Documents to be Delivered by Parent. At the Closing, Parent shall deliver to Transferee and Transferor, as applicable (unless otherwise agreed to by the parties):
(a) Copies of (i) the resolutions of the Board of Directors of Parent authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, (ii) Parent’s Articles of Incorporation, and (iii) Parent’s Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;
(b) Instruments transferring the Dividend Assets to Transferee free and clear of any and all Liens;
(c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Dividend Asset that requires such Consent, including, without limitation, orders or approvals of the regulatory bodies referred to in Sections 1.5, 5.1(f) and 9.3 hereof;
(d) The Officer’s Certificate required by Sections 6.1(e) and 6.2(e);
(e) Deeds in recordable form and in form and substance satisfactory to Transferee conveying the Real Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens;
(f) Releases, including, without limitation, termination statements under the UCC of any financing statements filed against any Dividend Assets, evidencing discharge, removal and termination of all Liens to which the Dividend Assets are subject (other than Liens relating to Assumed Indebtedness) in connection with any indebtedness described to be discharged by Closing, which releases shall be effective at or prior to the Closing;
(g) FIRPTA Affidavit; and
(h) Such other deeds, endorsements, assignments, affidavits, and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee good and marketable title in and to all of the Dividend Assets, free and clear of any and all Liens other than Permitted Liens.
Documents to be Delivered by Parent. On or before the Closing, Parent and the Acquirer shall deliver or cause to be delivered to the Company:
(a) a irrevocable transfer agent instruction letter for issuance of the Acquisition Shares to the Company Shareholders, which has been preapproved by the Parent’s transfer agent;
(b) an officers certificate containing articles, bylaws, and certified copies of such resolutions of the directors of Parent and the Acquirer as are required to be passed to authorize the execution, delivery and implementation of this Agreement;
(c) a certified copy of a resolution of the Shareholders of Parent t dated as of the Closing Date approving this Agreement and the Merger;
(d) an acknowledgement from Parent of the satisfaction of the conditions precedent set forth in Section 6.03 hereof;
(e) such other documents as the Company may reasonably require to give effect to the terms and intention of this Agreement.
Documents to be Delivered by Parent. At the Closing, Parent shall deliver or cause to be delivered to Buyer (or, to the extent required by applicable Law, to the relevant Designated Purchaser) the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Parent. On the Business Transfer Date, Parent will deliver, or will cause its appropriate Subsidiaries to deliver, to SplitCo all of the following instruments:
(i) the Ancillary Agreements to which Parent or any other member of the Parent Group is a Party, duly executed by the members of the Parent Group party thereto;
(ii) the Transfer Documents as described in Section 1.10 and Section 1.11;
(iii) resignations (or evidence of removal) of each of the individuals who serve as an officer or director of members of the Galleria Group in their capacity as such and the resignations of any other Persons that will be employees of any member of the Galleria Group after the Business Transfer Time and that are directors or officers of any member of the Galleria Group, to the extent requested by Acquiror, in each case effective as of the Effective Time; and
(iv) the certificate contemplated by Section 7.02(d).
Documents to be Delivered by Parent. At the Closing Parent shall deliver to the Company the following documents:
(a) Certificates for the number of shares of common stock of Parent as determined in Article 1 hereof.
Documents to be Delivered by Parent. On the Effective Date, ----------------------------------- or such other date as agreed in connection with the consummation the Plan, Parent shall contribute, transfer and deliver, or will cause the member of the Parent Group to contribute, transfer and deliver, to Sub and the members of the Sub Group all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "Ancillary Agreements"):
Section 4.1.1 A duly executed Intellectual Property Agreement;
Section 4.1.2 A duly executed Tax Allocation Agreement;
Section 4.1.3 A duly executed Corporate Services Agreement;
Section 4.1.4 A duly executed Use and Occupancy Agreement;
Section 4.1.5 A duly executed Registration Rights Agreement;
Section 4.1.6 Resignations of each person who is an officer or director of Parent or a member of the Parent Group, immediately prior to the Effective Date, and who will be employee, officer or director of Sub from and after the Effective Date; and
Section 4.1.7 Such other agreements, documents or instruments as Parent reasonably believes are necessary or desirable in order to achieve the purposes hereof.
Documents to be Delivered by Parent. At Closing, the Parent shall deliver to Company the following:
(a) Irrevocable means of transferring the Total Closing Consideration to the Company Sellers
(b) The Employment Agreement of Gxxx Xxxxxx duly executed by the Parent;
(c) The Parent's Closing Certificate as required by this Agreement;
(d) Such other customary instruments of transfer, assumption, filings or other documents, in form and substance satisfactory to Parent, as may be required to give effect to this Agreement.
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to M&G’s the following:
(a) A certificate, executed by an officer of Parent in such detail as M&G’s shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Effective Time. The delivery of such certificate shall constitute a representation and warranty of Parent as to the statements set forth therein.
(b) A copy of the resolutions adopted by (i) the shareholders and Board of Directors of Merger Sub, and (ii) the Board of Directors of Parent, approving this Agreement, the Merger and the transactions contemplated hereby, certified by their respective Secretaries.
(c) The Certificate of Merger, duly executed by the Parent and Merger Sub.
(d) Factual certificates, in a form and substance reasonably satisfactory to M&G’s and its counsel, confirming and supporting the representations of Parent contained in Section 5.2 of this Agreement.
(e) Such other customary certificates or documents as may be reasonably required by M&G’s.
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to the Company the following:
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to the Company the following:
(a) A certificate, executed by an officer of Parent in such detail as the Company shall reasonably request, certifying to the fulfillment or satisfaction of the conditions set forth in Sections 9.2(d) and 9.3(a), (b), (c) (with respect to Parent only) and (e). The delivery of such certificate shall constitute a representation and warranty of Parent as to the statements set forth therein.
(b) A copy of the resolutions adopted by the sole shareholder and Board of Directors of Sub approving this Agreement and the Merger, certified by its Secretary.
(c) An opinion of Craix X. Xxxxxxxx, Xxq., counsel of the Parent, dated as of the Closing Date, in a form acceptable to such counsel and the Company which covers the matters set forth in Sections 6.1, 6.2 and 6.4.
