Common use of Documents to Be Delivered at Closing by Seller Clause in Contracts

Documents to Be Delivered at Closing by Seller. At the Closing, Seller and/or Shareholders shall properly execute (if necessary) and deliver to Purchaser, or cause to be executed and delivered to Purchaser, the following: (a) A Xxxx of Sale and Assignment and Assumption Agreement (the (“Xxxx of Sale”), the form of which is attached to this Agreement as Exhibit B. (b) The Escrow Agreement. (c) The assignment of the Real Property Lease. (d) The third party consents or waivers necessary to assign or transfer to Purchaser each of the Assets set forth on Schedule 8.2(d). (e) The employment agreement by and between Purchaser and Xxxx X. Xxxxx (the “Employment Agreement”), in form satisfactory to Purchaser’s counsel. (f) The Covenants Not to Compete by and between Purchaser and each of Xxxxxx Xxxxxx and Xxxx X. Xxxxx (the “Noncompetition Agreements”), in form satisfactory to Purchaser’s counsel. (g) The transition services agreement by and between Purchaser and Xxxxxx Xxxxxx for the operation of Seller following the Closing and the transition of the Business to Purchaser (the “Transition Agreement”), in form satisfactory to Purchaser’s counsel. (h) An acknowledgement of DCA regarding ownership of intellectual property of Seller and termination of certain provisions contained in that certain Stockholders Agreement of DCA, dated as of June 8, 2005, by and between DCA, Seller and certain other parties (the “DCA Agreement”), in form satisfactory to Purchaser’s counsel. (i) A copy of Seller’s Articles of Incorporation, certified by the Delaware Secretary of State, Certificates of Good Standing for Seller issued by the Delaware Secretary of State and the New Jersey Secretary of State, and a foreign qualification issued by the New Jersey Secretary of State. All such documents shall be dated not earlier then ten (10) days prior to the Closing Date. (j) The Name Change Amendments. (k) A release by Xxxxxxx Xxxx (the “Xxxx Release”) to Seller and Purchaser acknowledging that Xxxxxxx Xxxx has never been issued, and is not entitled to be issued, any equity interest or option, warrant or equivalent right to receive an equity interest in, Seller, in form satisfactory to Purchaser’s counsel. (l) Shareholders shall have caused Seller to deliver to Purchaser Seller’s master contact list, which list contains some of the current and potential customers. (m) A certificate, executed by an officer of Seller, stating (i) that all covenants and agreements undertaken to be performed by Seller or the Shareholders under this Agreement have been taken or performed in all respects, (ii) certifying the attached resolutions of Seller’s board of directors and shareholders approving the transactions contemplated by this Agreement, and authorizing Seller to enter into this Agreement and the Attendant Documents to which it is a party, (iii) certifying the incumbency of the officers that will be signing this Agreement and the Attendant Documents to which it is a party, and (iv) attaching Seller’s bylaws and certifying that they are the current bylaws of Seller. (n) All of the Assets and all of the Leased Personal Property. (o) [intentionally omitted] (p) Such other documents and instruments as are contemplated in this Agreement or as Purchaser or Purchaser’s counsel may reasonably request in order to evidence or consummate the transactions contemplated in this Agreement or to effectuate the purpose or intent of this Agreement.

