment or transfer is required under applicable Laws as a result of the consummation of the transactions contemplated herebyby this Agreement, such duly certified executed documents as are required to provide notice, amend, transfer or otherwise modify all Permits held by the Companies in the conduct of the Closing Date by Business, including the Secretary or an Assistant Secretary Permits listed on Section 5.1(k) of each such Sellerthe Disclosure Schedules;
(bv) Deliver to Buyer a certificate an agreement, executed by the Sellers, providing for the full, complete, absolute and irrevocable termination, without any continuing effectiveness whatsoever of an officer of each Sellerthat certain shareholders agreement, dated as of August 25, 2008 and made by and among the Closing Date, to Sellers (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“Stockholders Agreement”);
(dvi) Deliver to Buyer the resignations designated by Buyer pursuant to Section 4.8;
(e) Deliver to Buyer copies of all written orderstrue, consents, waivers, approvals correct 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, complete 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 Shares duly executed and valid stock powers (or similar instruments) attached in form for transfer to Buyer and otherwise acceptable in form and substance to Buyer;
(i) Deliver to Buyer a Transition Services Agreement (the “Transition Services Agreement”) in the form set forth in Exhibit B attached hereto, duly executed by Federal Signal and DP-US;
(j) Execute and deliver to Buyer any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to facilitate the transactions contemplated hereby;
(k) Deliver to Buyer an affidavit, signed under penalties of perjuryOption Termination Agreements, in form and substance as required under Treasury Regulations Section 1.897-2(h), that the Shares of DP-Portugal are not and have not been a “United States real property interest;”
(l) Deliver reasonably satisfactory to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.1445-2(b), that Federal Signal is not a foreign PersonPurchaser;
(mvii) Deliver a Certificate executed on behalf of the Company by its President or Chief Executive Officer, certifying the matters in Section 10.1(a);
(viii) evidence reasonably satisfactory to Buyer Purchaser that all Liens on assets of the Companies (other than Permitted Liens) shall have been released prior to the Closing, shall be released simultaneously with the Closing or, with respect to Liens related to Closing Date Debt, shall be released upon payment of the applicable amount set forth in the Closing Date Debt Report following the Closing;
(ix) the Closing Date Debt Report contemplated by Section 3.2(c);
(x) a certificate duly executed by the Secretary of each of the Companies, attaching correct and complete copies of the releases from all Debt InstrumentsOrganizational Documents;
(nxi) Deliver to Buyer appropriate documentation reflecting the distribution or transfer out Estimated Closing Balance Sheet;
(xii) an agreement, executed by the applicable Sellers, providing for the full, complete, absolute and irrevocable termination, without any continuing effectiveness whatsoever of all Management Rights Agreements dated August 25, 2008 made by and among the Companies and certain of the Excluded Assets from Sellers (the Subsidiaries“Management Rights Agreements”);
(xiii) an agreement, executed by the applicable Sellers, providing for the full, complete, absolute and irrevocable termination, without any continuing effectiveness whatsoever of that certain Senior Subordinated Notes and Share Purchase Agreement dated August 25, 2008 made by and among the Companies and certain of the Sellers (the “Senior Subordinated Notes and Share Purchase Agreement”);
(xiv) resignations of the Companies’ officers and directors in a form reasonably acceptable to Purchaser and such officers and directors as long as such resignations will in no way impact the officers’ employment agreements with the Companies; and
(oxv) Deliver to Buyer a Non-Competition/Non-Solicitation Agreement (the “Non-Competition/Non-Solicitation Agreement”) substantially in the form set forth in Exhibit C attached hereto, such other duly executed documents, instruments and certificates as may be reasonably required to be delivered to Purchaser by SellersSellers pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Gibraltar Industries, Inc.)
