Deliveries of the Sellers. On the Closing Date, the Company or the Sellers, as applicable, shall deliver or cause to be delivered to the Buyer (or Buyer’s designated Affiliate) the following:
(i) a certificate from the Secretary of the Company, dated as of the Closing Date, in a form approved by the Buyer, certifying attached copies of the articles of incorporation and the bylaws of Company as in effect on the Closing Date;
(ii) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, issued no earlier than ten days prior to the Closing Date;
(iii) a certificate from the Secretary or equivalent officer of each shareholder in a form approved by the Buyer, certifying the resolutions of the Board of Directors/Management Committees of such Seller authorizing the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby;
(iv) certificates representing the Shares, accompanied by separate stock powers duly endorsed in blank;
(v) a certification of each Seller, dated as of the Closing Date, in the form specified by Treasury Regulation Section 1.1445-2(b)(2)(iv) certifying that such Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b)(2);
(vi) a closing statement setting forth (A) the allocation of the Closing Consideration among the Sellers, (B) the aggregate Indebtedness of the Company outstanding as of Closing; minus (C) the aggregate Sellers’ Expenses of the Company outstanding as of Closing, duly executed by the Company and the Sellers;
(vii) a written resignation, effective as of the Closing, from each director, officer, and employee of the Company, in a form approved by the Buyer, duly executed by each such director, officer and employee of the Company;
(viii) evidence of termination, in a form approved by the Buyer, of each of the Stockholder Agreements; and
(ix) such other documents and instruments as may be requested by the Buyer, each in a form satisfactory to the Buyer and its legal counsel.
Deliveries of the Sellers. At the Closing, the Sellers will deliver or cause to be executed and delivered to Category 5:
Deliveries of the Sellers. On or prior to the date hereof, each and all of the Sellers shall irrevocably deliver to the Escrow Agent original executed or otherwise certified copies of the following documents (all or any of which may be waived in whole or in part by the Purchasers in their sole discretion by notice to the Sellers and the Escrow Agent):
Deliveries of the Sellers. The Sellers shall deliver to the Buyer at Closing:
(i) at the Closing, an executed copy of this Agreement;
(ii) Complete list of assets to be transferred;
(iii) resolutions of the board of directors of Sellers, authorizing the execution, delivery and performance of this Agreement, each certified by the secretary of Sellers as being complete and in full force and effect on the Effective Date.
(iv) such other agreements, documents, certificates, and instruments reasonably requested by the Buyer to be delivered to the Buyer at or prior to the Closing in connection with the Sellers’ obligations under the terms of this Agreement.
Deliveries of the Sellers. At the Closing, the Sellers or EOIR (as applicable) shall have delivered or caused the delivery of the following items or shall have otherwise satisfied the following conditions:
Deliveries of the Sellers. At the Closing, the Sellers shall deliver the following items to the Buyer:
(a) The Required Consents;
(b) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(c) A certificate duly executed by the Secretary of the Sellers, attesting, with respect to the Sellers, the resolutions duly and validly adopted by the board of directors of the Sellers evidencing the authorization of its execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as to its Articles of Incorporation and Bylaws, and as to names and signatures of the officers of the Buyer authorized to sign this Agreement and the other Transaction Documents to be delivered by the Buyer hereunder;
(d) A certificate with respect to the Sellers and the Company from the Secretary of their respective states of incorporation, respectively, attesting as to its valid existence and its good standing (or, as to jurisdictions that do not recognize such concept, its payment of all taxes required by the Department of Revenue) as of a date not earlier than two business days prior to the Closing Date; and
(e) The documents referred to in Sections 7.1(c) and 7.1(e).
Deliveries of the Sellers. The Sellers shall have made delivery to the Buyers of the documents and items specified in Section 9.02 of this Agreement.
Deliveries of the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered the following items to the Buyer:
(a) the following documents with respect to the transfer of interests in real property:
(i) a warranty deed (the "Deed") in the form attached hereto as Exhibit 9.1
(a) (i), containing all customary covenants, so as to convey to the Buyer good, marketable and insurable fee simple absolute title to the Owned Real Property, free of all liens and encumbrances.
(ii) assignments, each in the form attached hereto as Exhibit 9.1(a)(ii) (collectively, the "Assignments" and, individually, an "Assignment"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Seller's representation and warranty that (A) there have been no prior assignments of the Leases, (B) such Leases are in full force and effect and are enforceable in accordance with their terms, and (C) neither the Leases nor the security deposits made thereunder are then subject to any liens, security interests or adverse claims.
(iii) subordination, non-disturbance and attornment agreements and lender's estoppel certificates each in the form attached hereto as Exhibit 9.1(a)(iii) (collectively, the "SNDA Agreements" and, individually, a "SNDA Agreement") for each of the Leases.
(iv) the Deed and each Assignment and each SNDA Agreement shall be in recordable form and the Deed shall be duly executed and acknowledged by Logic and the Assignments shall be duly executed, delivered and acknowledged by the Sellers and Xxxxx & Xxxxx Co. Inc., as the case may be, and the SNDA Agreements shall be duly executed, delivered and acknowledged by each applicable lender. The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and at the Seller's sole cost and expense. At the Closing, the Seller shall pay the appropriate tax collecting agency all taxes and charges in connection with the sale and transfer of the Owned Real Property by Seller to Buyer and the recording of the Deed.
(A) true and complete maintenance records for the Real Property; (B) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Real Property; (C) all original licenses and permits, authorizations and approvals pertaining to the Real Property; and (D) all guarantees and warranties which each Sel...
Deliveries of the Sellers. All deliveries required to have been made by the SELLERS under Section 1.5 at the Closing shall have been delivered.
Deliveries of the Sellers. Each Seller shall make or tender, or cause to be made or tendered, delivery to the Buyer of the following:
(a) stock certificates evidencing the Holding Company Stock owned by such Seller, which certificates shall be either duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed and in proper form for transfer to the Buyer under applicable law;
(b) a certificate of such Seller certifying that such Seller has performed or complied with all of its obligations under this Agreement;
(c) the Transaction Escrow Agreement, duly executed by such Seller;
(d) the Releases and Resignations, each duly executed by the signatories thereto;
(e) a certificate from each Seller (in form and substance reasonably acceptable to Buyer) certifying such Seller's non-foreign status in accordance with Code Section 1445 and the regulations promulgated thereunder; and
(f) such other customary documents, instruments or certificates as shall be reasonably requested by the Buyer and as shall be consistent with the terms of this Agreement.