Documents to Be Delivered at Closing by Seller. At As of the Closing, Seller and/or Shareholders shall have properly execute executed (if necessary) and deliver delivered to Purchaser, or cause to be executed and delivered to Purchaser, the following: (a) A Warranty Xxxx of Sale and Assignment and Assumption Agreement (the (“Xxxx of Sale”), the form of which is attached to this Agreement as Exhibit B.E, (b) The Escrow This Agreement.; (c) The assignment of the Real Property Lease.Covenants; (d) The third party consents or waivers necessary to assign or transfer to Purchaser each of the Assets set forth on Schedule 8.2(d).Escrow Agreement; (e) The employment agreement by and between Purchaser and Xxxx X. Xxxxx (Intellectual Property Assignments covering the “Employment Agreement”)Intellectual Property, in form satisfactory substantially similar to Purchaser’s counsel.the assignments set forth on Exhibit F; (f) The Covenants Not Assignment of Warranty Contracts by Seller’s affiliates (to Compete by and between Purchaser and each of Xxxxxx Xxxxxx and Xxxx X. Xxxxx (the “Noncompetition Agreements”), extent named thereon) in form satisfactory substantially similar to Purchaser’s counsel.the assignment set forth on Exhibit G; (g) The transition services agreement by and between Purchaser and Xxxxxx Xxxxxx for the operation of Seller following the Closing and the transition of the Business to Purchaser (the “Transition Co-Existence Agreement”), in form satisfactory to Purchaser’s counsel.; (h) An acknowledgement of DCA regarding ownership of intellectual property of Seller and termination of certain provisions contained in that certain Stockholders Agreement of DCA, dated as of June 8, 2005, by and between DCA, Seller and certain other parties (the “DCA The License Agreement”), in form satisfactory to Purchaser’s counsel.; (i) A copy of Seller’s Articles of Incorporation, certified by the Delaware Secretary of State, Certificates of Good Standing for Seller organizational documents issued by the Delaware Secretary of State and the New Jersey Secretary of State, and a foreign qualification issued by the New Jersey Secretary of State. All such documents shall be dated not earlier then ten (10) days prior to the Closing Date.Companies House; (j) The Name Change Amendments. (k) A release by Xxxxxxx Xxxx (the “Xxxx Release”) to Seller and Purchaser acknowledging that Xxxxxxx Xxxx has never been issued, and is not entitled to be issued, any equity interest or option, warrant or equivalent right to receive an equity interest in, Seller, in form satisfactory to Purchaser’s counsel. (l) Shareholders shall have caused Seller to deliver to Purchaser Seller’s master contact list, which list contains some of the current and potential customers. (m) A certificate, executed by an officer of Seller, stating to the effect that (i) that all of the representations, warranties and covenants made by Seller in this Agreement are true and correct; and (ii) all covenants and agreements undertaken to be performed by Seller or the Shareholders under this Agreement have been taken or performed in all respects, (ii) certifying the attached resolutions performed. Attached to such certificate shall be a copy of Seller’s board organizational documents, bylaws and a copy of directors and shareholders the minutes or resolutions approving the transactions contemplated by in this Agreement, and authorizing the officer executing such certificate on behalf of Seller to enter into this Agreement and the Attendant Documents to which it is a partyshall certify that, (iii) certifying the incumbency as of the officers that will be signing this Agreement and the Attendant Documents to which it is a partyClosing Date, and (iv) attaching Seller’s such organizational documents, bylaws and certifying that they minutes or resolutions are the current bylaws of Seller.true, complete and correct, have not be altered or repealed and are in full force and effect; (nk) All Good and marketable title to all of the Assets free and clear of any and all of the Leased Personal Property.Liens; (ol) [intentionally omitted]Written Resolutions of Seller (to be filed by Purchaser at its own cost) authorizing changes of Seller’s names to such new names as do not include the word “BioRobotics” or any name confusingly similar thereto; and (pm) Such other documents and instruments as are contemplated in this Agreement or as Purchaser or Purchaser’s counsel may reasonably request in order to evidence or consummate the transactions contemplated in this Agreement or to effectuate the purpose or intent of this Agreement.

