Deliveries of the Company at Closing Sample Clauses

Deliveries of the Company at Closing. At the Closing, the Company will deliver to Purchaser: (a) a certificate of the Secretary of the Company, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company executing this Agreement and each Transaction Document on behalf of the Company; (b) a certificate of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company; (c) the xxxx of sale in the form attached hereto as Exhibit C for the Product Assets, executed by the Company; (d) all other separate assignments of any intangible Product Assets necessary, proper or advisable to record the transfer of such Product Assets with any applicable Governmental Authority or other Person with whom such assignments must be filed, if any; (e) the Patent Agreement, executed by the Company; (f) a FIRPTA certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that the Company is a U.S. person; (g) releases of Encumbrances, other than Permitted Encumbrances, on the Product Assets, if any; (h) certificates of title or origin with respect to all equipment included in the Product Assets for which a certificate of title or origin is required to transfer title to Purchaser; and (i) evidence of written consents from or notices to any third party required for consummation of the Contemplated Transactions.
Sample 1See All (5)
AutoNDA by SimpleDocs
Deliveries of the Company at Closing. Subject to the conditions of the Company's obligations in Article V, on or before the Closing Date, the Company shall deliver to Purchaser: (a) a certificate executed by the Secretary (the "Secretary's Certificate") of the Company in the form and substance of Exhibit 1.4(a); (b) a certificate executed by the President (the "Officer's Certificate") of the Company in the form and substance of Exhibit 1.4(b); (c) a Shareholders Agreement executed by Weinxxxxx (xxe "Shareholders Agreement") in the form and substance of Exhibit 1.4(c); (d) an opinion of the Company's counsel (the "Company's Opinion") in the form and substance of Exhibit 1.4(d); (e) a certificate evidencing and representing the number of shares of Preferred Stock to be issued to the Company at Closing (computed by dividing the amount paid in cash, plus the face amount of contributions made by KLT at Closing, by $150,000); (f) an executed Stock Purchase Agreement; (g) an Employment Agreement executed by Weinxxxxx (xxe "Employment Agreement") in the form and substance of Exhibit 1.4(g); (h) a Guaranty Agreement executed by Weinxxxxx (xxe "Guaranty Agreement") in the form and substance of Exhibit 1.4(h); (i) a Stock Pledge Agreement executed by Weinxxxxx (xxe "Stock
Sample 1Sample 2
Deliveries of the Company at Closing. At the Closing, the Company shall deliver the following to Parent: (a) a certificate, dated as of the Closing Date and executed by the Secretary of the Company, certifying that (A) true and complete copies of the Company Charter Documents as in effect on the Closing Date are attached to such certificate, (B) the signature of each officer of the Company executing this Agreement and any other agreement, instrument or document executed and delivered by the Company at or before Closing is genuine and each such officer is duly appointed to the office of the Company set forth underneath such officer’s signature thereon and (C) true and complete copies of the resolutions of the Board of Directors of the Company (the “Company Board”), which were approved prior to the execution of this Agreement, authorizing the execution, delivery and performance of this Agreement, and the consummation of the Transactions, are attached to such certificate, and such resolutions have not been amended or modified and remain in full force and effect; and (b) long-form good standing certificates in respect of the Company and each of the Company Subsidiaries, from the Secretary of State in their respective jurisdictions of incorporation or formation, in each case dated not more than seven (7) days prior to the Closing Date.
Sample 1Sample 2
Deliveries of the Company at Closing. At the Closing, the Preferred Stockholders and/or the Company shall: (a) deliver to Parent stock certificates representing all of the Company Preferred Stock, endorsed in blank or accompanied by duly executed assignment documents and accompanied by Letters of Transmittal in the form attached hereto as Exhibit C; (b) deliver to Parent an opinion of Green & Seifter Attorneys, PLLC, counsel to the Acquired Companies, in substantially the form attached hereto as Exhibit D, dated the Closing Date, in a final form reasonably satisfactory to Parent; (c) deliver to Parent an opinion of Adamas, counsel to the Company Subsidiary located in France, in substantially the form attached hereto as Exhibit E, dated the Closing Date, in a final form reasonably satisfactory to Parent; (d) deliver to Parent an opinion of counsel from counsel to each Preferred Stockholder, in the form attached hereto as Exhibit F, dated the Closing Date, in a final form reasonably satisfactory to Parent; (e) deliver to Parent the Escrow Agreement (the "Escrow Agreement") in the form attached hereto as Exhibit G, duly executed by each of the Preferred Stockholders a party thereto; (f) deliver to Parent the Certificate of Merger, duly executed by the Company; (g) deliver to Parent an executed Release (as hereinafter defined) from each of the Preferred Stockholders; (h) deliver to Parent a certified ratification executed by the President of Steleus SAS, which is in full force and effect, in which the President of Steleus SAS ratified all of the decisions taken by the Board of Directors of Steleus SAS and during the meetings of the shareholders of Steleus SAS held between and including June 26, 1997 and June 26, 2002; (i) deliver to Parent the written resignations, effective the Closing Date, of each director and of each officer of each of the Acquired Companies that is designated by Parent at least three (3) Business Days before the Closing Date; (j) deliver to Parent a copy of the audited consolidated balance sheet of the Acquired Companies as of December 31, 2003 and the related audited statements of income, retained earnings and cash flows for the fiscal year then ended, together with notes and schedules thereto and together with a Report of Independent Auditors signed by Deloitte & Touche LLP confirming that in its opinion, such financial statements present fairly, in all material respects, the financial position of the Acquired Companies at December 31, 2003, and the results of operations an...
Sample 1
