Other Closing Deliveries. At the Closing, in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth herein: (a) Sellers shall deliver, or cause to be delivered, to Buyer the letters of resignation described in Section 5.8; (b) Sellers shall deliver, or cause to be delivered, to Buyer a receipt for payment of the amount specified in Section 1.2(b); (c) Sellers shall deliver to Buyer the certificate contemplated by Section 7.2(a); (d) Sellers shall have delivered to Buyer certificates in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code; (e) each Seller that is not a natural person shall deliver to Buyer a copy, certified as of the Closing Date, by an officer of such Seller, of the resolutions of such Seller’s managing member, board of directors or similar governing body authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby (to the extent applicable); (f) each Seller that is a married natural person shall deliver to Buyer a Spousal Consent to Transaction, in the form attached as Exhibit A, duly executed by such Seller’s spouse; (g) Sellers shall deliver to Buyer (i) a good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date; (h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies; (i) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(a); (j) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of delivery; (k) Sellers shall deliver to Buyer the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment of the RGA Indebtedness by or on behalf of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Date; and (l) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. All such certificates, stock powers, documents and instruments shall be in form and substance reasonably satisfactory to the party hereto receiving delivery thereof hereunder.
Appears in 1 contract
Other Closing Deliveries. At the Closing, in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth herein:
(a) At the Initial Closing, Sellers shall deliver, or cause to be delivered, to Buyer:
(i) evidence reasonably satisfactory to Buyer that the letters Intercompany Agreements to be terminated, commuted, released or discharged in accordance with Section 6.3(b) have been so terminated, commuted, released or discharged, as applicable; provided, that any Intercompany Agreements terminated, commuted, released or discharged pursuant to and in accordance with the terms of resignation described the Transition Agreement shall be deemed to be satisfactory to Buyer;
(ii) a certificate of an authorized officer of each Seller, dated as of the Initial Closing Date, to the effect that the conditions specified in Section 5.87.2(a) and Section 7.2(b) have been satisfied by each Seller and the Group Companies;
(iii) a certified copy of the resolutions of each Seller’s board of directors authorizing the execution and delivery of this Agreement and the Instrument of Assignment and the consummation of the transactions contemplated hereby and thereby;
(iv) a certified copy of the resolutions of RemainCo’s board of directors (or equivalent governing body) authorizing the execution and delivery of the RemainCo Railcar Management Agreement(s) and the consummation of the transactions contemplated thereby;
(v) written resignations of each of the managers or directors (or, in the case of the Company, each member of the executive committee) of each Group Company in their capacities as such, which resignations shall be effective as of the Initial Closing, except for such managers or directors that Buyer specifies in writing to Sellers prior to the Initial Closing Date or any managers or directors that are required by the Group Company Credit Facilities to remain in place;
(vi) written resignations of each of the officers of each Group Company who is an employee of Sellers or any Sellers’ Affiliate (other than any Group Company) or who is listed on Section 6.3(c) of the Company Disclosure Schedule, which resignations shall be effective as of the Initial Closing, except for any such officers that Buyer specifies in writing to Sellers prior to the Initial Closing Date;
(vii) a certificate from each Seller or, if any Seller is an entity disregarded as separate from its tax owner, each such tax owner, in form and substance as prescribed by Treasury Regulations promulgated under Code section 1445, stating that each Seller (or, if applicable, such tax owner) is not a “foreign person” within the meaning of Code section 1445; and if any Seller (or, if applicable, such tax owner) fails to provide such certificate, Buyer shall have the right pursuant to Section 2.6 to withhold any amounts required to be withheld under the Code and applicable law, and proceed with the Initial Closing;
(viii) if applicable, the Payoff Letters required to be delivered pursuant to Section 6.18(b), Section 6.19(a) and Section 6.20(a) (and, if applicable, Payoff Letters required to be delivered pursuant to Section 6.22) and evidence reasonably satisfactory to Buyer that any and all Liens on all railcars or rolling stock constituting Final Directive Cars granted in connection with Group Company Credit Facilities have been terminated or released, or will be terminated or released concurrently with the occurrence of the Initial Closing Date;
(ix) the final documents utilized to effect the actions to be taken pursuant to Section 6.25(b) to transfer the Final Directive Cars to RemainCo and to transfer the equity of RemainCo to Sellers;
(x) if applicable, documentary evidence reasonably satisfactory to Buyer that the Substitution was effected and that no Final Directive Cars are pledged as collateral under the NCF II Credit Agreement;
(xi) the RemainCo Railcar Management Agreement(s), duly executed by RemainCo and the Company; and
(xii) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Sellers to consummate the transactions contemplated by this Agreement with respect to the Initial Closing.