Documents to Be Delivered at Closing by Seller. At the Closing, Seller and/or Shareholders shall properly execute executed (if necessary) and deliver to Purchaser, or cause caused to be executed and delivered to Purchaser, the following: (a) A Warranty Xxxx of Sale and Assignment and Assumption Agreement (the (“Xxxx of Sale”), ) for the form purchase of which is attached to the Assets and Assets identified in this Agreement as Exhibit B.Agreement. (b) The Escrow AgreementCovenants Not to Compete (the “Covenants”), executed by Seller and each of the certificate holders and/or partners of Seller. (c) The assignment of the Real Property Lease. (d) The third party consents or waivers necessary to assign or transfer to Purchaser each of the Assets set forth on Schedule 8.2(d). (e) The employment agreement by and between Purchaser and Xxxx X. Xxxxx (the “Employment Agreement”), in form satisfactory to Purchaser’s counsel. (f) The Covenants Not to Compete by and between Purchaser and each of Xxxxxx Xxxxxx and Xxxx X. Xxxxx (the “Noncompetition Agreements”), in form satisfactory to Purchaser’s counsel. (g) The transition services agreement by and between Purchaser and Xxxxxx Xxxxxx for the operation of Seller following the Closing and the transition of the Business to Purchaser (the “Transition Agreement”), in form satisfactory to Purchaser’s counsel. (h) An acknowledgement of DCA regarding ownership of intellectual property of Seller and termination of certain provisions contained in that certain Stockholders Agreement of DCA, dated as of June 8, 2005, by and between DCA, Seller and certain other parties (the “DCA Agreement”), in form satisfactory to Purchaser’s counsel. (i) A copy of Seller’s Articles of Incorporation, certified by the Delaware Secretary of StateSate of the Commonwealth of Kentucky, Certificates and a Certificate of Good Standing (or analogous document) for Seller issued by the Delaware Secretary of State of the Commonwealth of Kentucky and the New Jersey Secretary of State, each and a foreign qualification issued by the New Jersey Secretary of Stateevery other state in which such Seller is authorized to do business. All such documents shall be dated not no earlier then ten than thirty (1030) days prior to the Closing Date. (j) The Name Change Amendments. (k) A release by Xxxxxxx Xxxx (the “Xxxx Release”) to Seller and Purchaser acknowledging that Xxxxxxx Xxxx has never been issued, and is not entitled to be issued, any equity interest or option, warrant or equivalent right to receive an equity interest in, Seller, in form satisfactory to Purchaser’s counsel. (l) Shareholders shall have caused Seller to deliver to Purchaser Seller’s master contact list, which list contains some of the current and potential customers. (md) A certificate, executed by an officer of Seller, stating to the effect that (i) that all of the representations, warranties and covenants made by Seller in this Agreement are true and correct on the Closing Date with the same effect as through made on and as of the Closing Date, (ii) all covenants and agreements agreement undertaken to be performed by Seller or the Shareholders under this Agreement have been taken or performed in all respects, (ii) certifying the attached resolutions of Seller’s board of directors and shareholders approving the transactions contemplated by this Agreement, and authorizing Seller to enter into this Agreement and the Attendant Documents to which it is a partyperformed, (iii) certifying since the incumbency date of this Agreement, Seller has operated the officers that will be signing this Agreement and Business only in the Attendant Documents to which it is a partyordinary course, and (iv) attaching there has been no material adverse change in the Business from the date of this Agreement to the Closing Date. Attached to such certificate shall be a copy of Seller’s bylaws and certifying that they a copy of all of the minutes or resolutions approving this transaction contemplated in this Agreement (as required by Section 9.1 and 9.2 above, and the officer of Seller executing such certificate shall certify that, as of the Closing Date, such bylaw as and minutes or resolutions are the current bylaws of Sellertrue, complete and correct, have not been altered or repealed and are in full force and effect. (ne) All of the Assets and all of the Leased Personal PropertyContracts as set forth in this Agreement and listed in Schedule “A”. (o) [intentionally omitted] (pf) Such other documents and instruments as are contemplated in this Agreement agreement or as Purchaser or Purchaser’s counsel may reasonably request in order to evidence or consummate the transactions contemplated in this Agreement or to effectuate the purpose or of intent of this Agreement. (g) A final Order from the Bankruptcy Court approving the sale contemplated by this Agreement (the “Sale Order”) from Seller to Purchaser.

