Common use of Documents to be Delivered by Sellers Clause in Contracts

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 and Shareholders shall deliver, or cause deliver to be delivered, to Buyer Purchaser the followingfollowing documents: (ai) 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 Copies of resolutions of each of the board Sellers certified by a Secretary, Assistant Secretary or other appropriate officer of directors of each Seller and Shareholder such entity, 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 effecttransactions contemplated hereby; (dii) a certificateExecuted deeds, dated bills of sale or other appropriate instruments of transfer with respect to all of the Closing DateReal Property, executed Personal Property, Inventory, Accounts Receivable and any other Assets not transferred or assigned by an officer of each Seller any other documents or instruments described in this Section; (iii) Executed and Shareholder certifying acknowledged Assignments by ASTI sufficient to transfer title to the fulfillment 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 conditions specified permits, licenses and authorizations listed in Sections 7.1(aSchedule 4.17; (vi) and 7.1(bOne executed assumption of liability agreement by which Purchaser will assume the Assumed Liabilities pursuant to Section 3.1 (the "Assumption of Liability Agreement"); (evii) a favorable opinion One executed copy 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 4.12License Agreement; (fviii) A certificate of an appropriate officer of AlliedSignal relating to the affidavit 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; (xi) Sellers required by Section 1445(b)(2shall have delivered to Purchaser certificate(s) in form and substance reasonably satisfactory to Purchaser, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding pursuant to the provisions of the CodeForeign Investment Real Property Tax Act (e.g., a certificate of non-foreign status as provided in Treasury Regulation section 1. 1445-2(b)(2)(iii)(B)); and (gxii) such documentation and instruments as are reasonably requested by the title insurance company insuring Buyer's title to the Real PropertyOne executed Transition Services Agreement.

Documents to be Delivered by Sellers. At Completion, the Closing, Sellers and Shareholders shall deliver, or cause to be delivered, to Buyer the Buyers the following: 1.1. a transfer of the Sale Shares, in agreed form, executed by the registered holder in favour of the UK Buyer; 1.2. the share certificates for the Sale Shares in the name of the registered holder or an indemnity, in agreed form, for any lost certificates; 1.3. a duly certified copy of any power of attorney under which any document to be delivered to the Buyers under this paragraph 1 has been executed; 1.4. the share certificates in respect of all issued shares in the capital of each of the subsidiaries or an indemnity for lost share certificates; 1.5. in relation to each member of the Target Group the statutory registers and minute books (a) one or more duly written up to the time of Completion); 1.6. the written resignation, in agreed form and executed deeds as a deed, of the Directors and company secretaries of the Company and the Subsidiaries (in a mutually satisfactory formif applicable), bills from their respective offices with the Company or Subsidiary notified by the Buyers prior to Completion : 1.7. the written resignation of salethe auditors of the Company and each of the Subsidiaries (if applicable), instruments in agreed form and accompanied in each case by: 1.7.1. a statement in accordance with section 519 of transfer the Companies Xxx 0000 that there are no circumstances connected with the auditors’ resignation which should be brought to the notice of the members or creditors of the Company or the relevant Subsidiary; and 1.7.2. a written assurance that the resignation and statement have been, or will be, deposited at the registered office of the Company or Subsidiary (as the case may be) in accordance with section 519 of the Companies Xxx 0000; 1.8. signed minutes, in agreed form, of each of the board meetings required to be held pursuant to Part 3 of this Schedule 3; 1.9. in relation to the Company and each Subsidiary: 1.9.1. print-outs of bank accounts listed statements from each bank at which it has an account, giving the balance of each account at the close of business on the last Business Day before Completion; 1.9.2. all cheque books in Schedule 8.1current use and written confirmation that no cheques have been written since the statements delivered above were prepared; 1.9.3. details of its cash book balances; and 1.9.4. reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered above, 1.10. all title deeds and other documents relating to the Properties; 1.11. all charges, assignments of intellectual propertymortgages, instruments of assignment debentures and guarantees to which the Company or certificates of title, dated the Closing Date, transferring to Buyer all any of the Sellers' rightSubsidiaries is a party and, title in relation to each such instrument and interest any covenants connected with it: 1.11.1. a sealed discharge or release in agreed form; and 1.11.2. if applicable, a sworn and to the Assets together with possession completed Form MG02 (statement of satisfaction in full or in part of mortgage or charge); 1.12. a certified copy of the Assets; (b) documents evidencing the assignment and assumption of the assignable Contracts referred to resolution, 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 agreed form, adopted by the board of directors of each the Seller and Shareholder authorizing authorising 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 CodeTransaction; and (g) such documentation and instruments as are reasonably requested 1.13. the Services Agreement duly executed by the title insurance company insuring Buyer's title Seller; 1.14. the Tax Deed duly executed by the Seller; 1.15. the TSA duly executed by the Sellers; 1.16. documentation evidencing implementation and completion of the Pre-Completion Restructure; 1.17. the Dutch Deed of Transfer, duly executed by the Dutch Seller; 1.18. the Dutch Records; 1.19. the Supplementary Disclosure Letter, duly signed by the Sellers; 1.20. the Crucell Licence duly executed by Crucell Holland B.V.; 1.21. a copy of the 2014 Management Accounts supplemented by the year to date February 2014 trial balances of the Real Property.Service Division Operating Companies;