Deliveries of Sellers. At the Closing, Sellers shallshall have delivered or caused to be delivered to Purchaser each of the following, in form and substance reasonably satisfactory to Purchaser:
(a) Deliver to Buyer a certificate of incumbency and copies of the resolutions adopted The Escrow Agreement duly executed 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 Seller Representative as of the Closing Date by the Secretary or an Assistant Secretary of each such SellerDate;
(b) Deliver A Bxxx of Sale and an Assumption and Assignment Agreement between each Seller and Purchaser, and such other reasonable assumption, assignments and other instruments of transfer and conveyance necessary or appropriate to Buyer transfer and assign the Acquired Assets to Purchaser, including, without limitation, assignments of all Intellectual Property, in recordable form to the extent necessary or desirable to assign such rights, obligations under the Leases, and for Purchaser to assume all the Assumed Contracts, the Leases and software licenses, if any, and delivery of all title documents and tag receipts with respect to any vehicles or other titled equipment, duly endorsed for transfer to Purchaser;
(c) A Non-Competition Agreement, substantially in the form of Exhibit A attached hereto (each, a “Non-Competition Agreement”), duly executed by the individuals listed on Schedule 6.9(c);
(d) A release by Sellers from any confidentiality or non-competition restrictions contained in any agreement between Sellers and any Employee who commences employment with Purchaser;
(e) To the extent that the Georgia Business is excluded from this Agreement pursuant to Section 1.6(b), the “Service Agreement” (as defined in Section 9.7(b)) in accordance with Section 9.7(b) duly executed by First American Holding as of the Closing Date;
(f) A certificate of an officer of each Seller, dated as of the Closing Date, certifying to the effect that the representations and warranties of such Seller as contained in ARTICLE 2 of this Agreement are true and correct as fulfillment 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 conditions 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 Sections 6.1 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 Subsidiary6.2 hereof;
(g) Deliver All records, client lists, files and other documents of Sellers related 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 SubsidiaryBusiness;
(h) Deliver An opinion of counsel to Buyer certificate(s) representing the Shares duly executed and valid stock powers (or similar instruments) Sellers, dated the Closing Date, substantially in the form attached in form for transfer to Buyer and otherwise acceptable in form and substance to Buyer;hereto as Exhibit B; and
(i) Deliver to Buyer a Transition Services Agreement (the “Transition Services Agreement”) in the form set forth in Exhibit B attached heretoAny other information, duly executed by Federal Signal and DP-US;
(j) Execute and deliver to Buyer any and all instruments of sale, assignment and transfer and other documents or certificates reasonably requested by Buyer in order Purchaser to facilitate effect the transactions contemplated hereby;
(k) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.897-2(h), that the Shares of DP-Portugal are not and have not been a “United States real property interest;”
(l) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.1445-2(b), that Federal Signal is not a foreign Person;
(m) Deliver to Buyer copies of the releases from all Debt Instruments;
(n) Deliver to Buyer appropriate documentation reflecting the distribution or transfer out of the Excluded Assets from the Subsidiaries; and
(o) Deliver to Buyer a Non-Competition/Non-Solicitation Agreement (the “Non-Competition/Non-Solicitation Agreement”) substantially in the form set forth in Exhibit C attached hereto, duly executed by Sellersherein.
Appears in 1 contract
Deliveries of Sellers. At the Closing, Sellers shall:
(a) Deliver to Buyer a certificate of incumbency and copies of On the resolutions adopted by the Board of Directors of each Seller, authorizing the execution and delivery date of this Agreement and the consummation of the transactions contemplated herebyAgreement, 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 Shares duly executed and valid stock powers (or similar instruments) attached in form for transfer to Buyer and otherwise acceptable in form and substance to Buyer;
(i) Deliver to Buyer a Transition Services Agreement (the “Transition Services Agreement”) in the form set forth in Exhibit B attached hereto, duly executed by Federal Signal and DP-US;
(j) Execute and Sellers shall deliver to Buyer any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to facilitate Purchaser the transactions contemplated hereby;
(k) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.897-2(h), that the Shares of DP-Portugal are not and have not been a “United States real property interest;”
(l) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.1445-2(b), that Federal Signal is not a foreign Person;
(m) Deliver to Buyer copies of the releases from all Debt Instruments;
(n) Deliver to Buyer appropriate documentation reflecting the distribution or transfer out of the Excluded Assets from the Subsidiaries; and
(o) Deliver to Buyer a Non-Competition/Non-Solicitation Agreement (the “Non-Competition/Non-Solicitation Agreement”) substantially in the form set forth in Exhibit C attached heretoValuation Expert Side Letter, duly executed by Sellers.
