Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer (or, if Buyer so elects, to its designee) the following:
(a) the share certificates for the Management Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;
(b) the share certificate for the HemcoNic Interest duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;
(c) written resignations of each of the directors of the Acquired Companies;
(d) the Cooperation Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer;
(e) the Transition Services Agreement duly executed by Affiliate(s) of Sellers reasonably acceptable to Buyer;
(f) a Seller Release duly executed by Sellers;
(g) if not already executed and delivered, the Management Services Agreement duly executed by an Affiliate of Sellers reasonably acceptable to Buyer;
(h) a written legal opinion from Kutkevicius Xxxxx, LLP, counsel to TWL, addressed to Buyer, dated as of the Closing Date, covering matters relating to TWL, in a form reasonably acceptable to Buyer and its counsel;
(i) executed documentation for the sale and transfer of the Excluded HemcoNic Interests to an Affiliate of Sellers in consideration for a promissory note (the “Forestry Note”) and the assignment of the Forestry Note as directed by Sellers, all to be effective on a date in 2011 reasonably acceptable to the parties; and
(j) such other documents as Buyer shall reasonably request.
Documents to be Delivered by Sellers. At the Closing, Sellers and Shareholders shall deliver, or cause to be delivered, to Buyer the following:
(a) one or more executed deeds (in a mutually satisfactory form), bills of sale, instruments of transfer of bank accounts listed in Schedule 8.1, assignments of intellectual property, instruments of assignment or certificates of title, dated the Closing Date, transferring to Buyer all of the Sellers' right, title and interest in and to the Assets together with possession of the Assets;
(b) documents evidencing the assignment and assumption of the assignable Contracts referred to in Section 1.3 and the assignment of any assignable permits and licenses referred to in Section 1.4;
(c) a copy of resolutions of the board of directors of each Seller and Shareholder authorizing the execution, delivery and performance of this Agreement by each Seller and Shareholder and a certificate of the secretary or assistant secretary of each Seller and Shareholder, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(d) a certificate, dated the Closing Date, executed by an officer of each Seller and Shareholder certifying to the fulfillment of the conditions specified in Sections 7.1(a) and 7.1(b);
(e) a favorable opinion of the General Counsel or Associate General Counsel to each Seller and Shareholder, subject to customary qualifications and limitations, as to the due execution and delivery of this Agreement and the documents delivered by each Seller and Shareholder at the Closing and as to the matters set forth in Sections 4.1 and 4.2, and, to the best of such counsel's knowledge, Sections 4.3 and 4.12;
(f) the affidavit of Sellers required by Section 1445(b)(2) of the Code; and
(g) such documentation and instruments as are reasonably requested by the title insurance company insuring Buyer's title to the Real Property.
Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver to Purchaser the following documents:
(i) Copies of resolutions of each of the Sellers certified by a Secretary, Assistant Secretary or other appropriate officer of such entity, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;
(ii) Executed deeds, bills of sale or other appropriate instruments of transfer with respect to all of the Real Property, Personal Property, Inventory, Accounts Receivable and any other Assets not transferred or assigned by any other documents or instruments described in this Section;
(iii) Executed and acknowledged Assignments by ASTI sufficient to transfer title to the Intellectual Property;
(iv) Executed assignment and assumption agreements with respect to the Contracts;
(v) Executed documents of assignment or transfer with respect to each of the permits, licenses and authorizations listed in Schedule 4.17;
(vi) One executed assumption of liability agreement by which Purchaser will assume the Assumed Liabilities pursuant to Section 3.1 (the "Assumption of Liability Agreement");
(vii) One executed copy of the License Agreement;
(viii) A certificate of an appropriate officer of AlliedSignal relating to the representations, warranties and covenants of AlliedSignal made herein as provided in Section 8.1(b) and (c);
(ix) A share transfer agreement in customary form and a certificate in the name of Purchaser representing the ELAC Shares; (x) Any other document reasonably necessary to effectuate the transactions contemplated hereby;
Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver to Buyer the following documents, duly executed and in form acceptable to Buyer:
Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver to Buyer and Buyer Subsidiary, as applicable, the following:
(a) Officer's Certificate. The certificate, dated the Closing Date, duly executed by Sellers as required by Section 5.1(a)(iii).
