Items to be Delivered at Closing Sample Clauses
Items to be Delivered at Closing. (a) At Closing, Seller shall deliver to Buyer the following:
(i) The Deeds. Each of the Deeds shall be substantially in the form attached hereto as Exhibit G-1.
(ii) The Bills of Sale. Each of the Bills of Sale shall be substantially in the form attached hereto as Exhibit G-2.
(iii) Assignments in the form of Exhibits G-3 and G-4, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit D to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements; together with all correspondence between Seller and the Tenants; an original executed copy of each of the Tenant Leases and each such Service Agreement; a letter in the form of Exhibit G-5 duly executed by Seller, addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.
(iv) An assignment in the form of Exhibit G-6, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all permanent certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property (together with original counterparts of such instruments).
(v) An original counterpart of each of the Tenant Estoppel Certificates and each of the SNDAs; and an original counterpart of each of the required Tenant Option Waivers and Tenant Right of First Refusal Waivers.
(vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Titl...
Items to be Delivered at Closing. In connection with the Closing and subject to the terms and conditions contained in this Agreement:
(a) Seller shall deliver to Purchaser the following:
(i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's right, title and interest in and to the Assets; and
(ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets.
(b) Purchaser shall deliver to Seller, and in the case of (i) to LP, the following:
(i) the wire transfer of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2); and
(ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto.
(c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certif...
Items to be Delivered at Closing. Seller shall have tendered for delivery to Buyer the following:
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained:
(a) Seller shall deliver to Buyer the following:
(1) a Bxxx of Sale in the form of EXHIBIT A attached hereto, an Assignment of Contracts and Other Rights in the form of EXHIBIT B attached hereto, and releases, if any are required, of any and all liens on the Assets of Seller;
(2) such other bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer the full and exclusive right, title and interest in and to the Assets except as otherwise disclosed in any schedules hereto; and
(3) all of the agreements, contracts, licenses, commitments, leases, plans, bids, quotations, proposals, instruments, computer programs and software, data bases whether in the form of computer tapes or otherwise, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondences, and other documents, books, records, papers, files, office supplies and data belonging to Seller which are part of the Assets; and simultaneously with such delivery, all such steps will be taken as may be required to put Buyer in actual possession and operating control of the Assets;
(b) Buyer shall deliver to or on behalf of the Seller the Purchase Price as required under SECTION 1.3.2.
(c) As of the Closing Date, the Buyer will assume and thereafter pay, perform and discharge and satisfy the liabilities of the Business set forth in SECTION 1.1.3.
Items to be Delivered at Closing. (a) At the Closing, and subject to the terms and conditions contained In this Agreement, Sellers shall deliver to Purchasers the following:
(i) The Interests, duly endorsed for transfer to Newco, or if uncertificated, an Assignment of Membership Interests in form and substance reasonably satisfactory to Purchasers.
(ii) All, agreements, Contracts, customer prospect lists, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondence, and other documents, books, records, papers, files and data belonging to NBS and used in the operation of the Business (“Business Records"). The Business Records shall be delivered in such form and media (e.g., written, electromagnetic, digital, etc.) as the Business Records are maintained by NBS in the ordinary course. Simultaneously with such delivery, all such steps will be taken as may be required to put Purchasers in actual possession and operating control of the Business.
(b) At the Closing, and subject to the terms and conditions contained in this Agreement, Newco and Fusion shall deliver to the Members the following:
(i) The cash portion of the Purchase Price, less the Hold Back;
(ii) The Fusion Stock; and
(iii) The Members' Note.
(c) In addition, each of the Parties shall deliver such other and further documents as may be required pursuant to the terms of this Agreement to consummate the Transactions, including without limitation, the escrow agreement contemplated by Section 2.4, below, the Membership Interest Assignment Agreement contemplated by Section 2.7(a)(i), above, and the employment agreement with Xxxxxxx contemplated by Section 6.5, below.
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained:
(a) Seller shall deliver to Purchaser the following:
(i) a duly executed Lease Assignment and Assumption Agreement (approved in writing by the owner of the Plant), Bill of Sale and Assignment and Assumption Agreement in sxxxxantially the forms attached hereto as EXHIBITS A-1, A-2, and A-3 respectively;
(ii) actual possesxxxx xxx operating control of all of the Purchased Assets;
(iii) a Commercial Services Agreement in substantially the form of EXHIBIT B hereto (the "SERVICES AGREEMENT") duly executed by Seller;
(iv) a Supply Agreement in substantially the form of EXHIBIT C hereto (the "SUPPLY AGREEMENT") duly executed by Seller;
(v) a Quality Agreement in substantially the form of EXHIBIT D hereto (the "QUALITY AGREEMENT") duly executed by Seller;
(vi) a Sublease Agreement in substantially the form of EXHIBIT E hereto (the "SUBLEASE AGREEMENT") duly executed by Seller; and
(vii) a Transition Services Agreement in substantially the form of EXHIBIT F hereto (the "TRANSITION AGREEMENT") duly executed by Seller. The parties acknowledge that the terms of the Quality Agreement, Sublease Agreement and Transition Agreement have not been fully negotiated and remain subject to reasonable and customary changes prior to Closing.