(b) At the Closing, the Sellers shall deliver to Purchaser:
(i) in accordance with Section 2.6(b)(ii), if the Purchase Price payable at Closing is less than the Deposit Amount, an amount equal to the Deposit Amount minus the Purchase Price payable at Closing;
(ii) the Transition Services Agreement, duly executed by Sellers;
(iii) the Assignment and Assumption Agreement, duly executed by Sellers;
(iv) the Xxxx of Sale, duly executed by Sellers;
(v) the Transferred Assets, by making such Transferred Assets available to Purchaser at their present location;
(vi) the Employee Leasing Agreement, duly executed by Sellers;
(vii) the DB Secured Credit Facility Closing Date Amendment, duly executed by RFC, Deutsche Bank AG, New York Branch and the other parties thereto;
(viii) an assignment agreement sufficient to vest in Purchaser good title, free and clear of all Liens other than Permitted Liens, the SPE Interests;
(ix) the resignations of certain of the managers and officers of Resort Funding SPE from their positions as set forth on Schedule 2.8(ix);
(x) an executed certificate of non-foreign status satisfying the requirements of Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) certifying that no Seller (with the exception of RFC Canada) is a foreign person within the meaning of Treasury Regulation 1.1445-2(b)(2);
(xi) all other conveyance documents reasonably requested by Purchaser to transfer to Purchaser the Transferred Assets;
(xii) the Bailment Agreement, duly executed by Sellers;
(xiii) the consent of GMAC, LLC and Xxxxx Fargo Bank, N.A. to the assignment to, and assumption by, Purchaser of the GMAC Secured Credit Facility hereunder;
(xiv) the consent of GMAC, LLC and Xxxxx Fargo Bank, N.A. pursuant to the GMAC Revolving Credit Facility to the release of all Liens thereunder on any Transferred Asset;
(xv) evidence reasonably satisfactory to Purchaser that Sellers have delivered to U.S. Bank National Association, as trustee under the Indentures, (i) resolutions adopted in good faith by the board of directors of ResCap approving the transactions contemplated hereby, (ii) an officer’s certificate certifying that the terms of the transactions contemplated hereby are on terms not materially less favorable to Sellers than could reasonably have been obtained in a comparable arm’s length transaction by Sellers with an unaffiliated party; and (iii) a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transactions contemplated hereby are fair from a financial point of view to Sellers;
(xvi) evidence reasonably satisfactory to Purchaser of the transfer of the concentration account # 0000000 with XX Xxxxxx Chase, NA to Purchaser;
(xvii) all corporate seals, minute books, organizational documents and other entity records of Resort Funding SPE;
(xviii) Sellers’ Closing Certificate; and
(xix) any other items to be delivered by Sellers as required under the terms and provisions of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Residential Capital, LLC)
Deliveries of Sellers. At or prior to the Closing, Sellers shallshall deliver to Buyer the following:
(a) Deliver to Buyer a certificate the Bxxx of incumbency Sale, the Assignment and copies of Assumption Agreement, the resolutions adopted by the Board of Directors of each Seller, authorizing the execution and delivery of this Escrow Agreement and the consummation of the transactions contemplated herebyeach other Ancillary Document to which a Seller is a party, duly certified dated as of the Closing Date and duly executed by such Seller (and in the case of the Escrow Agreement, duly executed by the Secretary or an Assistant Secretary of each such SellerEscrow Agent);
(b) Deliver to Buyer instruments of assignment of the Registered Intellectual Property (the “Assignment of Intellectual Property”) that are owned by a certificate of an officer of each SellerSeller and included in the Purchased Assets, if any, dated as of the Closing Date, duly executed by such Seller, in form for recordation with the appropriate Governmental Entities, in form reasonably acceptable to the effect Parties;
(c) a copy of the final Sale Order;
(d) the officer’s certificates required to be delivered pursuant to Section 6.3(c);
(i) with respect to each Seller that the representations and warranties is not a disregarded entity (as defined for purposes of Treasury Regulations Section 1.1445-2(b)(2)(iii)), a statement from such Seller as contained in ARTICLE 2 of this Agreement are true and correct Seller, dated as of the Closing Date as if made on prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2) and Section 1446(f) of the Closing Date, Code certifying such Seller’s non-foreign status for purposes of Section 1445 and that 1446(f)(2) of 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 Code; and (ii) 30 days prior with respect to each Seller that is a disregarded entity (as defined for purposes of Treasury Regulations Section 1.1445-2(b)(2)(iii)), a statement from the Person treated for federal income Tax purposes as the owner of such Seller, dated as of the Closing Date with respect and in form reasonably satisfactory to FSBV Buyer, certifying (A) such Seller’s status as a disregarded entity (as defined for purposes of Treasury Regulations Section 1.1445-2(b)(2)(iii)) whose separate existence from such Person is disregarded and Subsidiaries incorporated or organized outside (B) such Person’s non-foreign status for purposes of Section 1445 and 1446(f)(2) 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 7.5Code;
