Documents to be Delivered by Purchaser Sample Clauses
Documents to be Delivered by Purchaser. At the Closing, Purchaser will deliver to the Sellers, at the expense of Purchaser:
Documents to be Delivered by Purchaser. At the closing Purchaser shall deliver to Shareholders the following documents:
(a) Certificates for the number of shares of common stock of Purchaser as determined in Article 1 hereof.
(b) A certified copy of the duly adopted resolutions of the Board of Directors of Purchaser authorizing or ratifying the execution and performance of this Agreement and authorizing or ratifying the acts of its officers and employees in carrying out the terms and provisions thereof.
Documents to be Delivered by Purchaser. Subject to the terms and conditions of this Agreement (including Article 8 hereof), at the Closing, Purchaser shall make the wire transfer of funds called for by Section 2.1(c) and shall execute where applicable and deliver to Seller Parent:
(a) Executed Assignment and Assumption Agreement and such other undertakings and assumptions of Purchaser, in form reasonably satisfactory to Seller Parent, as shall be reasonably necessary for Purchaser to assume the Assumed Liabilities in accordance herewith;
(b) A certificate, dated the Closing Date and duly executed by a senior executive officer of Purchaser, to the effect that the conditions set forth in Section 8.2(b) have been satisfied;
(c) Secretaries’ certificates certifying to (i) resolutions adopted by Purchaser evidencing the authorizations described in Section 4.2; (ii) the constituent documents of Purchaser; and (iii) incumbency of the officers of Purchaser executing this Agreement and the Ancillary Agreements;
(d) Separately executed and acknowledged assignments, in recordable form and reasonably acceptable to Seller Parent, sufficient to transfer the Excluded Intellectual Property of the Transferred Entities (collectively, the “Purchaser Intellectual Property Assignments”) and powers of attorney in forms reasonably acceptable to Seller Parent executed by Purchaser permitting Seller Parent to prosecute any pending applications for such Intellectual Property rights; provided, however, that with respect to any non-US intellectual property, in the event any required governmental certifications have not been obtained by the Closing, such certifications shall be delivered as promptly as practicable after receipt;
(e) Executed Transition Services Agreement and FMP Support Agreement;
(f) The Notarial Deed, in a form reasonably acceptable to Seller Parent, executed by the Purchaser; and
(g) Required documentation of Purchaser to Seller Parent in connection with Transfer Taxes, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and use taxes.
Documents to be Delivered by Purchaser. At the Closing, Purchaser shall pay the Purchase Price to AlliedSignal and shall execute where applicable and deliver to AlliedSignal the following documents:
(i) Copies of resolutions of the Purchaser, certified by the Secretary or Assistant Secretary of Purchaser, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;
(ii) Executed assignment and assumption agreement with respect to the Contracts;
(iii) One executed Assumption of Liability Agreement;
(iv) A certificate of an appropriate officer of Purchaser relating to the representations, warranties and covenants made herein by Purchaser, as provided in Sections 8.2(b) and (c);
(v) One executed copy of the License Agreement;
(vi) Any other document reasonably necessary to effectuate the transactions contemplated hereby;
(vii) One resale certificate regarding inventory; and
(viii) One executed copy of the Transition Services Agreement.
Documents to be Delivered by Purchaser. At the Closing, Purchaser shall deliver to Seller the following:
(a) (i) a copy of resolutions adopted by the Board of Directors for each of Purchaser and Parent authorizing the execution, delivery and performance of this Agreement and the Purchaser’s Additional Agreements as appropriate, and (ii) a certificate of a duly authorized officer of Purchaser and Parent, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, and setting forth the incumbency of each person executing this Agreement, or any document required by this Section 7.03 on behalf of Purchaser or Parent; and
(b) a certificate duly executed by an executive officer of Purchaser, dated the Closing Date, with respect to Sections 7.01(b)(i) and (ii); and
(c) the TSA, dated the Closing Date, and duly executed and delivered by Purchaser.
Documents to be Delivered by Purchaser. At the Closing, Purchaser shall deliver to Seller the following ("Purchaser's Closing Documents"):
(a) evidence of payment of the Purchase Price in accordance with Section 2.2;
(b) the certificate referred to in Section 7.1(c);
(c) the Escrow Agreement;
(d) the Promissory Note; and
(e) the Security Agreement.
Documents to be Delivered by Purchaser. At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Purchaser. At the Closing, Purchaser shall deliver to Seller the following:
(a) evidence of the wire transfer referred to in Section 3.3;
(b) the Assignment Agreement, duly executed by Purchaser;
(c) a certificate of an officer of Purchaser certifying that the closing conditions set forth in Sections 9.3(b) and 9.3(c) have been satisfied; and
(d) such other documents, instruments and certificates as counsel for Purchaser and Seller mutually agree to be reasonably necessary to consummate the transactions described herein.
Documents to be Delivered by Purchaser. At the Closing, Purchaser shall deliver to Sellers the following:
(a) The Initial Purchase Price;
(b) the Local Agreements to the extent set forth on Schedule 8.3 or otherwise agreed upon by the parties;
(c) a copy of each Ancillary Agreement, duly executed by Purchaser and/or the relevant Company;
(d) the certificate required under Section 7.2; and
(e) such other documents as Sellers may reasonably request to consummate the transactions contemplated by this Agreement.
Documents to be Delivered by Purchaser. At the closing Purchaser shall deliver to Shareholder the following documents:
(a) A Certificate for the number of shares of common stock of Purchaser as determined in Article 1 hereof.
(b) A certified copy of the duly adopted resolutions of the board of directors of Purchaser authorizing or ratifying the execution and performance of this Agreement and authorizing or ratifying the acts of its officers and employees in carrying out the terms and provisions thereof.
(c) A certificate signed by the President of the Purchaser that the representations and warranties made by the Purchaser in this Agreement are true and correct on and as of the closing date with the same effect as though such representations and warranties had been made on or given on and as of the closing date and that the Purchaser has performed and complied with all of its obligations under this Agreement which are to be performed or complied with by or prior to or on the closing date.
(d) Documents for the appointment of new management and the resignation of current management.
(e) Duly executed documents evidencing the surrender for cancellation of all but 5,000 shares of common stock of the Purchaser held by the President of the Purchaser.
(f) The opinion of Purchaser's counsel as required by Section 8.09 of this Agreement.