Documents to be Delivered by Sellers. At the Closing, Sellers will deliver to Purchaser the following, at the expense of Sellers and in proper form for recording when appropriate:
Documents to be Delivered by Sellers. The following documents shall be delivered to Buyer at or prior to the Closing by Sellers:
Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser the following:
8.1.1 Transfer documents respectively applicable to the Shares as provided by the relevant regulations respectively applicable to such Companies, such as stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached, transfer forms (ordres de mouvement), or deeds of transfer of shares (actes de cession de parts), as well as evidence that where applicable, the statutory bodies of any Company or any Subsidiary has approved the transfer of the Shares.
8.1.2 written resignations of each of the directors of each Company and Subsidiary;
8.1.3 all FIRPTA Certificates;
8.1.4 a Non-Competition Agreement in the form set forth in Annex D;
8.1.5 a duly executed counterpart to the Transition Services Agreement;
8.1.6 a duly executed counterpart to the Trademark and Trade Name License Agreement;
8.1.7 an opinion of Weil, Gotshal & Xxxxxx LLP, counsel to Sellers, dated as of the Closing Date, substantially in the form attached hereto as Annex E;
8.1.8 an opinion of Xxxxxxxx Xxxx, Senior Vice President and General Counsel of Invensys, dated as of the Closing Date, substantially in the form attached hereto as Annex F;
8.1.9 a certificate executed by an officer of each Seller dated as of the Closing Date, evidencing compliance with the conditions set forth in Sections 7.1.1 and 7.1.2;
8.1.10 documents reasonably satisfactory to Purchaser and Sellers relating to the consummation of the transactions contemplated by the Xxxxxx termsheet attached as Annex G;
8.1.11 If required under Section 6.18, a Transition Agreement for China, duly executed by such Sellers and such Affiliates of the Sellers as the parties to this Agreement and their respective counsel shall deem reasonably necessary or appropriate; and
8.1.12 such other documents as Purchaser shall reasonably request.
Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver to Buyer the following:
(a) certificates (if any) evidencing the Membership Interests, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(b) the certificates referred to in Section 7.2(j);
(c) copies of all Consents received pursuant to Section 5.2 or referred to in Section 7.2(c);
(d) a receipt for the Closing Purchase Price;
(e) good standing certificates as of a recent date for each of JPTC and JPTCCM;
(f) a certificate from Sellers dated the Closing Date, in form and substance reasonably satisfactory to Buyer, setting forth a schedule of the Unknown Claims (as defined in Section 9.2) as of such date, and the aggregate amount reserved therefor in the financial statements of the Companies; and
(g) such other documents and instruments as may be reasonably requested by Buyers to effect or evidence the acquisition of the Membership Interests by Buyer and the other transactions contemplated hereby, in form and substance reasonably satisfactory to Buyers.
Documents to be Delivered by Sellers. At the Closing, Sellers shall deliver, or cause to be delivered, to SFO the following:
(i) The certificates representing all of the shares of each of the Corporations, duly endorsed for transfer or accompanied by duly executed stock powers, with the signatures of Sellers guaranteed;
(ii) The certificate required to be delivered pursuant to Section 5.5;
(iii) The legal opinion required to be delivered pursuant to Section 5.7 of this Agreement;
(iv) The other agreements, documents and instruments required by Sections 5.8 through 5.14;
(v) Articles of Amendment to the Articles of Incorporation of each professional association converting each professional association into a corporation and all resolutions of each professional association authorizing same;
(vi) Insurance policies providing professional liability coverage for NewCo and all Sellers in amounts of not less than $ 500,000 per occurrence and $ 1,500,000 aggregate on a claims made basis and prior acts coverage ("tail coverage") for all Corporations and Sellers providing continuity of coverage until the expiration of the applicable statute of limitations;
(vii) Sufficient documentation evidencing that the Corporation Plans have been terminated in accordance with Section 1.6;
(viii) Resignations of the officers and directors of each of the Corporations in accordance with Section 5.16; and
(ix) Any other documentation required to be delivered under this Agreement or otherwise requested to be delivered by SFO that is necessary or appropriate to consummate the transaction.
