ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, Seller shall, unless waived in writing by Buyer, deliver to Buyer the following items, each in form and substance reasonably acceptable to Buyer and Buyer's counsel:
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, the parties shall deliver the following:
A. A “Bxxx of Sale” and any and all other documents of transfer or conveyance covering all assets described herein, free and clear of all claims, charges, liabilities, leases, liens and encumbrances, subject to the disclosures and exceptions made hereinabove, containing a warranty of title, with Seller’s covenant to fully defend the same with said assets being transferred in their “AS IS” but good working condition.
B. Copies of all financing statements at the time on file, having been filed by any secured party against the Seller which would affect the title to any assets being acquired hereunder.
C. Any and all keys, combinations or other items necessary for proper access to the premises.
D. Any and all other documents as set forth in this Agreement to be delivered by Seller.
E. A “Closing Certificate” to the effect that any and all representations and warranties made in connection with the execution of this Agreement are true as of the date of Closing, that all conditions precedent have been fulfilled or waived, and further, that no material needs to be added to make the same not misleading as of the date of Closing.
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, the Seller shall deliver to Buyer the following:
A. A Bill of Sale and xxx and all other documents of transfer or conveyance covering all assets described herein, free and clear of all claims, charges, liabilities, leases, liens and encumbrances, subject to the disclosures and exceptions made herein.
B. Any and all other documents as set forth in this Agreement to be delivered by Seller.
C. Copies of all financing statements at the time on file, having been filed by any secured party against the Seller which would affect the title to any assets being acquired hereunder.
D. Any and all keys, combinations and other items necessary of proper access to the premises.
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, and subject to the terms and conditions herein contained, Seller shall deliver to Purchaser the following:
(a) the Xxxx of Sale, General Assignment and Conveyance duly executed by Seller; and
(b) such other good and sufficient instruments and documents of conveyance and transfer, in a form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of Seller's right, title and interest in and to the Assets; and simultaneously with such delivery, all such steps will be taken as may be required to put Purchaser in actual possession and operating control of the Assets.
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, Seller and Xxxxxxxx shall, unless waived by Buyer, deliver the following items to Buyer:
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At the Closing and subject to the terms and conditions herein contained, Seller shall deliver or cause to be delivered to Purchaser the following:
(a) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer;
(b) All of the written resignations, effective on the Closing Date, from those officers and directors of the Company and the Subsidiaries, and trustees under Company Plans, which Purchaser shall have requested prior to the Closing;
(c) All corporate and other records of the Company and the Subsidiaries held by Seller or its agents, including but not limited to, minute books, stock books and registers, books of account, leases, contracts, financial records, and personnel records of the Company and the Subsidiaries;
(d) Certificates or Articles of Incorporation or other appropriate charter documents, of the Company and the Subsidiaries, certified as of a date not earlier than ten (10) days prior to the Closing Date by the appropriate governmental office;
(e) For each of the Company and the Subsidiaries, certificates dated not more than ten (10) days prior to the Closing Date issued by the Secretary of State of the state of incorporation and each state where such entity is qualified to do business as a foreign corporation, certifying in accordance with such state's practices such entity's good standing, status or compliance with all corporate organizational or qualification requirements of such state;
(f) By-Laws of each of the Company and the Subsidiaries certified, as of the Closing Date, by the corporate secretary or other appropriate corporate officer of such entity;
(g) Copies of minutes or unanimous written consents of the Board of Directors or the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and all other agreements and documents to be executed in connection herewith and the consummation of the transactions contemplated under this Agreement, together with copies of minutes or unanimous written consents of the Board of Directors of Seller authorizing the Executive Committee to approve such actions, certified to be true and complete by the Secretary or an Assistant Secretary of Seller;
(h) Terminations of the applicable Tax-Sharing Agree- ments as required by the terms of Section 9.1 hereof;
(i) A general release in form and substance satisfactory to Purchaser dated as of t...
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At the Closing and subject to the terms and conditions herein contained, Seller shall deliver or cause to be delivered to Purchaser the following:
11 17 (a) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer;
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, Seller shall deliver to Buyer the following:
(a) Deed. The Deed.
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At the Closing and subject to the terms and conditions herein contained, Seller shall deliver to Purchaser the following:
(a) The xxxx of sale as shall be necessary and effective to transfer and assign to, and vest in, Purchaser good and valid title in all of Seller's right, title and interest in and to the Assets; and
(b) Any and all tests, manuals, clinical data, production processes or other written material of whatsoever kind or nature relating to the Product or the Technology in the possession or the property of Seller, including without limitation all governmental approvals and filings.
ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, Seller shall execute and deliver or cause to be delivered to Purchaser each of the following items:
(a) The Deed satisfying the requirements of Section 3 hereof;
(b) An affidavit required by Section 1445 of the Internal Revenue Code of 1986, as amended, representing and warranting that Seller is not a "Foreign Person" and that Seller is not subject to the Foreign Investment in Real Property Tax Act;
(c) A vendor's affidavit which shall be in form and content reasonably acceptable to Purchaser and Title Company, covenanting and representing that: (i) no outstanding mechanic's lien rights exist, and (ii) the Property is not subject to encumbrances or rights to possession other than the Permitted Exceptions; and
(d) Any other document reasonably required to effectuate the transactions contemplated by this Agreement, including a closing statement.
