Items to be Delivered. (a) On the Agreement Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible as set forth below:
(i) This Agreement;
(ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any;
(b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible as set forth below:
(i) The executed Future Spread Custodial Account Agreement;
(ii) The executed Future Spread Custodial Account Control Agreement;
(iii) The executed Future Spread Reserve Account Agreement;
(iv) The executed Future Spread Reserve Account Control Agreement;
(v) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements;
(vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes;
(vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder;
(viii) The duly executed corporate certificate of Seller required by Section 9.07;
(ix) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller;
(x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates;
(xi) The duly executed corporate certificate of Purchaser required by Section 10.05;
(xii) A certificate of good standing of Purchaser dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser;
(xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in th...
Items to be Delivered. BY THE COMPANY TO THE HSI STOCKHOLDER AT THE CLOSING.
(a) An Exchange Agreement duly executed by an authorized representative of the Company.
(b) A certificate representing the Exchange Shares will be delivered to the HSI Stockholder within three business days after the Closing.
Items to be Delivered. At the Closing: (A) Seller shall: (1) deliver to Buyer a bxxx of sale substantially in the form attached hereto as Exhibit B (the “Bxxx of Sale”) to transfer and vest in Buyer good and marketable title to the Equipment, free and clear of all liens and encumbrances; and (2) make the Equipment available to the Buyer at Seller’s location up to the 10th of January 2021; and (B) Buyer shall deliver to Seller the 100% of the Purchase Price, by wire transfer in accordance with Seller’s written instructions. Buyer shall arrange promptly take possession of the Equipment.
Items to be Delivered. At the Closing: (A) Seller shall: (1) deliver to Buyer a xxxx of sale substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale”) to transfer and vest in Buyer good and marketable title to the Equipment, free and clear of all liens and encumbrances; and (2) make the Equipment available to the Buyer at Seller’s location up to the 31st of December 2012; and
Items to be Delivered. EF-60 Ozonix® unit(s) _____ copies of EF-60 Ozonix® Operations and Maintenance Manual Domestic Delivery Address: Manufacturer’s Stuart, Florida manufacturing facility [except with respect to the first two (2) units, which shall be at the relevant frac site] Carrier [advised by Hydrozonix LLC]: ____________ ____________ ____________ Telephone: This Technology License Agreement (this “Agreement”) is entered into as of July 15, 2009 (“Effective Date”) by and between Ecosphere Energy Services, LLC, a Delaware limited liability company (“Licensee”), and Ecosphere Technologies, Inc., a Delaware corporation (“Licensor”). The parties hereby agree as follows:
Items to be Delivered. At the Closing: (A) VPA shall: (1) deliver to Buyer a xxxx of sale substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale”) to transfer and vest in Buyer good and marketable title to the Equipment, free and clear of all liens and encumbrances; and (2) make the Equipment available to the Buyer at PMT up to the st of 2021; and (B) Buyer shall: (1) deliver to VPA 100% of the Purchase Price, by wire transfer in accordance with VPA’s written instructions or by certified funds; and (2) provide proof of insurance coverage required by Section 9.2 below.
Items to be Delivered. At the Closing: (A) Seller shall deliver to Buyer: (1) such deeds, bills of sale, endorsements, assignments, title transfer documents and other good and sufficient instruments of transfer, conveyance, and assignment satisfactory to Buyer and its counsel as shall be effective to vest in and warrant to Buyer good and marketable title to the Equipment, free and clear of all mortgages, security agreements, pledges, charges, claims, liens, and encumbrances, including, without limitation, the xxxx of sale attached hereto as Exhibit B; (2) all Non-Proprietary manuals, repair and maintenance history documentation and other documents and records pertaining to each item of the Equipment; and (3) the certificate referenced in section 7.1(E); and (B) Buyer shall deliver to Seller the Purchase Price, by wire transfer in accordance with Seller’s written instructions. Simultaneously with delivery of the foregoing, Seller shall take all steps as may be required to put Buyer in actual possession and operating control of the Equipment, Additionally, Buyer will cooperate with the Seller in responding to ongoing Seller customer requests for samples under terms to be negotiated on a case by case basis or until such time the Buyer and Seller agree on terms to license the Sellers Intellectual Property.
Items to be Delivered. At the Closing: (A) Seller shall: (1) deliver to Buyer a bill of sale substantially in the form attached hereto as Exhibit B (the “Bill of Sale”) to transfer and vest in Buyer good and marketable title to the Equipment, free and clear of all liens and encumbrances; and (2) make the Equipment available to the Buyer at Seller’s location up to the (“Final Date for Buyer to Obtain Purchased Equipment”); and (B) Buyer shall deliver to Seller the 10% of the Purchase Price, by wire transfer in accordance with Seller’s written instructions then the remaining 90% of the Purchase Price by the (“Initial Date of Purchase Agreement”). Buyer shall arrange promptly take possession of the Equipment.
Items to be Delivered. TO BUYER BY THE SELLER AND THE PRINCIPAL SHAREHOLDER.
(a) Full and complete responses to the due diligence request list of Buyer including but not limited to the following:
(b) Articles of Incorporation and amendments thereto, by-laws and amendments thereto, certificate of good standing in the Seller's state of incorporation;
(c) all minutes and resolutions of the board of directors and of the shareholders (and meetings of shareholders) in possession of the Seller;
(d) shareholder list of the Seller;
(e) all financial statements and tax returns in possession of the Seller;
(f) all applicable schedules hereto;
(g) Letter from the Seller's current officers and directors to be effective upon Closing and confirming that they have no claim against the Seller in respect of any outstanding remuneration or fees of whatever nature to be effective upon Closing and after the appointments of officers and directors by Buyer;
(h) The Pledge Agreement;
(i) The Escrow Agreement;
(j) The Sale of Subsidiaries Agreement;
(k) The Lock-Up Agreement (as defined below); and
(l) The Shares Certificate.
Items to be Delivered. TO THE PURCHASER BY COMPANY MANAGEMENT. The following shall be delivered by Company Management to the Purchaser on the Closing Date:
(a) this Agreement executed by Company Management as to Sections 2.4, 3.2, 4.3 and 5.4(c) of this Agreement only;
(b) certificates representing the Management Shares; and (c) duly executed stock powers or other appropriate transfer documents with respect to the Management Shares executed in blank by Company Management.