Documents to Be Delivered at Closing by Seller. At the Closing, Seller and/or Shareholders shall properly execute (if necessary) and deliver to Purchaser, or cause to be executed and delivered to Purchaser, the following: (a) A Xxxx Warranty Bxxx of Sale and Assignment and Assumption Agreement (in regards to the (“Xxxx of Sale”)Assets, the form of which is attached to this Agreement as Exhibit B.D. (b) The Escrow An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement.”) in regards to the Assumed General Contracts and the Leases, the form of which is attached to this Agreement as Exhibit E. (c) The assignment of Covenant Not to Compete and Confidentiality Agreements in the Real Property Leaseforms set forth in Exhibits F, F-1, and F-2 hereto, to be executed by Seller, Fxxxx X. Xxxxxxx, and Txxxxxx X. Xxxxxxx, respectively. (d) The third party consents or waivers necessary An opinion of Jacob & Wxxxxxxxxx, P.C., counsel to assign or transfer Seller, addressed to Purchaser each Purchaser, the form of the Assets set forth on Schedule 8.2(d).which is attached to this Agreement as Exhibit G. (e) The employment agreement by and between Purchaser and Xxxx X. Xxxxx (the “Employment Agreement”), in form satisfactory to Purchaser’s counsel. (f) The Covenants Not to Compete by and between Purchaser and each of Xxxxxx Xxxxxx and Xxxx X. Xxxxx (the “Noncompetition Agreements”), in form satisfactory to Purchaser’s counsel. (g) The transition services agreement by and between Purchaser and Xxxxxx Xxxxxx for the operation of Seller following the Closing and the transition of the Business to Purchaser (the “Transition Agreement”), in form satisfactory to Purchaser’s counsel. (h) An acknowledgement of DCA regarding ownership of intellectual property of Seller and termination of certain provisions contained in that certain Stockholders Agreement of DCA, dated as of June 8, 2005, by and between DCA, Seller and certain other parties (the “DCA Agreement”), in form satisfactory to Purchaser’s counsel. (i) A copy of Seller’s Articles Certificate of IncorporationPartnership, certified by the Delaware Secretary State of StateDelaware, Certificates and a Certificate of Good Standing (or analogous document) for Seller issued by the State of Delaware Secretary of State and the New Jersey Secretary of State, each and a foreign qualification issued by the New Jersey Secretary of Stateevery other state in which such Seller is authorized to do business. All such documents shall be dated not earlier then ten (10) days prior to the Closing Date. (j) The Name Change Amendments. (k) A release by Xxxxxxx Xxxx (the “Xxxx Release”) to Seller and Purchaser acknowledging that Xxxxxxx Xxxx has never been issued, and is not entitled to be issued, any equity interest or option, warrant or equivalent right to receive an equity interest in, Seller, in form satisfactory to Purchaser’s counsel. (l) Shareholders shall have caused Seller to deliver to Purchaser Seller’s master contact list, which list contains some of the current and potential customers. (mf) A certificate, executed by an officer the general partner of Seller, stating to the effect (i) that all of the representations and warranties made by Seller in this Agreement are true and correct in all respects on the Closing Date with the same effect as though made on and as of the Closing Date, (ii) all covenants and agreements undertaken to be performed by Seller or the Shareholders under this Agreement have been taken or performed in all respects, (ii) certifying the attached resolutions of Seller’s board of directors and shareholders approving the transactions contemplated by this Agreement, and authorizing Seller to enter into this Agreement and the Attendant Documents to which it is a partyperformed, (iii) certifying since the incumbency date of this Agreement, Seller has operated the officers that will be signing this Agreement and Business only in the Attendant Documents to which it is a partyordinary course, and (iv) attaching there has been no material adverse change in the Business from the date of this Agreement to the Closing Date. Attached to such certificate shall be a copy of Seller’s bylaws Partnership Agreement and certifying that they a copy of all of the minutes or resolutions approving the transactions contemplated in this Agreement (as required by Section 9.1 (c)above), and the general partner of Seller executing such certificate shall certify that, as of the Closing Date, such Partnership Agreement and minutes or resolutions are true, complete and correct, have not be altered or repealed and are in full force and effect. (g) A Closing Statement (the current bylaws of “Closing Statement”) setting forth the Purchase Price and all closing adjustments as required by this Agreement. (h) The Employment Agreement (as defined below in Section 10.3 (c)); (i) The Indemnification Escrow Agreement. (j) Titles to all the vehicles owned by Seller. (n) All of the Assets and all of the Leased Personal Property. (o) [intentionally omitted] (pk) Such other documents and instruments as are contemplated in this Agreement or as Purchaser or Purchaser’s counsel may reasonably request in order to evidence or consummate the transactions contemplated in this Agreement or to effectuate the purpose or intent of this Agreement.

