Delivery by Sellers. At or before the Closing, Sellers shall deliver to Buyer the following:
Delivery by Sellers. On the Closing Date the Sellers will deliver, or cause to be delivered, the following documents to the Buyer:
(a) share certificates representing the Shares in the names of the respective Sellers endorsed for transfer to the Buyer;
(b) new share certificates representing the Shares in the name of the Buyer;
(c) a certified copy of resolutions of the directors of each Holdco and the Corporation approving and authorizing the transfer of the Shares from the Sellers to the Buyer, the registration of the Shares in the name of the Buyer and the issue of the share certificates referred to in Section 9.2(b);
(d) the minute books and all other books and records of the Corporation, the Subsidiaries and each Holdco;
(e) a certificate executed by the Sellers certifying that the representations and warranties of the Sellers set out in this Agreement are true and correct;
(f) duly executed resignations of all existing directors and officers of the Corporation, the Subsidiaries and each Holdco, such resignations to be effective as of the Closing Date;
(g) all documentation, fully executed, necessary to change the registered and records office of the Corporation and the Holdcos and the Subsidiaries to addresses designated in writing by the Buyer, effective as of the Closing Date;
(h) executed copies of all Required Consents required to be obtained by the Sellers;
(i) a certificate of status for the Corporation and certificates of good standing for each Subsidiary issued not earlier than ten Business Days prior to the Closing Date;
(j) the Non-Competition Agreement;
(k) confirmation of the payment in full of any outstanding shareholder loans (which may take the form of a direction from the relevant Seller to the Buyer directing the Buyer to pay the amount of such shareholder loan to the Corporation from such Seller's allocation of the Purchase Price);
(l) legal opinions in respect of the Sellers that are corporations or trusts, in form and substance substantially similar to the draft legal opinion attached as SCHEDULE U; and
(m) all such other documents, instruments, records, conveyances, assignments, assurances, consents and certificates which, in the opinion of the Buyer, acting reasonably, are necessary to effect and evidence the transfer of the Shares to the Buyer free and clear of all Encumbrances.
Delivery by Sellers. The Sellers shall deliver or cause to be delivered to the Charter Parties the following:
Delivery by Sellers. Each Seller shall deliver to Purchaser
(i) An assignment of such Seller’s Membership Interest, which assignment shall be in the form set forth in Exhibit B attached hereto; and
(ii) resignations as managers and officers of the Company.
Delivery by Sellers. Upon the terms and subject to the conditions set forth in this Agreement, Sellers will deliver (or cause to be delivered) to Purchaser, at or prior to the Closing the following:
(i) a duly executed stock power and assignment in customary form in respect of the ZZI Shares held by ZBI in favor of Purchaser together with, to the extent applicable, any related share certificate for such ZZI Shares;
(ii) the Transition Services Agreement, duly executed by each Seller;
(iii) the Bill of Sale, duly executed by each Seller;
(iv) the Assignment and Assumption Agreement, duly executed by each Seller;
(v) the Amended Collaboration Agreement, duly executed by ZW BC;
(vi) a certificate validly executed by Secretary of ZZI having attached thereto (A) the Organizational Documents of ZZI and (B) certificates of good standing (including Tax good standing) of ZZI issued by the Washington Secretary of State and for each other state where ZZI is qualified to do business, in each case dated as of a date no more than [***] prior to the Closing Date;
(vii) (A) an original, properly completed IRS Form W-8 duly executed on behalf of ZW BC, (B) an original, properly completed IRS Form W-9 duly executed on behalf of ZBI, and (C) an original, properly completed IRS Form W-8 or IRS Form W-9, as applicable, from each other member of the Seller Group that transfers any of the Acquired Assets pursuant to this Agreement;
(viii) reasonable evidence of at or prior to the Closing Date, (A) the termination by the Seller Group of each Identified Service Provider, (B) ZZI’s transfer of each Non-Continuing Service Provider that is currently employed or engaged by ZZI to another member of the Seller Group or, (C) in Seller’s discretion, the termination of such Non-Continuing Service Providers, and in each of cases (A), (B), and (C), [***];
(ix) evidence of the written resignation of all directors and officers of ZZI to be effective as of the Closing, each of which will be in full force and effect;
(x) unless otherwise requested by Xxxxxxxxx, a true, correct and complete copy of (A) resolutions adopted by the board of directors of ZZI, certified by ZZI’s Secretary, authorizing the termination of ZZI’s participation in the Group Employee Plans other than ZZI Employee Plans, and (B) resolutions adopted by the board of directors or authorized committee thereof of an amendment to the Group Employee Plans other than ZZI Employee Plans, executed by an authorized officer of ZW BC or the applicable sponso...
