Documents Delivered by Seller. Subject to the terms and conditions hereof, on the Closing Date, Seller shall deliver to Buyer the following documents and instruments: (i) stock certificates evidencing the shares, with the assignments endorsed thereon or with an executed assignment separate from the certificate; and (ii) one (1) original resolution of the board of directors of the Company acknowledging the sale of the Shares and approving any other documents to be executed by the Company;
Documents Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following, duly executed by the appropriate parties, subject to satisfaction of the conditions precedent to the obligations of Seller stated herein:
Documents Delivered by Seller. At the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer, and Buyer shall acquire from Seller, all of the Purchased Assets. To effect such sale and delivery, Sellers will deliver the following to Buyer or Buyer’s agents at Closing in form and substance reasonably satisfactory to Buyer, as shall be effective to vest in Buyer all of Seller’s rights in and under the Purchased Assets as provided for in this Agreement:
(a) a general xxxx of sale transferring the Purchased Assets to Buyer, and such other similar instruments of conveyance, transfer and assignment as may be necessary under the laws of the state in which such assets are located to convey to Buyer good and marketable title to all personal property included in the Purchased Assets;
(b) assignments of the Intellectual Property in a form sufficient for filing;
(c) all consents to the assignment to Buyer of the Contracts designated on Schedules 1.1(h) and 4.8 of this Agreement as requiring such consent as a condition to Closing;
(d) a certificate signed by the chief executive officer of Seller, dated as of the Closing Date, certifying that the conditions specified in Section 9.2 of this Agreement have been satisfied in full;
(e) certified copies of resolutions duly adopted by the Board of Directors of Seller authorizing the execution and delivery of this Agreement and the sale and transfer of the Purchased Assets to Buyer;
(f) Consulting Agreement covering the one individual specified in Section 10.4;
(g) A New Real Estate Lease as noted in Section 9.1(d);
Documents Delivered by Seller. The Seller shall deliver to Palmera
(i) Stock Certificates for the Purchased Securities, duly endorsed for transfer or accompanied by a duly executed stock power, and
(ii) Any other documents and instruments reasonably requested by Palmera to consummate the transactions contemplated herein.
Documents Delivered by Seller. Concurrently with the execution and delivery of this Agreement, Seller is delivering to Purchaser each of the following items:
Documents Delivered by Seller. To effect the sale of the Assets and assumption of the Assumed Liabilities Seller shall, at the Closing, execute (as applicable) and deliver to Purchaser:
(i) one or more bills of sale, each in the form attached hereto as Exhibit H, conveying in the aggregate all of Seller's owned personal property included in the Assets;
(ii) Assignments of Personal Property Leases, each in the form attached hereto as Exhibit I, with respect to the Personal Property Leases;
(iii) Assignments of Contracts, each in the form attached hereto as Exhibit J, with respect to the Contract Rights;
(iv) Assignments of Seller's rights, title and interest to the name "ALL POST, INC." and all variations thereof);
(v) the Ancillary Agreements;
(vi) releases of any Encumbrances on the Assets (the "Release Documents"), including: (a) a UCC-2 Financing Statements executed by Sanwa Business Credit Corporation and Westar Capital and affliates with regard to a release of all liens and claims on the Assets and the Olive Street Property and (b) a reconveyance or release of items 12, 13 and 14 of the preliminary Title Policy;
(vii) the Deed of Trust in a form suitable for recording in the Los Angeles County Recorder's Office and UCC-1 Financing Statement;
(viii) all other third party consents required for the valid transfer of the Assets as contemplated by this Agreement, including the consents specified on Schedule 4.4; and
(ix) such other instruments as shall be requested by Purchaser to vest in Purchaser title in and to the Assets in accordance with the provisions hereof.
Documents Delivered by Seller. At the Closing Seller shall deliver to Buyer each and all of the following:
Documents Delivered by Seller. At the Closing, Seller shall -------------------------------- deliver to Buyer, all duly and properly executed, the following:
(i) An Officer's Certificate executed by the President of Seller, dated as of the Closing, certifying that all of Seller's representations and warranties are true and correct as of the Closing Date and Seller has performed all of its covenants and obligations required to be performed by it on or prior to Closing;
Documents Delivered by Seller. At the Closing, Seller will deliver to Purchaser the following:
a. Xxxx of Sale to all of the Assets, duly executed by Seller;
b. Releases or terminations of any financing statements or security agreements, if any, there be;
c. Consent from Xx. Xxxxxx X. Xxxxxx regarding substitution of Purchaser as obligor on Promissory Note;
d. Consent from Xxxxxx regarding assignment of the Lease Agreement;
e. Inventory evaluation and tabulation as of July 19, 1996; and
f. Clearance letter from Xxxxxx indicating that Seller is current with respect to any and all obligations owed to Xxxxxx.
Documents Delivered by Seller. In connection with Buyer's Inspections ----------------------------- and its review of the Condition of the Property, Seller has delivered and Buyer acknowledges receipt of the reports, documents and information set forth in Exhibit "F" attached hereto. -----------