Documents to Be Delivered at Closing by Seller. At the Closing, Seller and/or Shareholders shall properly execute (if necessary) and deliver to Purchaser, or cause to be executed and delivered to Purchaser, the following: (a) A Xxxx Warranty Bxxx of Sale and Assignment and Assumption Agreement (in regards to the (“Xxxx of Sale”)Assets, the form of which is attached to this Agreement as Exhibit B.D. (b) The Escrow An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement.”) in regards to the Assumed General Contracts and the Leases, the form of which is attached to this Agreement as Exhibit E. (c) The assignment A Confidentiality Agreement and Covenant Not to Compete (the “Covenant Not to Compete”) in the form set forth in Exhibit F hereto, to be executed by both Seller and Lxx Xxxxxxxxx, a significant shareholder of the Real Property LeaseSeller. (d) The third party consents or waivers necessary An opinion of Jacob & Wxxxxxxxxx, P.C., counsel to assign or transfer Seller, addressed to Purchaser each Purchaser, the form of the Assets set forth on Schedule 8.2(d).which is attached to this Agreement as Exhibit G. (e) The employment agreement by and between Purchaser and Xxxx X. Xxxxx (the “Employment Agreement”), in form satisfactory to Purchaser’s counsel. (f) The Covenants Not to Compete by and between Purchaser and each of Xxxxxx Xxxxxx and Xxxx X. Xxxxx (the “Noncompetition Agreements”), in form satisfactory to Purchaser’s counsel. (g) The transition services agreement by and between Purchaser and Xxxxxx Xxxxxx for the operation of Seller following the Closing and the transition of the Business to Purchaser (the “Transition Agreement”), in form satisfactory to Purchaser’s counsel. (h) An acknowledgement of DCA regarding ownership of intellectual property of Seller and termination of certain provisions contained in that certain Stockholders Agreement of DCA, dated as of June 8, 2005, by and between DCA, Seller and certain other parties (the “DCA Agreement”), in form satisfactory to Purchaser’s counsel. (i) A copy of Seller’s Articles of Incorporation, certified by the Delaware Secretary Michigan Department of StateLabor and Economic Growth, Certificates Bureau of Commercial Services, and a Certificate of Good Standing (or analogous document) for Seller issued by the Delaware Secretary Michigan Department of State Labor and the New Jersey Secretary Economic Growth, Bureau of State, Commercial Services and a foreign qualification issued by the New Jersey Secretary of Stateeach and every other state in which such Seller is authorized to do business. All such documents shall be dated not earlier then ten (10) days prior to the Closing Date. (j) The Name Change Amendments. (k) A release by Xxxxxxx Xxxx (the “Xxxx Release”) to Seller and Purchaser acknowledging that Xxxxxxx Xxxx has never been issued, and is not entitled to be issued, any equity interest or option, warrant or equivalent right to receive an equity interest in, Seller, in form satisfactory to Purchaser’s counsel. (l) Shareholders shall have caused Seller to deliver to Purchaser Seller’s master contact list, which list contains some of the current and potential customers. (mf) A certificate, executed by an officer the President of Seller, stating to the effect (i) that all of the representations and warranties made by Seller in this Agreement are true and correct in all respects on the Closing Date with the same effect as though made on and as of the Closing Date, (ii) all covenants and agreements undertaken to be performed by Seller or the Shareholders under this Agreement have been taken or performed in all respects, (ii) certifying the attached resolutions of Seller’s board of directors and shareholders approving the transactions contemplated by this Agreement, and authorizing Seller to enter into this Agreement and the Attendant Documents to which it is a partyperformed, (iii) certifying since the incumbency date of this Agreement, Seller has operated the officers that will be signing this Agreement and Business only in the Attendant Documents to which it is a partyordinary course, and (iv) attaching there has been no material adverse change in the Business from the date of this Agreement to the Closing Date. Attached to such certificate shall be a copy of Seller’s bylaws and certifying that they a copy of all of the minutes or resolutions approving the transactions contemplated in this Agreement (as required by Section 9.1 (c) above), and the officer of Seller executing such certificate shall certify that, as of the Closing Date, such bylaws and minutes or resolutions are true, complete and correct, have not be altered or repealed and are in full force and effect. (g) A Closing Statement (the current bylaws of “Closing Statement”) setting forth the Purchase Price and all closing adjustments as required by this Agreement. (h) The Employment Agreement (as defined below in Section 10.3 (c)); (i) The Indemnification Escrow Agreement. (j) Titles to all the vehicles owned by Seller. (n) All of the Assets and all of the Leased Personal Property. (o) [intentionally omitted] (pk) Such other documents and instruments as are contemplated in this Agreement or as Purchaser or Purchaser’s counsel may reasonably request in order to evidence or consummate the transactions contemplated in this Agreement or to effectuate the purpose or intent of this Agreement.