(b) At the Initial Closing, Buyer shall deliver, or cause to be delivered, to Sellers:
(i) a certificate of an authorized officer of Buyer, dated as of the Initial Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied;
(ii) a certified copy of the resolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and
(iii) such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Buyer to consummate the transactions contemplated by this Agreement with respect to the Initial Closing.
(c) At each Subsequent Closing, Sellers shall deliver, or cause to be delivered, to Buyer a receipt for payment of the amount specified in Section 1.2(b);Buyer:
(ci) Sellers shall deliver to Buyer the certificate contemplated by Section 7.2(a);
(d) Sellers shall have delivered to Buyer certificates in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code;
(e) each Seller that is not a natural person shall deliver to Buyer a copy, certified as of the Closing Date, by an officer of such Seller, copy of the resolutions of such SellerRemainCo’s managing member, board of directors (or similar equivalent governing body body) authorizing the sale of the Option Cars and the execution and delivery of this Agreement and the other Transaction Agreements (as applicable) Ancillary Documents required by such Subsequent Closing and the consummation of the transactions contemplated hereby and thereby (to the extent applicable)thereby;
(f) each Seller that is a married natural person shall deliver to Buyer a Spousal Consent to Transaction, in the form attached as Exhibit A, duly executed by such Seller’s spouse;
(g) Sellers shall deliver to Buyer (i) a good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each RemainCo or, if RemainCo is an entity disregarded as separate from its tax owner, such Transferred Company’s jurisdiction of organizationtax owner, in each case dated form and substance as prescribed by Treasury Regulations promulgated under Code section 1445, stating that RemainCo (or, if applicable, such tax owner) is not a “foreign person” within the meaning of a date within five Code section 1445; and if RemainCo (5or, if applicable, such tax owner) Business Days prior fails to provide such certificate, Buyer shall have the Closing Dateright pursuant to Section 2.6 to withhold any amounts required to be withheld under the Code and applicable law, and proceed with the Subsequent Closing;
(hiii) Sellers shall deliver to Buyer the Books and Records an executed Option ▇▇▇▇ of each of the Transferred Companies that are not already held by the Transferred CompaniesSale;
(iiv) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(a)an executed Option Assignment and Assumption Agreement;
(jv) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly an executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of deliverySubsequent Closing Certificate;
(kvi) Sellers shall deliver the documents required to Buyer the RGA Pay-off Letterbe delivered on or prior to such Subsequent Closing pursuant to Section 6.5, duly executed by each party thereto, which shall become effective upon payment of the RGA Indebtedness by or on behalf of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Dateextent not already delivered to Buyer; and
(lvii) each party hereto shall deliver to the other such other certificates (including secretary, incumbency and good standing certificates), documents and instruments as may be reasonably necessary for Sellers and RemainCo to consummate the transactions contemplated by this Agreement with respect to such Subsequent Closing.
(d) At each Subsequent Closing, Buyer shall deliver, or cause to be delivered, to Sellers:
(i) a certified copy of the resolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of the Ancillary Documents required by such Subsequent Closing and the consummation of the transactions contemplated thereby
(ii) an executed Option ▇▇▇▇ of Sale;
(iii) an executed Option Assignment and Assumption Agreement. All ;
(iv) a certificate of an authorized officer of Buyer, dated as of such Subsequent Closing Date, to the effect that the conditions specified in Section 7.6(a) have been satisfied; and
(v) such other certificates (including secretary, incumbency and good standing certificates, stock powers), documents and instruments shall as may be in form and substance reasonably satisfactory necessary for Buyer to consummate the party hereto receiving delivery thereof hereundertransactions contemplated by this Agreement with respect to such Subsequent Closing.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Icahn Enterprises Holdings L.P.)