Deliveries of the Company at Closing. At the Closing, the Company shall: (a) deliver to Parent an opinion of Xxxxxx & Xxxxxx, counsel to the Company, dated the Closing Date, in a form reasonably satisfactory to Parent; (b) deliver to Parent the Escrow Agreement (the "Escrow Agreement") in the form attached hereto as Exhibit C, duly executed by the Representative; (c) deliver to Parent an executed Release (as hereinafter defined) from each party that has executed a Release pursuant to Section 4.1; (d) deliver to Parent the written resignations, effective the Closing Date, of each director and of each officer of the Company that is designated by Parent at least three (3) Business Days before the Closing Date; (e) deliver to Parent a copy of the audited balance sheet of the Company as of December 31, 2003 and the related audited statements of income, retained earnings and cash flows for the fiscal year then ended, together with notes and schedules thereto and together with a Report of Independent Auditors signed by Deloitte & Touche LLP confirming that in its opinion, such financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2003, and the results of operations and cash flows for the fiscal year then ended in conformity with GAAP applied consistently; (f) deliver to Parent the certificates required to be delivered pursuant to Sections 7.3(a), 7.3(b), 7.3(c) and 7.3(d); (g) deliver to Parent evidence satisfactory to Parent in its reasonable discretion that any and all agreements between the Company and one or more of its Stockholders, or by and among the Stockholders of the Company with respect to the Company, Company Shares or the capital stock of the Company have been terminated in full; (h) cause to be paid all of the Company Acquisition Expenses in accordance with the Funds Flow Memorandum prepared in accordance with Section 10.7; and (i) deliver to Parent the Certificate of Merger, duly executed by the Company.
Sample 1
Deliveries of the Company at Closing. At the Closing, the Company shall deliver or cause to be delivered to Parent: (a) if applicable, Forms W-9 and Delivery and Payment Instructions from the Sellers as described in Section 2.03; (b) an invoice from each Person (other than any employee) to whom any amount of the Seller Transaction Expenses is owed, indicating the final amount of Seller Transaction Expenses owed to such Person; (c) a certificate from the Company certifying that the Company is not, and has not been during the shorter of the periods specified in Section 897(c)(1)(A) of the Code, a “United States real property holding corporation” for purposes of Sections 897 and 1445 of the Code; (d) such affidavits, undertakings and other title clearance documents reasonably necessary or customary to cause Parent’s title insurance company to issue title policies on or prior to the Closing Date insuring title to the Owned Real Property, subject only to Permitted Liens; and (e) the documents and other deliveries required pursuant to Section 6.01.
Sample 1
Deliveries of the Company at Closing. At the Closing, the Company shall make or tender, or cause to be made or tendered (and NewCo shall cause the Company to make or tender, or cause to be made or tendered), delivery of the following: (a) to NewCo, Percentage Interests and a related Capital Account representing 75% of the Percentage Interests in the Company; (b) to HoldCo, Percentage Interests and a related Capital Account representing 25% of the Percentage Interests in the Company; and (c) such other customary documents, instruments or certificates as shall be reasonably requested by NewCo or HoldCo and as shall be consistent with the terms of this Agreement.
Sample 1
AutoNDA by SimpleDocs
Deliveries of the Company at Closing. At the Closing, the Company shall deliver to the Purchasers, except as otherwise indicated below, all of the following: (a) the Notes in the principal amount of $6,500,000, duly completed and executed by the Company; (b) the Purchased Membership Units, duly issued by the Company to C3 and C3 II, respectively, and which, in the aggregate, represent 19.00% of the Company’s fully diluted equity; (c) an Officer’s Certificate of the Company, dated the date of the Closing, stating that the conditions specified in Sections 3.1 through 3.13, inclusive, have been fully satisfied; (d) certified copies of the resolutions duly adopted by the Board of Directors of LMT, the board of managers of the Company and the board of managers of the LMCS authorizing the execution, delivery and performance of each of the Investment Documents to which it is a party, the issuance and sale of the Securities and the consummation of all other transactions contemplated by the Investment Documents; (e) certified copies of the Company’s and LMCS’s Governing Documents, each as in effect at the Closing; (f) certificates of the secretary of the Company and LMCS certifying the names and signatures of the officers of the Company and LMCS, respectively, authorized to sign each of the Investment Documents to which the Company and LMCS is a party; (g) certificates of good standing, dated not more than ten (10) days prior to the date of the Closing, of the Company and LMCS issued by its jurisdiction of organization and from each jurisdiction in which the Company or LMCS is qualified to conduct business; (h) copies of third party and governmental consents, approvals and filings as set forth on Schedule 3.13(h); (i) duly completed and executed SBA Forms 480, 652 and 1031 from the Company in the forms attached as Exhibit H-1, H-2 and H-3, respectively; (j) the Company’s financial projections (including balance sheets and income and cash flow statements) through December 31, 2009; (k) an operating budget for the balance of 2007 reflecting anticipated Capital Expenditures for the Company and operating expenses approved in advance by C3 and C3 II, which approval shall not be unreasonably withheld or delayed (the “2007 Operating Budget”); (l) the Security Agreements; (m) the Employment Agreement; (n) the Pledge Agreements; (o) payment of closing fees to C3 and C3 II in the aggregate amount of $130,000 and the reimbursement for the fees and expenses described in Section 9.1 hereof; (p) a solvency certifica...
Sample 1
Deliveries of the Company at Closing. At the Closing, the Company shall deliver to the Purchasers: (i) the Cash Payment (payable as described in Section 1.1(a) above), (ii) a certificate of the corporate secretary of Company as to the incumbency of the officer executing this Agreement on behalf of the Company; (iii) certified copies of resolutions of the Company's board of directors authorizing the Company's execution of and performance under this Agreement; and (iv) certificates representing the Residual Conversion Shares.
Sample 1

