Documents, Certificates and Other Items. The Sellers will have delivered or caused to be delivered to Buyer:
(a) Delivery by the Shareholders of duly executed assignments of the Company Shares;
(b) A current Certificate of Good Standing issued by the Secretary of State of the State of Maine, such certificate dated not more than 15 days prior to the Closing Date;
(c) a certificate of Company certifying (i) a true and complete copy of the Company’s articles of incorporation or charter, (ii) a true and complete copy of the Company’s Bylaws or operating agreement, and (iii) resolutions of the directors or managers of the Company and the Shareholders approving and authorizing the Company’s execution this Agreement and the Related Documents and the Company’s performance of its obligations under this Agreement and the Related Documents, and (ii) true and complete copies of the minutes of any meeting of the Shareholders or of any actions taken by the Shareholders without a meeting;
(d) A certificate signed by each of the Shareholders, individually, and of an officer of the Company, stating that the conditions specified in Sections 6.1 and 6.2 have been satisfied;
(e) A Non-Competition Agreement executed and delivered by Shareholders in the form attached hereto as Exhibit A;
(f) Employment Agreements, executed and delivered by each Shareholder in the forms attached hereto as Exhibit B-1 and B-2 (collectively, the “Employment Agreements”);
(g) A certificate executed by the Shareholders, satisfying the requirements of Treasury Regulations Section 1.1445-2(b) (2), stating that the Shareholders are not a “foreign person”;
(h) A Lease Agreement by and between Shareholders, as lessors, and the Company, as lessee, duly executed by the Shareholders, and in the form of Exhibit C attached hereto (the “Fort Fairfield Lease”)
(i) Sublease of the Aroostook Mall Lease from the Shareholders to the Company, in form acceptable to the Buyer (the “Aroostook Sublease”);
(j) Sellers shall have executed and delivered a Closing Statement in form mutually agreed by Buyer and Sellers (the “Closing Statement”); and
(k) All other documents and instruments required under this Agreement or reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement.
Documents, Certificates and Other Items. Buyer will have delivered the following to Shareholders:
(a) All of the documents or instruments required to be delivered by the Buyer under this Agreement;
(b) All other documents and instruments reasonably required by the Sellers in connection with the consummation of the transactions contemplated by this Agreement;
(c) A certificate signed by an officer of the Buyer stating that the conditions specified in Sections 7.1 and 7.2 have been satisfied;
(d) Company shall have executed and delivered the Aroostook Sublease Assignments;
(e) Company shall have executed and delivered the Fort Fairfield Lease;
(f) Buyer shall have executed and delivered each of the Employment Agreements;
(g) Buyer shall have executed and delivered the Closing Statement; and
(h) All other documents and instruments required under this Agreement or reasonably requested by the Sellers in connection with the consummation of the transactions contemplated by this Agreement.
Documents, Certificates and Other Items. Buyer will have delivered or caused to be delivered to Seller:
(a) the Agreement Pending Purchase Consummation described in Section 2.4;
(b) the Escrow Agreement described in Section 2.1;
(c) all of the documents or instruments required under this Agreement; and
(d) all other documents and instruments reasonably required by Seller in connection with the consummation of these transactions.
Documents, Certificates and Other Items. The Buyer Parties will have delivered the following to the Seller Rep:
(a) all of the documents or instruments required to be delivered by the Buyer Parties under this Agreement including evidence of the issuance of the Parent Shares;
(b) all other documents and instruments reasonably required by the Principal Shareholders in connection with the consummation of the transactions contemplated by this Agreement;
(c) a certificate signed by an officer of the Parent stating that the conditions specified in Sections 7.1 and 7.2 have been satisfied; and
(d) all other documents and instruments required under this Agreement or reasonably requested by the Principal Shareholders in connection with the consummation of the transactions contemplated by this Agreement.