Delivery by Sellers. Sellers shall deliver to Purchaser: The Shares; copies of resolutions by the Boards of Directors of the Companies approving the terms of this Agreement and the execution of the Agreement by the Companies; copies of all books, records and documents relating to the Companies, including the corporate records and stock records of the Companies; any other such instruments, documents and certificates as are required to be delivered by Sellers or its representatives pursuant to the provisions of this Agreement; any third-party Consents; the Disclosure Schedule; and evidence of the satisfaction of all conditions set forth in Section 1.5. Delivery by Purchaser. Purchaser shall deliver to Sellers: The Purchase Price in Purchaser shares; and copies of resolutions of the Board of Directors of Purchaser approving the terms of the Agreement and the execution of this Agreement by the Purchaser.
Delivery by Sellers. 10 Section 13.
Delivery by Sellers. (a) All materials conveyed or licensed to Purchaser under or pursuant to this Agreement or the Asset Purchase Agreement, whether Computer Programs, Data or Databases, shall be segregated from Sellers' other materials in all material respects, at Sellers' expense, and delivered by Sellers to Purchaser (in machine-readable form, where applicable) as promptly as practicable (i) upon request by Purchaser, (ii) if not earlier requested, upon the date of termination or expiration of the Transition Services Agreement.
(b) All Computer Programs, Data and Databases sold, assigned, transferred or conveyed to Purchaser under or pursuant to this Agreement or the Asset Purchase Agreement, or which are owned by Sellers or any Affiliate of Sellers and licensed to Purchaser under or pursuant to this Agreement or the Asset Purchase Agreement, shall be segregated from Sellers' other computer programs, data and databases in all material respects, at Sellers' expense, and delivered by Sellers (in machine-readable form) together with any available historical records thereof. With regard to Owned Principally-Used Computer Programs, such delivery shall include (i) all available source code (if available, as annotated by or for Sellers for their use or the use of any third party) and (ii) all available user and administrator documentation (as prepared by or for Sellers for their use or the use of any third party).
(c) All third party-owned Computer Programs, Data and Databases licensed, sublicensed or as to which a license agreement is assigned to Purchaser under this Agreement or the Asset Purchase Agreement, or pursuant to either, shall be segregated from Sellers' other computer programs, data and databases in all material respects and provided to Purchaser (in machine-readable form, where applicable) together with a copy of all available ancillary third party materials.
Delivery by Sellers. On the Closing Date the Sellers shall deliver, or cause to be delivered, the following documents to the Buyer:
(a) share certificates representing the Shares in the names of the respective Sellers, duly endorsed for transfer to the Buyer;
(b) new share certificates representing the Shares in the name of the Buyer;
(c) a certified copy of resolutions of the directors of the Company approving and authorizing the transfer of the Shares from the Sellers to the Buyer, the registration of the Shares in the name of the Buyer and the issue of the share certificates referred to in paragraph 9.2(b);
(d) the minute books and all other books and records of the Company, including any User IDs and passwords required for BC Online associated with the Company;
(e) the corporate seal of the Company, if any;
(f) a certificate of an officer of the Company attaching:
(i) a true and complete copy of the constating documents of the Company;
(ii) an incumbency certificate in respect of the Company; and
(iii) a certificate of good standing of the Company issued by the Governmental Authority of the jurisdiction of incorporation, dated not more than two Business Days prior to the Closing Date;
(g) a certificate executed by the Sellers’ Representative certifying that the representations and warranties of the Sellers set out in this Agreement are true and accurate as at the Closing Date with reference to the facts and circumstances then existing;
(h) an employment agreement executed by each of Xx. Xxxxxx Xxxxxx and Xx. Xxx Xxxxxx substantially in the respective forms attached hereto as Schedule E;
(i) an advisor agreement executed by each of Xx. Xxxxx Xxxxxx and Xx. Xxxx Xxxxxxx substantially in the respective forms attached hereto as Schedule F;
(j) a confirmatory assignment and non-competition agreement executed by each of Xx.
Delivery by Sellers. Sellers shall deliver to Purchaser:
(i) Certificates representing the Shares with duly executed stock powers with signatures medallion guaranteed in form and substance satisfactory to Purchaser;
(ii) copies of all books, records and documents relating to the Company, including the corporate records and stock records of the Company;
(iii) any other such instruments, documents and certificates as are reasonably requested to be delivered by Sellers or their representatives pursuant to the provisions of this Agreement;
(iv) the Consents;
(v) the Disclosure Schedule;
(vi) evidence of the satisfaction of all conditions set forth in Section 1.4; and
(vii) resignations of the incumbent directors and officers of the Company, effective upon the Closing Date, and a resolution of the incumbent directors appointing Pam I. Halter and Kevin Haltxx, Xx., xx xxx xxx xxxxxxxxx xx the Company, effective upon the Closing Date.