Other Closing Deliveries. At Sellers shall have received at or prior to the Closing, in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth herein:
(ai) Sellers shall delivera certificate from Buyer, or cause dated the Closing Date, signed by an executive officer of Buyer in such capacity, certifying as to be delivered, to Buyer the letters of resignation described in Section 5.8;
(b) Sellers shall deliver, or cause to be delivered, to Buyer a receipt for payment satisfaction of the amount conditions specified in Section 1.2(bSections 7.3(a) and 7.3(b);
(cii) Sellers shall deliver a certificate from Buyer’s secretary certifying as to (i) copies of Buyer’s Governing Documents as in effect as of the Closing Date, (ii) the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which Buyer is or is required to be a party, and the certificate consummation of each of the transactions contemplated by Section 7.2(ahereby and thereby, and (iii) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party;
(iii) good standing certificates for Buyer certified as of a date no later than sixty (60) days prior to the Closing Date from the Secretary of State of the State of Nevada and from the proper Governmental Authority for each other jurisdiction in which Buyer is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions);
(div) a duly executed legal opinion addressed to Sellers shall have delivered to Buyer certificates and dated as of the Closing Date from Buyer’s legal counsel, in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the CodeSellers;
(ev) each Seller that is not a natural person shall deliver to Buyer a copywritten resignation, certified effective as of the Closing DateClosing, by an officer of such Seller, from each of the resolutions officers and directors of such Seller’s managing member, board Buyer so that the provisions of directors or similar governing body authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby (to the extent applicable)Section 6.9 are satisfied;
(fvi) each Seller that is a married natural person shall deliver to Buyer a Spousal Consent to Transactionfrom Buyer, in certificates representing the form attached as Exhibit A, Exchange Shares (or duly executed by such Seller’s spouse;
(g) Sellers shall deliver to Buyer (i) a good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth affidavits of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date;
(h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies;
(i) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(a);
(j) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of delivery;
(k) Sellers shall deliver to Buyer the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment of the RGA Indebtedness by or on behalf of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Date; and
(l) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. All such certificates, lost stock powers, documents and instruments shall be certificates in form and substance reasonably satisfactory acceptable to Sellers), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the party hereto receiving delivery thereof hereunderbooks of Buyer;
(vii) the Exchange Warrants, in form and substance reasonably acceptable to Sellers, duly executed by Buyer;
(viii) the Seller Lock-Up Agreement, duly executed by Buyer;
(ix) a copy of the Amended and Restated Employment Agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in form and substance reasonably acceptable to Sellers (the “Amended Employment Agreement”), duly executed by Buyer and ▇▇. ▇▇▇▇▇▇▇▇;
(x) an Amended and Restated Promissory Note with [___________________] to amend and restate the [____________] Convertible Note so that it is no longer convertible into equity of Buyer and to extend part of the payment date for the [____________] Convertible Note, in form and substance reasonably acceptable to Sellers; and
(xi) an Amended and Restated Promissory Note with [__________] to amend and restate the [_____________] Convertible Note so that it is no longer convertible into equity of Buyer and to extend part of the payment date for the [____________] Convertible Note, in form and substance reasonably acceptable to Sellers.
Appears in 1 contract
Sources: Share Exchange Agreement (Nac Global Technologies, Inc.)
Other Closing Deliveries. At Seller shall deliver or shall cause to be delivered to Buyer the Closing, in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth hereinfollowing:
(a) Sellers shall deliverSeller’s Customer List, or cause to be delivered, to Buyer updated as of the letters of resignation described in Section 5.8Closing Date;
(b) Sellers shall deliver, or cause to be delivered, lease amendment and assignment documents in a form reasonably acceptable to Buyer a receipt for payment of and Seller, duly executed by Seller and any other required Persons and in forms satisfactory to Buyer (the amount specified in Section 1.2(b“Existing Lease Assignments”), pursuant to which the Existing Leases shall be assumed by Buyer, together with Landlord Estoppel Certificates and Subordination, Non-Disturbance and Attornment Agreements to the extent requested by Buyer;
(c) Sellers shall deliver to Buyer the certificate contemplated Assumption Agreement, duly executed by Section 7.2(a)Seller;
(d) Sellers shall have delivered the Consulting Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
(e) a General Assignment and ▇▇▇▇ of Sale, in a form acceptable to Buyer certificates and Seller, duly executed by Seller;
(f) an Employment Agreement, duly executed by each Key Employee;
(g) a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Buyer, duly executed certifying that attached thereto is a true, correct and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 complete copy of the Code;