Related to Deliveries of the Company at Closing

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company. (b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.

  • 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").

  • Deliveries at the Closing At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • At Closing (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property. (2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent. (3) Seller and Xxxxx shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy. (4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default.

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

  • Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

  • Closing Deliveries of Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

  • Operations Prior to the Closing Date (a) From the ------------------------------------ date hereof through the Closing Date, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall cause each of the Companies not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amounts of personal property sold or otherwise disposed of in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vii) cancel any debts owed to or claims held by it or pay, settle or discharge any claims/litigation, proceedings, actions or liabilities, other than in the ordinary course of the Business consistent with past practice; (viii) create, incur or assume, or agree to create, incur or assume, any Indebtedness for Borrowed Money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (ix) accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (x) delay or accelerate payment of any account payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (xi) make, or agree to make, any distribution of assets (other than cash) to Parent or any of its Affiliates; (xii) institute any increase in any benefit provided, or loan or advance any money or property, to any present or former director, officer, consultant or employee of any of the Companies, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirements of Law; (xiii) make any material change in the compensation of its employees, other than changes made in accordance with normal compensation practices of the Companies or pursuant to existing contractual commitments and consistent with past compensation practices, or grant any severance or termination pay to any of its employees or amend the form of retention and severance agreement contained in Schedule 7.4; ------------ (xiv) establish, adopt, enter into, amend or terminate any Company Plan, or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence on the date hereof, other than in the ordinary course of the Business consistent with past practice or as required by any Company Plan, Parent Plan or Requirement of Law; (xv) make any material change in the accounting policies applied in the preparation of the Interim Financial Statements, unless such change is required by GAAP; (xvi) make any change in its charter, by-laws or other organizational document or issue any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (xvii) split, combine or reclassify any shares of its capital stock or partnership or membership interests or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of such shares or interests, except for cash dividends and distributions payable by a Conveyed Companies Subsidiary to any of the Companies, Parent or Affiliates of Parent; (xviii) except as required by law, and except in cases where doing so would not have a material adverse consequence to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, file any Tax Return in a manner inconsistent with past practice or take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Parent is liable); (xix) amend any Tax Returns or settle or compromise any proceeding relating to Tax liabilities of any Company, in either case if doing so would, or would reasonably be expected to, materially adversely affect any Buyer Group Member with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (xx) enter into or amend any aviation, manufacturing or transportation customer contract, other than new contracts with existing customers and amendments to existing contracts, in each case, where the terms of such new contract or amendment are not materially less favorable to the Companies than existing contracts with such customers; (xxi) enter into any joint venture, partnership or similar arrangement or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture association or other business organization or division thereof; (xxii) merge or consolidate with or into any other Person or dissolve or liquidate; or (xxiii) authorize, commit or agree, whether in writing or otherwise, to do any of the foregoing.

  • 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):

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!