(f) Deliver instruments of assignment and assumption of the Assumed Real Property Lease(s), dated as of the Closing Date, in form reasonably acceptable to Buyer the Parties (the “Assignment and Assumption of Leases”), duly executed by the applicable Seller, in form for recordation with the appropriate public land records, if necessary, and any other related documentation or instruments necessary for the conveyance of any Assumed Real Property Lease;
(g) a copy of resolutions of the governing body of each Seller approving and authorizing the Asset Purchase;
(h) share certificates (or an affidavit of lost or stolen share certificate, in form and substance acceptable to the Parties), with stock powers duly endorsed in blank, or other evidence of Sellers’ or each Purchased Subsidiaries’ ownership interest, if any, in each of the Acquired Subsidiaries and such other documents, if any, that may be required to effectively deliver title thereto under applicable non-U.S. Law as set forth on Schedule 2.8(h);
(i) the current articles such other bills of incorporation sale, deeds, endorsements, assignments and instruments of each US-based Subsidiaryconveyance and transfer listed on Schedule 2.8(i), certified by the Secretary of State of the Subsidiary’s state of incorporation, (ii) the current by-laws of each US-based Subsidiary, certified dated as of the Closing Date by and in form reasonably satisfactory to Buyer, as Buyer may reasonably request to vest in Buyer all the Secretary right, title and interest of Sellers in, to or an Assistant Secretary under any or all 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;Purchased Assets; and
(gj) Deliver to Buyer the original corporate minute booksone or more powers of attorney or other authorization letters, stock transfer books and corporate seal (if applicable) of each Subsidiary for which such books notices or seals are not then held in an office or facility of a Subsidiary;
(h) Deliver to Buyer certificate(s) representing the Shares duly executed and valid stock powers (or similar instruments) attached in form for transfer to Buyer and otherwise acceptable filings as required by applicable Law in form and substance reasonably satisfactory to Buyer;
(i) Deliver to Sellers and Buyer a Transition Services Agreement (the “Transition Services AgreementPowers of Attorney”) reasonably necessary to permit Buyer and/or its Subsidiaries to utilize Sellers’ DEA, FDA, EPA, FIFRA and state controlled substance registrations, licenses and/or permits and any other registrations, licenses and/or permits issued by a Governmental Entity that the Sellers and Buyer reasonably agree require Powers of Attorney (collectively, the “Registrations”) after the Closing until the Buyer or one of its Subsidiaries, as applicable, has obtained its own Registrations. The Powers of Attorney shall authorize the appropriate personnel of Buyer or its Subsidiaries to take reasonable actions under the Sellers’ Registrations including, but not limited to, as applicable, (a) placing and filling orders for controlled substances as well as importing and exporting controlled substances and DEA listed chemicals in accordance with applicable regulations and recordkeeping and reporting requirements, (b) producing and distributing pesticide products (including all products licensed by Sellers for sale as supplemental distributor products) under the form set forth in Exhibit B attached heretoexisting state and federal pesticide registrations at the contract production facilities used by Sellers, duly executed by Federal Signal and DP-US;
(j) Execute and deliver using existing commercial labels, until the EPA or other applicable Governmental Entity approves the transfers of the Registrations to Buyer any or Buyer’s applicable Subsidiary and all instruments (c) maintaining and renewing the existing Registrations. The Powers of sale, assignment Attorney shall not be revocable until Buyer or an applicable Subsidiary of Buyer has obtained its own Registrations (“Buyer Registrations”) provided that Buyer is in compliance with the terms and transfer and other documents reasonably requested by Buyer in order to facilitate the transactions contemplated hereby;
(k) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.897-2(h), that the Shares of DP-Portugal are not and have not been a “United States real property interest;”
(l) Deliver to Buyer an affidavit, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.1445-2(b), that Federal Signal is not a foreign Person;
(m) Deliver to Buyer copies conditions of the releases from all Debt Instruments;
(n) Deliver to Buyer appropriate documentation reflecting Powers of Attorney during the distribution or transfer out term of the Excluded Assets from the Subsidiaries; and
(o) Deliver Powers of Attorney and has used its commercially reasonable efforts to obtain such Buyer a Non-Competition/Non-Solicitation Agreement (the “Non-Competition/Non-Solicitation Agreement”) substantially in the form set forth in Exhibit C attached hereto, duly executed by SellersRegistrations as promptly as possible at Buyer’s expense.
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