(e) each Seller that is not a natural person shall deliver to Buyer a copyarticles or certificate of organization or formation of Seller, certified as of a recent date by the Closing Date, by an officer Secretary of such State of Seller’s state of formation and the operating agreement of Seller, to the extent applicable, resolutions duly adopted by the board of managers and members of Seller authorizing the performance of the resolutions of such Seller’s managing member, board of directors or similar governing body authorizing transactions contemplated by this Agreement and the execution and delivery of this Agreement and the other Transaction Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby (Documents to the extent applicable);
(f) each Seller that which it is a married natural person shall deliver to Buyer party and a Spousal Consent to Transactioncertificate of existence or good standing, in the form attached as Exhibit A, duly executed by such Seller’s spouse;
(g) Sellers shall deliver to Buyer (i) a good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Daterecent date, of Seller from Seller’s state of formation and (ii) a certificate of good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organizationstanding, in each case dated as of a recent date, of Seller from each state in which it is qualified to conduct business, the resolutions referenced in subsection (A)(2) are still in effect and nothing has occurred since the date within five of the issuance of the certificate(s) referenced in subsection (5A)(3) Business Days prior to the Closing Datethat would adversely affect Seller’s existence or good standing in any such jurisdiction;
(h) Sellers shall deliver the Lock-Up Agreement, duly executed by Seller, if the Parent Shares are to Buyer be issued at the Books and Records of each of the Transferred Companies that are not already held by the Transferred CompaniesClosing pursuant to Section 3.2(c);
(i) Buyer shall deliver to the Seller Representative the certificate contemplated Closing Statement, duly executed by Section 7.3(a)a duly authorized officer of Seller;
(j) Sellers shall deliver the schedule reflecting the Accrued Vacation Credit, as required pursuant to Buyer the Hartford AcknowledgmentSection 7.7(b); and
(k) such other bills of sale, in the form attached as Exhibit Bassignments and other instruments of transfer or conveyance, including without limitation, a domain name assignment, trademark assignment and any applicable trade name assignments, duly executed by each of the Hartford CompaniesSeller, in effect and not revoked by any Hartford Company as of the date of delivery;
(k) Sellers shall deliver to Buyer the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment of the RGA Indebtedness by or on behalf of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Date; and
(l) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary requested by Buyer to consummate effect the transactions contemplated by this Agreement. All such certificatessale, stock powers, documents conveyance and instruments shall be in form and substance reasonably satisfactory delivery of the Purchased Assets to the party hereto receiving delivery thereof hereunderBuyer.
Appears in 1 contract
Sources: Asset Purchase Agreement (Warwick Valley Telephone Co)
Other Closing Deliveries. At Without limiting the Closinggenerality of any of the conditions to Closing contained in Sections 7 and 8, and in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified deliveries set forth in Section 1.2(a) and Buyer’s payment of 5, no later than one Business Day prior to each Closing, the amounts specified in Section 1.2(b), and as otherwise set forth herein:
(a) Sellers Company shall deliver, deliver or cause to be delivereddelivered to the Investor the following:
6.1 a copy of a duly executed and lodged Cleansing Statement and Appendix 3B and confirmation that they have been lodged by the Company with ASX, in respect of the Tranche Repayment Shares issued by the Company to Buyer the letters Investor or its designee or nominee as repayment of resignation described in Section 5.8the Prior Tranche;
6.2 a copy of the relevant page of the ASX Daily Schedule or notification from ASX evidencing that ASX has granted quotation of the Tranche Repayment Shares issued by the Company to the Investor or its designee or nominee as repayment of the Prior Tranche;
6.3 a holding statement and an option certificate from the Company’s securities registrar confirming that the name of the Investor or its designee or nominee has been entered onto the Company’s Share register and option register, as holding (a) the Tranche Options granted to the Investor or its designee or nominee, pursuant to Section 10.4, in connection with the Repayment of the Prior Tranche and (b) Sellers shall deliver, the Tranche Repayment Shares issued to the Investor or cause to be delivered, to Buyer a receipt for payment its designee or nominee as Repayment of the amount specified in Prior Tranche pursuant to Section 1.2(b)10.1;
(c) Sellers shall deliver to Buyer the certificate contemplated by Section 7.2(a);
(d) Sellers shall have delivered to Buyer certificates in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code;
(e) each Seller that is not a natural person shall deliver to Buyer a copy, certified as of the Closing Date, by an officer of such Seller, 6.4 copies of the resolutions duly adopted by the Board of such Seller’s managing member, board Directors of directors or similar governing body authorizing the execution and delivery of this Agreement Company approving the Transaction Documents and the other Transaction Agreements (as applicable) and Contemplated Transactions, to the extent to which such resolutions are, in the reasonable opinion of the Investor, or pursuant to any Australian Law, required in addition to the resolutions referred to in Section 5.3, prior to the consummation of the transactions contemplated hereby and thereby (to the extent applicable);
(f) each Seller that is a married natural person shall deliver to Buyer a Spousal Consent to Transactionthose Contemplated Transactions that, in the form attached as Exhibit A, duly executed by such Seller’s spouse;
(g) Sellers shall deliver to Buyer (i) a good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date;
