Delivery of Certificates and Documents. Seller shall have furnished to Buyer the following:
(a) a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of Seller;
(b) a certificate of an executive officer of Enstar, certifying on behalf of Seller that the conditions set forth in Sections 7.1 and 7.2 have been met;
(c) the Bill xx Sale and Assignment and Assumption Agreement, duly executed by Seller;
(d) the Indemnity Escrow Agreement, duly executed by Seller;
(e) a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by Seller to Buyer;
(f) copies of all Material Consents obtained on or prior to Closing; and
(g) all other documents as are reasonably necessary to transfer title to the Assets to Buyer.
Delivery of Certificates and Documents. Sellers shall have furnished to Buyer the following:
(a) a certificate of an officer of each Seller as to: (i) such Seller’s formation or other organizational documents; (ii) all actions taken by and on behalf of such Seller to authorize the execution, delivery and performance of this Agreement and the Related Agreements; and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of such Seller;
(b) a certificate of each Seller certifying that the conditions set forth in Sections 7.1 (without giving effect to the proviso set forth in such Section), 7.2, 7.3 and 7.5 have been satisfied;
(c) the Xxxx of Sale and Assignment and Assumption Agreement, a deed, in form and substance reasonably satisfactory to Sellers and Buyer, conveying title to each parcel of Real Property owned by a Seller to Buyer, and such other transfer instruments as Buyer may deem reasonably necessary to convey all of the Assets to Buyer and to perfect Buyer’s right in and to the Assets, all in a form reasonably acceptable to Buyer, each duly executed by Sellers;
(d) the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Sellers;
(e) copies of all Required Consents obtained on or prior to Closing, and copies of the System Contracts described in the final sentence of Section 6.1(b);
(f) evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original instruments in form reasonably satisfactory to Buyer effecting such terminations, releases or waivers;
(g) an opinion letter of Xxxxxxxx Xxxxxx LLP, counsel for Sellers, in form and substance reasonably satisfactory to Buyer and its counsel, which opinion shall be dated the Closing Date;
(h) a certificate from an officer of each Seller meeting the description contained in Treasury Regulations section 1.1445-2(b)(2)(i) to the effect that such Seller is not a foreign person within the meaning of section 1445 of the IRC; and
(i) all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.
Delivery of Certificates and Documents. Buyer shall have furnished to Sellers the following:
(a) a certificate of Buyer certifying that the conditions set forth in Sections 8.1 (without giving effect to the proviso set forth in such Section) and 8.2 have been satisfied;
(b) the Xxxx of Sale and Assignment and Assumption Agreement, and any document described in Section 7.11(c) that, by its terms or in order to be effective, must be executed by Buyer, each duly executed by Buyer;
(c) the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Buyer;
(d) an opinion letter of Xxxxxxxx & Xxxxx LLP, counsel for Buyer, in form and substance reasonably satisfactory to Sellers and their counsel, which opinion shall be dated the Closing Date;
(e) resale certificates with respect to applicable sales and use Tax exemptions as reasonably requested by Sellers relating to Assets to be re-sold by Buyer after Closing; and
(f) all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.
Delivery of Certificates and Documents. Buyer shall have furnished to Seller the following: a certificate of Secretary or Assistant Secretary of Buyer as to (i) the certificate of incorporation and bylaws of Buyer, (ii) resolutions of Buyer authorizing the execution, delivery and performance of this Agreement and the Related Agreements; and (iii) the incumbency of officers signing this Agreement and the Related Agreements on behalf of Buyer; a certificate of legal existence and good standing of Buyer from the Secretary of State of Buyer's state of organization; a certificate of an executive officer of Buyer certifying that the conditions set forth in Sections 8.1 and 8.2 have been met; the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Buyer; and
Delivery of Certificates and Documents. Sellers, Purchaser, and the Companies will deliver any other certificates or documents required by this Agreement.
Delivery of Certificates and Documents. Buyer shall have furnished to Seller the following:
(a) a certificate of the Secretary or Assistant Secretary of Buyer as to (i) the certificate of incorporation and bylaws of Buyer, (ii) resolutions of Buyer authorizing the execution, delivery and performance of this Agreement and the Related Agreements; and (iii) the incumbency of officers signing this Agreement and the Related Agreements on behalf of Buyer;
(b) a certificate of legal existence and good standing of Buyer from the Secretary of State of Buyer's state of organization and a certificate of foreign qualification of Buyer in any state in which any of the System or Assets is located;
(c) a certificate of an executive officer of Buyer certifying that the conditions set forth in Sections 8.1 and 8.2 have been met;
(d) the Bill xx Sale and Assignment and Assumption Agreement, duly executed by Buyer; and
(e) the Indemnity Escrow Agreement, duly executed by Buyer.
Delivery of Certificates and Documents. The Cable Venture shall have delivered or caused to be delivered to the Buyer (or such other Person as applicable) the following:
(a) a certificate of an officer of the Cable Venture certifying that the conditions set forth in Sections 9.1, 9.2, 9.3, 9.7 and 9.8 have been met;
(b) a copy of the Confirmation Order referred to in Section 7.11(b)(ii) and of any other Order required for the Transactions to be consummated;
(c) a fully-executed copy of the Transition Services Agreement by and among Parent, the Buyer and Century;
(d) evidence of the payment of all retention and sale bonuses payable by the Companies as of the Closing Date;
(e) an affidavit, under penalties of perjury, stating that Cable Corp. is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h) so that the Buyer is exempt from withholding any portion of the Purchase Price thereunder; and
(f) such other documents, certificates or agreements as the Buyer may reasonably request.
Delivery of Certificates and Documents. The Buyer shall have delivered or caused to be delivered to the Cable Venture (or to such other Person as applicable) the following:
(a) a certificate of an officer of the Buyer as to (i) the organizational documents of the Buyer, (ii) all actions taken by and on behalf of the Buyer to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of the Buyer;
(b) a certificate of an officer of each Buyer certifying that the conditions set forth in Sections 10.1 and 10.2 have been met;
(c) the payments pursuant to Section 3.2(c)(i) and pursuant to Section 3.2(c)(ii); and
(d) the Investor Guaranty.
Delivery of Certificates and Documents. Sellers shall have furnished to Buyer the following:
(a) a certificate of the Secretary or Assistant Secretary of each Seller or, if applicable, such Seller's ultimate corporate general partner, as to (i) the limited or general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and its partners
Delivery of Certificates and Documents. Seller shall have delivered or caused to be delivered to the Phase II Buyer and RE LLC (or such other Person as applicable) the following:
(A) a certificate of an officer of Seller certifying that the conditions set forth in Sections 9(a) and 9(b)(i) and (ii) have been met;
(B) an affidavit, under penalties of perjury, stating that Seller is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation § 1.897-2(h);
(C) a Xxxx of Sale, and all such other instruments of sale, assignment and transfer as are necessary or appropriate to sell, assign and transfer to Phase II Buyer and to vest in Phase II Buyer title, subject to Permitted Encumbrances, to the Phase II Purchased Assets; and
(D) such other documents, certificates or agreements as the Phase II Buyer or RE LLC may reasonably request.
