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;
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Samples: Asset Purchase Agreement (L 3 Communications Corp), Asset Purchase Agreement (Southern California Microwave Inc)
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;
(xi) Sellers shall 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 Foreign 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
(xii) One executed Transition Services Agreement.
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Documents to be Delivered by Sellers. At the Closingrespective Closings (except as otherwise specified in this Section 12.1), Sellers the applicable Seller shall deliver to Purchaser the following documentsdocuments as appropriate:
(i) Copies 12.1.1 A Secretary's Certificate attaching copies of resolutions of each of the Sellers certified by a Secretary, Assistant Secretary or other appropriate officer of such entity, Seller's corporate action authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, providing evidence of the signatures and incumbency of each person signing any document or instrument delivered by Sellers to Purchaser in connection with the transactions contemplated hereby, and such other information and certifications relevant to the due authorization, execution and delivery of this Agreement as Purchaser may reasonably request, all certified by a Secretary, Assistant Secretary or other appropriate officer of Seller;
(ii) 12.1.2 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 SectionSection in the form of Exhibit A12.1.2, with respect to Avionics;
(iii) Executed and acknowledged Assignments by ASTI sufficient to transfer title to the Intellectual Property;
(iv) 12.1.3 Executed assignment and assumption agreements with respect to the Contracts;
(v) Executed documents Contracts in the form of assignment or transfer Exhibit A12.1.3, with respect to each of the permits, licenses and authorizations listed in Schedule 4.17Avionics;
(vi) One executed assumption 12.1.4 Executed assumptions of liability agreement by which Purchaser will assume the Assumed Liabilities pursuant to Section 3.1 in the form of Exhibit A12.1.5, with respect to Avionics;
12.1.5 An executed License Agreement covering the Licensed Intellectual Property in the form attached hereto as Exhibit C1.4 (to be delivered at the "Assumption of Liability Agreement"AES Closing);
(vii) One executed copy of the License Agreement;
(viii) 12.1.6 A certificate of an appropriate officer of AlliedSignal each Seller relating to the representations, warranties and covenants of AlliedSignal each Seller 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;herein.
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