Documents to be Delivered by the Sellers. At the applicable Closing, the Sellers will deliver, or cause to be delivered, to Purchaser or any applicable Purchaser Designee, as the case may be, the following:
(a) where applicable, certificates or other evidence representing the Shares being sold, transferred and assigned at such Closing duly endorsed in blank (or accompanied by duly executed transfer powers);
(b) written resignations of the members of each of the board of directors, management committee or equivalent managing body of the Acquired Companies that are the subject of such Closing, whose names are set forth on Schedule 3.4(b);
(c) without prejudice to any rights under Article XI, a certificate of the Sellers in a form satisfactory to the Purchaser acting reasonably, executed on the Sellers' behalf by a duly authorized representative, representing and warranting to the Purchaser that as of the Closing Date, the conditions set forth in Section 8.2(a) (Representations and Warranties of the Sellers) and Section 8.2(b) (Performance of Obligations of the Sellers) have been and remain satisfied or waived, it being agreed that the effect of such certificate shall be that upon its delivery the representations and warranties of the Sellers contained in this Agreement shall be deemed made as of the Closing Date, with references in such representations and warranties to the Effective Date being deemed to be to the Closing Date;
(d) each of the Related Agreements duly executed by EME and any other applicable Seller that relate to such Closing;
(e) evidence of cancellation of the Project Notes or of the other Owner Notes, as the case may be, or endorsements and delivery or duly executed assignments thereof;
(f) evidence of any releases of any of the guarantees applicable to Acquired Companies that are the subject of such Closing provided by any AC Guarantee Party, if obtained, pursuant to Section 6.15;
(g) Foreign Implementing Agreements, if applicable;
(h) the unconditional and irrevocable agreement and commitment of the holder of the Contact Transfer Payment Obligation referred to in Section 3.2;
(i) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) that the share register for FHH (Guernsey) Limited contains appropriate entries reflecting the purchase of the Project Shares of FHH (Guernsey) Limited by the applicable Purchaser Designee;
(j) at the First Closing, evidence (in a form satisfactory to the Purchaser acting reasonably) of notarial deeds having been ...
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following:
(a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(b) the certificates referred to in Section 7.1(d) hereof;
(c) copies of all consents and waivers required by Section 7.1(g) hereof;
(d) Employment Agreements, substantially in the form of Exhibit 6.9 hereto, duly executed by each Seller;
(e) written resignations of each of the directors of the Company, other than Xxxxxxx Xxxxxxxxx;
(f) certificates of good standing with respect to the Company issued by the Secretary of State of the State of incorporation of the Company, and for each state in which the Company is qualified to do business as a foreign corporation; and
(g) such other documents as the Purchaser shall reasonably request.
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyers the following (the "the Buyers' Closing Transactions"):
(a) a certificate of an officer of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to the Buyers, certifying as to the fulfillment of the conditions set forth in Sections 11.1 through 11.8 hereof;
(b) opinions of the Sellers' counsel, dated the Closing Date, reasonably acceptable to the Buyers and their counsel;
(c) the Transaction Documents to which each Seller is a party;
(d) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to the Buyers, effecting the sale, transfer, assignment and conveyance of the Assets to the Buyers, including, but not limited to, the following:
(i) assignments of the Station Licenses;
(ii) bills of sale for all Personal Property;
(iii) warranty deeds for all Owned Real Property;
(iv) assignments of the Assumed Contracts; and
(v) assignments of all intangible personal property including all books, records, logs and similar assets;
(e) resolutions of the Sellers, authorizing the execution, delivery and performance of this Agreement, certified by the Sellers;
(f) the Mandatory Consents; and
(g) such other documents as may reasonably be requested by the Buyers' counsel.
Documents to be Delivered by the Sellers. At the Closing or as soon thereafter as reasonably possible (unless otherwise provided herein) but in no event later than the Extended Time, the Sellers shall deliver to the Acquiring Companies the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following:
(a) certificates of good standing with respect to the Company issued by the Secretary of State of the Delaware and for each state in which the Company is qualified to do business as a foreign corporation; and
(b) such other documents as the Purchaser shall reasonably request.
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following:
8.1.1 stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock transfer powers or forms and with all requisite stock transfer tax (including stamp duty) stamps attached;
8.1.2 one or more bills of sale in form and substance acceptable to Purchaser and the Sellers, covering all personal property included within the Transferred Assets and, where applicable, Mexican invoices that comply with the requirements established in the federal Fiscal Code of Mexico;
8.1.3 one or more warranty deeds in form and substance acceptable to Purchaser and the Sellers, covering all Owned Property included within the Transferred Assets;
8.1.4 an Assumption and Assignment Agreement in form and substance acceptable to Purchaser and the Sellers (the "Assignment and Assumption Agreement"), evidencing the assumption by Purchaser of the Assumed Liabilities;
8.1.5 assignment agreements providing for the assignment of the Fasco Intellectual Property to Purchaser, in form and substance acceptable to Purchaser and the Sellers;
8.1.6 a written release of all Liens on the Shares, the Transferred Assets and the assets of the Companies and Subsidiaries (other than the Asset Sellers) on which Liens have been placed, except for Permitted Exceptions;
8.1.7 amendments to each of the First Lien Credit Agreement dated as of February 6, 2007, as amended, and the Amended and Restated Second Lien Credit Agreement dated as of November 13, 2006, as Amended (the "Credit Agreements") in form and substance reasonably satisfactory to the Purchaser with respect to the subject matter of this Section 8.
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following:
(a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(b) the certificates referred to in Section 7.1(d) and 7.1(e) hereof;
(c) copies of all consents and waivers referred to in Section 7.1(g) hereof;
(d) the Employment Agreements, Consulting Agreement and the Lease;
(e) written resignation of each director of the Company;
(f) certificate of good standing with respect to the Company issued by the Secretary of State of the State of incorporation, and for each state in which the Company is qualified to do business as a foreign corporation; and
(g) such other documents as the Purchaser shall reasonably request.
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following:
(a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(b) the certificates referred to in Section 7.1(d) hereof;
(c) copies of all consents and waivers referred to in Section 7.1(g) hereof;
(d) Duly executed Employment Agreements referred to in Section 6.9 hereof;
(e) written resignations of each of the directors of the Company;
(f) certificates of good standing with respect to the Company and each Subsidiary issued by the Secretary of State of the State of incorporation of each, and for each state in which the Company or any Subsidiary is qualified to do business as a foreign corporation; and
(g) such other documents as the Purchaser shall reasonably request.
Documents to be Delivered by the Sellers. At the closing the Sellers will deliver or cause to be delivered to the Buyer:
(a) all assignments, consents and approvals in a form and content satisfactory to the Buyer’s counsel, appropriate to effectively vest in the Buyer good and marketable title to the Software and all intellectual property rights in and to the Software;
(b) the certificate of the Sellers required by section of this Agreement;
(c) the Amended and Restated Consulting Agreement, fully executed by the Sellers;
(d) source code to the Software, on media reasonably acceptable to the Buyer; and
(e) certified copies of those resolutions of the shareholders and directors of Cignal required to be passed to authorize the execution, delivery and implementation of this Agreement and of all documents to be delivered by Cignal under this Agreement.
Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following:
(a) copies of all consents and waivers referred to in Section 6.1(e) hereof;
(b) certificates of good standing with respect to the Company issued by the Secretary of the State of the California; and
(c) such other documents as the Purchaser shall reasonably request.