(h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies;
(i) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(a);
(j) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of deliverysuch Closing, remain to be consummated;
(k) Sellers shall deliver to Buyer 6.5 copies of all valid consents, permits, approvals, registrations and waivers that may, in the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment reasonable opinion of the RGA Indebtedness by Investor, be necessary or on behalf appropriate for the consummation of Buyer to those Contemplated Transactions that would be consummated at the account specified in Closing, including approvals for the RGA Pay-off Letter following purpose of Listing Rule 7.1 and section 611 of the Closing on the Closing Date; and
(l) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. All such certificates, stock powers, documents and instruments shall be in form and substance reasonably satisfactory to the party hereto receiving delivery thereof hereunder.Corporations Act;
Appears in 1 contract
Sources: Convertible Loan Agreement
Other Closing Deliveries. At Buyer shall have received at or prior to the Closing, in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth herein:
(ai) Sellers shall delivera certificate from the Company, or cause to be delivereddated the Closing Date, to Buyer the letters of resignation described in Section 5.8;
(b) Sellers shall deliver, or cause to be delivered, to Buyer a receipt for payment signed by an executive officer of the amount Company in such capacity, certifying as to the satisfaction of the conditions specified in Section 1.2(bSections 6.2(a) and 6.2(c);
(cii) Sellers shall deliver a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to Buyer the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller;
(iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect as of the Closing Date, (II) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required to be a party, and the consummation of each of the transactions contemplated by Section 7.2(ahereby and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby;
(iv) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions);
(dv) the Escrow Agreement duly executed by each of the Seller Representative and the Escrow Agent;
(vi) a duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder;
(vii) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition Agreement”), duly executed by each of the Sellers shall have delivered (or their Affiliates) as identified on Schedule 6.2(d)(vii);
(viii) Employment Agreements from the Company in substantially the form attached hereto as Exhibit D (each, an “Employment Agreement”) for each of the Company employees identified on Schedule 6.2(d)(viii) (each, a “Key Employee”), duly executed by such Key Employee and the Company;
(ix) the Flow of Funds Memo (and any updates thereto) from the Company pursuant to Buyer Section 1.3 hereof;
(x) from each Seller, certificates representing the Purchased Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to Buyer), duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form reasonably acceptable for transfer on the books of the Company;
(xi) copies of payoff letters from each lender of Indebtedness included in Net Debt in form and substance reasonably satisfactory to Buyer, duly executed ;
(xii) a written resignation from each of the officers and acknowledged, certifying any facts directors of the Company effective as of the Closing;
(xiii) an affidavit of non-foreign status for each Seller dated as of the Closing Date in form and substance required under Section 1445 of the Code thereunder such that would Buyer is exempt the transactions contemplated hereby from withholding any portion of the purchase price under Section 1445 of the Code;
(exiv) each Seller that is not a natural person shall deliver executed documents reasonably satisfactory to Buyer a copyto allow the Company, certified effective as of the Closing DateClosing, to transfer all Company bank account authorizations to representatives designated by an officer of such Seller, of the resolutions of such Seller’s managing member, board of directors or similar governing body authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby (to the extent applicable)Buyer;
(fxv) a General Release substantially in the form of Exhibit F hereto, duly executed by each of the Sellers;
(xvi) a waiver and consent from the spouse of any Seller that is a married natural person shall deliver individual consenting to Buyer a Spousal Consent the transactions contemplated herein and waiving any rights in and to Transaction, in the form attached as Exhibit A, duly executed by such Seller’s spousePurchased Shares in form and substance reasonably acceptable to the Seller Representative;
(g) Sellers shall deliver to Buyer (ixvii) a good standing or compliance certificate from copy of the Insurance Regulator for (A) BermudaCompany’s Certificate of Incorporation, with respect to PFLIL and PFLAC BDAas amended, (B) the Commonwealth certified by Secretary of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated Delaware as of a date within five no more than ten (510) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date;
(h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies;
(i) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(a);
(j) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of delivery;
(k) Sellers shall deliver to Buyer the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment of the RGA Indebtedness by or on behalf of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Date; and
(lxviii) a Change of Control Letter duly executed by the Company and each party hereto shall deliver to of the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. All such certificates, stock powers, documents and instruments shall be in form and substance reasonably satisfactory to the party hereto receiving delivery thereof hereunderPersons identified on Schedule 6.2(d)(xviii).
