Items to Be Delivered at the Closing. (a) Seller At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser each of the following items:
(i) A Bargain and Sale Deed with Covenants Against Grantor's Acts duly executed and acknowledged by Seller in the form attached hereto as Exhibit B.
(ii) An Assignment and Assumption of Leases ("Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C.
(iii) A Blanket Conveyance, Bill of Sale and Assigxxxxt ("Bill of Sale") duly exxxxxed by Seller in the form attached hereto as Exhibit D.
(iv) All keys and master keys to all locks located on the Property that are in Seller's possession.
(v) All original Tenant Leases that are in Seller's possession.
(vi) An executed form letter to the Tenants regarding the sale of the Property ("Notice Letters") in the form attached hereto as Exhibit F.
(vii) All original Service Contracts relating to the Property that are in Seller's possession.
(viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E.
(ix) Such resolutions and certificates of Seller or its partners or such other evidence reasonably required by the Title Company as to the authority of the persons signing on behalf of Seller to consummate this Contract.
(x) A rent roll prepared with respect to the Property in the form attached hereto as SCHEDULE 6.2(E) which shall be certified, to Seller's knowledge, as being true and correct as of a date not more than three (3) days prior to Closing.
(xi) At the Property, all tenant files and other files which are used in connection with the ownership and operation of the Property or any part thereof and the conduct of the business of Seller relating to the Property or any part thereof.
(xii) A duly executed closing statement.
(xiii) Seller's duly executed certificate of reaffirmation and remaking dated as of the Closing Date, confirming that the warranties and representations of Seller as made herein are materially true and correct as of the Closing Date.
(xiv) A credit on the closing statement to Purchaser in the amount of all unapplied deposits held and all advance rentals received under Tenant Leases, together with a certified list of each Tenant who has made such a Deposit or advance rental and the amount thereof.
(xv) A certificate from the manager of the Property to the effect that the management agreement relating to the Property has been terminated and that the manager has no claim whatsoever against Purchaser and the Property or any pa...
Items to Be Delivered at the Closing. At the Closing, and subject to terms and conditions of this Agreement:
(a) Biovest shall deliver or cause to be delivered to Accentia the following:
(i) Certificates representing the common stock being purchased by Accentia pursuant to Section 1.01 and 1.02 hereof, fully executed and in form and substance reasonably acceptable to Accentia and its counsel;
(ii) Certified copy of the Meeting of the Board of Directors of Biovest establishing the officers and directors required by Section 5.01(o).
(iii) Certified copy of the minutes of Minutes of the meeting of the Board of Directors of Biovest, reflecting the consent to and approval of this Agreement and of all actions required by this Agreement;
(iv) Certificate of Good Standing reflecting that Biovest is an active corporation in its state of incorporation;
(v) Any and all other documents which may be reasonably requested by Accentia to effectuate and perfect the transaction contemplated by this Agreement;
(vi) Legal opinion of counsel for Biovest in the form attached hereto as an Exhibit;
(vii) A list of all Biovest employees which shall continue, or are contemplated to continue, as employees of Biovest immediately following the Closing;
(viii) A list of all accruals due and payable to Biovest past or current employees, directors or shareholders immediately following the Closing;
(ix) A list of all Biovest options, warrant and rights to acquire Biovest stock which shall remain outstanding immediately following the Closing; and
Items to Be Delivered at the Closing. Deliveries by Seller At the Closing, Seller shall deliver to Buyer duly executed by Seller or such other signatory as may be required by the nature of the document:
Items to Be Delivered at the Closing. At the Closing, and subject to terms and conditions of this Agreement:
(a) BDS shall deliver or cause to be delivered to Purchaser the following: (i) Certificates representing the Preferred Stock being purchased by Purchaser pursuant to Paragraph 1.01 hereof, fully executed and in form and substance reasonably acceptable to Purchaser and its counsel;
Items to Be Delivered at the Closing. 8.1 Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser the following:
(a) Such deeds, bills of sale, certificates of title, endorsements, assignments and other good and sufficient instruments of sale, conveyance and transfer and assignment in form and substance reasonably satisfactory to Purchaser sufficient to sell, convey, transfer and assign to Purchaser all right, title and interest of Seller in and to the Assets;
(b) The Consulting Agreement, in the form attached hereto as Exhibit B, duly executed by Seller.