Documents to be Delivered by Sellers. At On the ClosingClosing Date, the Sellers and Shareholders shall deliver, or shall cause to be delivered, to Buyer the following: (a) one or more executed deeds (in a mutually satisfactory form), bills A Certificate of sale, instruments the Secretary of transfer of bank accounts listed in Schedule 8.1, assignments of intellectual property, instruments of assignment or certificates of titleCFC, dated the Closing Date, transferring to Buyer all certifying that attached thereto are true and complete copies of (i) consents of the Sellers' rightpartners of Xxxxxxx, title the members of Jet Center and interest in and to the Assets together with possession resolutions of the AssetsBoard of Directors of CFC, which authorize (a) the execution and delivery by each Seller of this Agreement and each of the Collateral Agreements, and (b) the consummation of the transactions contem- plated hereby and thereby by each Seller; and (ii) the certificate of limited partnership and partnership agreement of Xxxxxxx, the articles of organization and operating agreements of Jet Center and the charter and bylaws of CFC, each as in effect as of the date of such certification, and certifying the identity and incumbency of the officers and directors of CFC; (b) documents evidencing A good standing certificate dated as of a date reasonably close to the assignment Closing Date of CFC 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 1.4each Seller; (c) An opinion letter from Gray Xxxx Xxxx & Xxxxxxxxxxx, a copy of resolutions of Professional Corporation, counsel to Sellers, in 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 effectform attached hereto as Exhibit F; (d) a certificate, dated the Closing Date, executed by an officer A bill of each Seller sale and Shareholder certifying to the fulfillment other instruments of the conditions specified conveyance referenced in Sections 7.1(a) and 7.1(b);Section 2.6 of this Agreement; and (e) a favorable opinion of the General Counsel Such other documents, instruments or Associate General Counsel to each Seller and Shareholder, subject to customary qualifications and limitations, agreements 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 may be reasonably requested by Buyer to effectuate the title insurance company insuring Buyer's title to the Real Propertytransactions contemplated by this Agreement.

Documents to be Delivered by Sellers. At Completion, the Closing, Sellers and Shareholders shall deliver, or cause to be delivered, to Buyer the Buyers the following: 1.1. a transfer of the Sale Shares, in agreed form, executed by the registered holder in favour of the UK Buyer; 1.2. the share certificates for the Sale Shares in the name of the registered holder or an indemnity, in agreed form, for any lost certificates; 1.3. a duly certified copy of any power of attorney under which any document to be delivered to the Buyers under this paragraph 1 has been executed; 1.4. the share certificates in respect of all issued shares in the capital of each of the subsidiaries or an indemnity for lost share certificates; 1.5. in relation to each member of the Target Group the statutory registers and minute books (a) one or more duly written up to the time of Completion); 1.6. the written resignation, in agreed form and executed deeds as a deed, of the Directors and company secretaries of the Company and the Subsidiaries (in a mutually satisfactory formif applicable), bills from their respective offices with the Company or Subsidiary notified by the Buyers prior to Completion : 1.7. the written resignation of salethe auditors of the Company and each of the Subsidiaries (if applicable), instruments in agreed form and accompanied in each case by: 1.7.1. a statement in accordance with section 519 of transfer the Companies Xxx 0000 that there are no circumstances connected with the auditors’ resignation which should be brought to the notice of the members or creditors of the Company or the relevant Subsidiary; and 1.7.2. a written assurance that the resignation and statement have been, or will be, deposited at the registered office of the Company or Subsidiary (as the case may be) in accordance with section 519 of the Companies Xxx 0000; 1.8. signed minutes, in agreed form, of each of the board meetings required to be held pursuant to Part 3 of this Schedule 3; 1.9. in relation to the Company and each Subsidiary: 1.9.1. print-outs of bank accounts listed statements from each bank at which it has an account, giving the balance of each account at the close of business on the last Business Day before Completion; 1.9.2. all cheque books in Schedule 8.1current use and written confirmation that no cheques have been written since the statements delivered above were prepared; 1.9.3. details of its cash book balances; and 1.9.4. reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered above, 1.10. all title deeds and other documents relating to the Properties; 1.11. all charges, assignments of intellectual propertymortgages, instruments of assignment debentures and guarantees to which the Company or certificates of title, dated the Closing Date, transferring to Buyer all any of the Sellers' rightSubsidiaries is a party and, title in relation to each such instrument and interest any covenants connected with it: 1.11.1. a sealed discharge or release in agreed form; and 1.11.2. if applicable, a sworn and to the Assets together with possession completed Form MG02 (statement of satisfaction in full or in part of mortgage or charge); 1.12. a certified copy of the Assets; (b) documents evidencing the assignment and assumption of the assignable Contracts referred to resolution, 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 agreed form, adopted by the board of directors of each the Seller and Shareholder authorizing authorising 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 CodeTransaction; and (g) such documentation and instruments as are reasonably requested by the title insurance company insuring Buyer's title to the Real Property.