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Other Closing Deliveries. (a) At the Closing, in addition Purchaser shall deliver to Sellers’ delivery of certificates representing all of Seller (or one or more other Seller Entities designated by Seller) the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth hereinfollowing:
(ai) Sellers payment, by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least two (2) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Secondary Equity Interests Cash Consideration;
(ii) the certificate to be delivered pursuant to Section 8.3(c);
(iii) a counterpart of the Amended and Restated LLC Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;
(iv) a counterpart of the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;
(v) an IRS form W-9 from Purchaser (or, if Purchaser is disregarded as separate from another Person, such other Person); and
(vi) any other instruments or documents that are necessary to effect the transactions contemplated by this Agreement.
(b) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer Purchaser the letters following:
(i) customary evidence of resignation described in Section 5.8(A) the assignment of the Secondary Equity Interests to the Purchaser and (B) the allotment and issuance of the Primary Equity Interests to Purchaser;
(bii) Sellers shall deliver, or cause the certificate to be delivered, delivered pursuant to Buyer a receipt for payment of the amount specified in Section 1.2(b8.2(d);
(ciii) Sellers shall deliver to Buyer the certificate contemplated by Section 7.2(a);
(d) Sellers shall have delivered to Buyer certificates in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 a counterpart of the Code;
(e) each Seller that is not a natural person shall deliver to Buyer a copy, certified as of the Closing Date, by an officer of such Seller, of the resolutions of such Seller’s managing member, board of directors or similar governing body authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable) and the consummation of the transactions contemplated hereby and thereby (to the extent applicable);
(f) each Seller that is a married natural person shall deliver to Buyer a Spousal Consent to Transaction, in the form attached as Exhibit ATransition Services Agreement, duly executed by such Seller’s spousethe Purchased Entity and each Seller Entity named as a party thereto;
(g) Sellers shall deliver to Buyer (iiv) a good standing counterpart of the Amended and Restated LLC Agreement, duly executed by the Purchased Entity and each Seller Entity named as a party thereto;
(v) a counterpart of the Registration Rights Agreement, duly executed by the Purchased Entity and each Seller Entity named as a party thereto;
(vi) only if and to the extent, between the date hereof and the Closing, the Seller or compliance certificate any of its Subsidiaries (including the Purchased Entity) incurs any indebtedness for borrowed money secured by any Transferred Assets (any such indebtedness, “Interim Secured Debt”), customary lien release documents, executed from the Insurance Regulator for Persons to whom such Interim Secured Debt is owed (Aor the applicable agent thereunder on their behalf) Bermudawhich shall provide that the Liens on the Transferred Assets securing such Interim Secured Debt shall, prior to or substantially concurrently with respect to PFLIL the Closing, be released and PFLAC BDA, terminated;
(Bvii) the Commonwealth of Pennsylvaniaan IRS form W-9 from each Seller Entity (or, in the case of PFLAC and (C) the State of New Yorka Seller Entity that is disregarded as separate from another Person, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or such other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date;
(h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies;
(i) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(aPerson);
(j) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of delivery;
(k) Sellers shall deliver to Buyer the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment of the RGA Indebtedness by or on behalf of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Date; and
(lviii) each party hereto shall deliver to the any other such other instruments or documents and instruments as may be reasonably that are necessary to consummate effect the transactions contemplated by this Agreement. All such certificates, stock powers, documents and instruments shall be in form and substance reasonably satisfactory to the party hereto receiving delivery thereof hereunder.