Items to Be Delivered at the Closing. The obligation of the Buyer and the Seller to consummate the Closing are conditioned upon the Buyer and the Seller delivering the following to each other (as applicable) on the Closing Date:
(a) At the Closing, the Seller shall deliver the following to the Buyer:
(i) Copies of the Companies’ Articles of Formation and amendments thereto, and Limited Liability Company Agreements and amendments thereto (including complete capitalization schedules indicating that the Seller is the sole record owner of the LLC Interests of each of the Companies);
(ii) A copy of this Agreement, duly executed by the Seller;
(iii) A copy of the Promissory Note, duly executed by the Seller;
(iv) A copy of the Pledge Agreement in the form attached as Exhibit B hereto (the “Pledge Agreement”), duly executed by the Seller;
(v) A copy of the Membership Interest Assignment in the form attached as Exhibit C hereto, duly executed by the Seller, transferring the LLC Interests to the Buyer;
(vi) A copy of the Employment Agreement in the form attached as Exhibit D hereto, duly executed by Xxxx Xxxxxxx (the “Xxxxxxx Employment Agreement”);
(vii) with respect to any indebtedness that is secured by any of the LLC Interests or any of the assets of the Companies, payoff letters in form and substance reasonably acceptable to Buyer (each, a “Payoff Letter”), addressed to Buyer, signed by the persons or entities to which such amounts are payable, setting forth (A) the dollar amount required to pay off in full all such amounts (including, principal, interest and any applicable prepayment or other fees) (the “Payoff Amount”), (B) wire transfer instructions for the payment of the Payoff Amount, and (C) confirmation that upon payment of the Payoff Amount, such person or entity will grant a complete release of all Liens that such person or entity may hold on any of the LLC Interests or any of the assets of the Companies;
(viii) Letters of resignation from the Companies’ current managers and officers to be effective upon the Closing and confirming that they have no claim against the any of the Companies in respect of any outstanding remuneration or fees of whatever nature, to be effective upon the Closing;
(ix) a certificate executed by an executive officer of the Seller certifying (A) that attached thereto are the resolutions of the directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the documents to be delivered by the Seller her...
Items to Be Delivered at the Closing. BY SELLER. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) A Xxxx of Sale and Assignment in the form of EXHIBIT A conveying title to the Purchased Assets;
(b) Copies of resolutions duly adopted by the board of directors of Seller authorizing and approving Seller's performance of the transactions contemplated hereby and the execution and delivery of this Agreement.
(c) All other exhibits as defined herein including "Exhibit B" and "Exhibit D".
Items to Be Delivered at the Closing. Section 7.1 To be Delivered by the Company.
Items to Be Delivered at the Closing. (1) Special Warranty Deed for the Property in the form attached hereto as Exhibit "E" (modified as necessary to comply with state law or local law requirements), conveying to Purchaser fee simple title to the Property, subject only to the Permitted Exceptions.
(2) A blanket conveyance, bill xx sale and assignment (the "Bill xx Sale"), conveying and assigning title with covenants of special warranty to Purchaser, free and clear of all liens and encumbrances (other than the Permitted Exceptions), the Personal Property, the Tenant Leases, the Contracts, and rights, if any, to the name of the Property; such instrument to be in form attached hereto as Exhibit "D".
(3) A rent roll (the "Rent Roll") for the Property, certified by Seller to be true, complete and correct as of the Closing Date and reflecting the status of tenant delinquencies, if any, existing as of the Closing Date.
(4) All keys in Seller's possession or control to all locks on the Property and to the extent they are in Seller's possession, executed originals or counterparts of all Tenant leases.
(5) A certificate in the form of attached Exhibit "F" from Seller, certifying that Seller is a non-foreign entity.
Items to Be Delivered at the Closing. At the Closing, the following items shall be delivered:
(a) Seller shall deliver an executed Xxxx of Sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”);
(b) The Key Employee Employment Agreement shall not have been withdrawn or cancelled by the Key Employee;
(c) Seller shall deliver an executed certificate certifying that Seller is not a foreign person for purposes of Code Section 1445 or that the sale of the Transferred Assets is otherwise exempt from withholding under Code Section 1445 (the “FIRPTA Certificate”);
(d) Seller shall deliver all Required Consents set forth on Schedule 2.2(d);
(e) Seller shall deliver evidence of the release, discharge or termination of all Encumbrances on the Transferred Assets;
(f) Seller shall deliver an executed Patent Assignment Agreement in the form attached hereto as Exhibit D;
(g) Purchaser shall deliver the Closing Consideration to Seller pursuant to the wire instructions to be delivered by Seller no later than two Business Days prior to the Closing.