Documents, Certificates and Other Items. The Seller Parties will have delivered or caused to be delivered to the Buyer Parties:
(a) an assignment from the Sellers of the Membership Interests in form satisfactory to the Buyer together with the original stock certificates, if any, evidencing the Membership Interests;
(b) a current certificate of good standing issued by the state in which the Company was formed, such certificate dated not more than 15 days prior to the Closing Date;
Documents, Certificates and Other Items. The Buyer Parties will have delivered the following to the Seller Rep:
(a) all of the documents or instruments required to be delivered by the Buyer Parties under this Agreement; and
(b) a certificate signed by an officer of the Parent stating that the conditions specified in Sections 7.1 and 7.2 have been satisfied.
Documents, Certificates and Other Items. Seller will have delivered or caused to be delivered to Buyer:
(a) duly issued certificates for all of the Acquisition Shares, together with any required transfer stamps or taxes paid and attached thereto;
(b) a certificate of the Secretary of the Corporation, dated as of the Closing Date, certifying as to: (i) the copy of the Certificate of Incorporation of the Corporation, as in effect immediately prior to the Closing Date, certified by the New Jersey Division of Revenue, Certification and Status Unit; and (ii) the bylaws of the Corporation, as in effect on the Closing Date;
(c) minute books, stock certificate and transfer books, corporate seal and other corporate records of the Corporation;
(d) the Line of Credit Agreement, the Put and Call Agreement, and Employment Agreement, each duly executed;
(e) evidence reasonably acceptable to Buyer that there are no tax liens of record against the Corporation;
(f) omitted;
(g) all other documents and instruments required under this Agreement; and
(h) all other documents and instruments reasonably requested by Buyer in connection with the consummation of these transactions.
Documents, Certificates and Other Items. Buyer will have delivered or caused to be delivered to Sellers all of the documents or instruments required under this Agreement.
Documents, Certificates and Other Items. Seller will have delivered or caused to be delivered to Buyer:
(a) an Assignment and Xxxx of Sale, duly executed;
(b) the Agreement Pending Purchase Consummation described in Section 2.4;
(c) the Escrow Agreement described in Section 2.1;
(d) Certificates of Good Standing, issued by the Secretaries of the State of Illinois and Delaware (and any other states in which Seller operates the Business and is required to be qualified to do business therein) evidencing Seller's standing in such states, dated within 20 days of the Closing Date;
(e) all keys and authorizations for transfer of Seller's post office boxes to Buyer;
(f) all other documents and instruments required under this Agreement; and
(g) all other documents and instruments reasonably requested by Buyer in connection with the consummation of these transactions.
Documents, Certificates and Other Items. Platinum will have delivered or caused to be delivered to Black Box:
(a) instruments of transfer for each of the Interests duly executed by Seller in favor of Purchaser;
(b) resignations and releases of liability from all of the officers and directors (or persons holding similar positions) of each Company and Subsidiary;
(c) minute books, member and partnership interests and stock records and transfer books, seal and other records of each Company and Subsidiary;
(d) a Transition Services Agreement in the form of Exhibit C hereto (the “Transition Services Agreement”) duly executed by Platinum;
(e) (i) a current Certificate of Good Standing (long form, where available) for each Company and Subsidiary issued by the Secretary of State of the state of organization or incorporation of such Company or Subsidiary and (ii) a current Certificate of Good Standing for each Company and Subsidiary issued by the Secretary of State for the states listed opposite the name of such Company or Subsidiary on Schedule 4.1(a) or Schedule 4.1(b), as the case may be, evidencing the corporate standing in such state of such Company or Subsidiary, provided, however, that no Certificate of Good Standing shall be required for NextiraOne Canada ULC from the province of Ontario);
(f) the General Escrow Agreement, the Special Escrow Agreement and the Agreement Regarding Escrows substantially in the form of Exhibit E hereto (the “Agreement Regarding Escrows”), duly executed by Platinum;
(g) a certificate of non-foreign status in form and substance reasonably acceptable to Black Box and duly executed by Platinum, as contemplated under Section 1.445-2(b)(2) of the Treasury Regulations promulgated under the Code, certifying that Platinum or such other person as specified by such section of such Treasury Regulations is not a foreign person; and
(h) all other documents and instruments reasonably requested by Black Box in connection with the transactions contemplated by this Agreement; provided that neither Platinum nor its counsel shall be required to provide a legal opinion in connection herewith.