(b) Purchaser shall deliver to Seller the following:
(i) the Cash Payment in accordance with Section 1.3.1(a) hereof;
(ii) a duly executed Services Agreement;
(iii) a duly executed Supply Agreement and Quality Agreement;
(iv) a duly executed Assignment and Assumption Agreement and Lease Assignment and Assumption Agreement;
(v) a duly executed Sublease Agreement;
(vi) a duly executed Transition Agreement; and
(vii) updated SCHEDULES 1.1.2(a) and 3.1.18.
(c) At or prior to the Closing, the parties hereto shall also deliver to each other the agreements, opinions, certificates and other documents and instruments referred to in Article V hereof.
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions contained in this Agreement:
(a) The Seller will, and the Shareholder will cause the Seller to, deliver to the Purchaser the following:
(i) such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form and substance satisfactory to the Purchaser and its counsel, as shall be necessary and effective to convey, transfer and assign to, and vest in, the Purchaser all of the Seller’s right, title and interest in and to the Assets to be sold under this Agreement, including, without limitation, (A) good, valid and marketable title in and to all of the Assets owned by the Seller, (B) good and valid leasehold interests in and to all of the Assets leased by the Seller, and (C) all of the Seller’s rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments and other documents to which the Seller is a party or by which it has rights on the Closing Date and which are to be sold under this Agreement; and
(ii) all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondence, and other documents, books, records, papers, files and data belonging to the Seller which are part of the Assets or relate to the Business of the Seller; and simultaneously with such delivery, all such steps will be taken as may be required to put the Purchaser in actual possession and operating control of the Assets.
(iii) Florida State Sales Tax Return for its sales tax liability for the taxable portion of the Assets and shall file it with its check for the sales tax disclosed upon the return with the Florida State Sales Tax Department.
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained:
Items to be Delivered at Closing. (a) Seller shall deliver the following to Buyer at Closing
1. Fully executed certificates of the Stock of the Company, free and clear of all liens and encumbrances of any kind;
2. all third-party consents which may be necessary of desirable in connection with the transactions contemplated hereby, including the Contracts (as defined herein);
3. employment agreements for any employee with an annual salary of $100,000 or greater or any and all officers;
4. any other certificates, documents, and instruments reasonably required to complete the transaction.
(b) Buyer shall deliver to Seller the following:
1. A certificate, signed by an authorized officer of Buyer and dated the Closing Date, representing that any conditions represented in this agreement have been met;
2. copies of resolutions of the Board of Directors of Buyer with respect to the approval of this Agreement and the transactions contemplated hereby;
3. any other certificates or other documents and instruments required herein to be delivered by Xxxxx in order to complete the transaction.
4. fully executed certificates for shares of the Buyer's Preferred Stock required by the Purchase Price.
(c) Notwithstanding anything contained herein to the contrary, neither the Seller nor the Buyer's obligations to deliver the respective shares to the other shall arise, until such time as the Buyer shall have effectively increased its authorized shares to permit the issuance, in accordance with the applicable law and regulation. Once the Buyer is in a position to issue the Buyer's shares, the parties will arrange a mutual time and place to exchange the shares. In the event the Buyer is unable to deliver the Purchase Price on or before April 01, 2016, the number and/or type of share is agreed to be renegotiated.
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions contained in this Agreement:
(a) The Company will deliver to Buyer the following:
(i) such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form and substance satisfactory to Buyer and its counsel, as shall be necessary and effective to convey, transfer and assign to, and vest in, Buyer all of the Company's right, title and interest in and to the Assets of the Business to be sold under this Agreement, including, without limitation, (A) good, valid and marketable title in and to all of the Assets of the Company related to the Business, (B) good and valid leasehold interests in and to all of the Assets leased by the Company related to the Business, and (C) all of the Company's rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments and other documents to which the Company is a party or by which they have rights on the Closing Date and which are to be sold under this Agreement and are related to the Business; and
(ii) all agreements, contracts, customer prospect lists, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondence, and other documents, books, records, papers, files and data belonging to the Company which are part of the Assets or relate to the Business of the Company; and simultaneously with such delivery, all such steps will be taken as may be required to put the Buyer in actual possession and operating control of the Assets and the Business; and
(iii) all schedules to be provided under this agreement, five (5) days prior to Closing, along with all supporting documentation.
(b) Buyer will deliver to the Company the following:
(i) the Initial Cash Payment as set forth in Section 2.4(a)(i).
(ii) The Promissory Note and Security Agreement.