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Sources: Purchase and Sale Agreement (Fidelity National Information Services, Inc.)
Other Closing Deliveries. At Without limiting the Closinggenerality of any of the conditions to Closing contained in Sections 7 and 8, and in addition to Sellers’ delivery of certificates representing all of the Purchased Shares as specified deliveries set forth in Section 1.2(a) and Buyer’s payment of 5, no later than one Business Day prior to each Closing, the amounts specified in Section 1.2(b), and as otherwise set forth herein:
(a) Sellers Company shall deliver, deliver or cause to be delivereddelivered to the Investor the following:
6.1 a copy of a duly executed and lodged Cleansing Statement and Appendix 3B and confirmation that they have been lodged by the Company with ASX, in respect of the Tranche Repayment Shares issued by the Company to Buyer the letters Investor or its designee or nominee as repayment of resignation described in Section 5.8the Prior Tranche;
6.2 a copy of the relevant page of the ASX Daily Schedule or notification from ASX evidencing that ASX has granted quotation of the Tranche Repayment Shares issued by the Company to the Investor or its designee or nominee as repayment of the Prior Tranche;
6.3 a holding statement and an option certificate from the Company’s securities registrar confirming that the name of the Investor or its designee or nominee has been entered onto the Company’s Share register and option register, as holding (a) the Tranche Options granted to the Investor or its designee or nominee, pursuant to Section 10.4, in connection with the Repayment of the Prior Tranche and (b) Sellers shall deliver, the Tranche Repayment Shares issued to the Investor or cause to be delivered, to Buyer a receipt for payment its designee or nominee as Repayment of the amount specified in Prior Tranche pursuant to Section 1.2(b)10.1;
(c) Sellers shall deliver to Buyer the certificate contemplated by Section 7.2(a);
(d) Sellers shall have delivered to Buyer certificates in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code;
(e) each Seller that is not a natural person shall deliver to Buyer a copy, certified as of the Closing Date, by an officer of such Seller, 6.4 copies of the resolutions duly adopted by the Board of such Seller’s managing member, board Directors of directors or similar governing body authorizing the execution and delivery of this Agreement Company approving the Transaction Documents and the other Transaction Agreements (as applicable) and Contemplated Transactions, to the extent to which such resolutions are, in the reasonable opinion of the Investor, or pursuant to any Australian Law, required in addition to the resolutions referred to in Section 5.3, prior to the consummation of the transactions contemplated hereby and thereby (to the extent applicable);
(f) each Seller that is a married natural person shall deliver to Buyer a Spousal Consent to Transactionthose Contemplated Transactions that, in the form attached as Exhibit A, duly executed by such Seller’s spouse;
(g) Sellers shall deliver to Buyer (i) a good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date;
(h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies;
(i) Buyer shall deliver to the Seller Representative the certificate contemplated by Section 7.3(a);
(j) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, duly executed by each of the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of deliverysuch Closing, remain to be consummated;
(k) Sellers shall deliver to Buyer 6.5 copies of all valid consents, permits, approvals, registrations and waivers that may, in the RGA Pay-off Letter, duly executed by each party thereto, which shall become effective upon payment reasonable opinion of the RGA Indebtedness by Investor, be necessary or on behalf appropriate for the consummation of Buyer those Contemplated Transactions that would be consummated at the Closing, including approvals for the purpose of Listing Rule 7.1 and section 611 of the Corporations Act;
6.6 copies of such additional documents, certificates, payment, assignments, transfers and other deliveries as the Investor or its legal counsel may reasonably request or as are customary in Australia to effect a closing of the account specified in the RGA Pay-off Letter following the Closing on the Closing Datematters herein contemplated; and
(l) each party hereto shall deliver to 6.7 the other such other documents and instruments as may be reasonably necessary to consummate flow of funds request, substantially in the transactions contemplated by this Agreement. All such certificates, stock powers, documents and instruments shall be form set forth in form and substance reasonably satisfactory to the party hereto receiving delivery thereof hereunder.Exhibit E.
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Other Closing Deliveries. At the In addition to any other documents to be delivered under other provisions of this Agreement, on or before Closing, each in addition a form mutually agreed to Sellers’ delivery of certificates representing all of by the Purchased Shares as specified in Section 1.2(a) and Buyer’s payment of the amounts specified in Section 1.2(b), and as otherwise set forth hereinParties:
(a) Sellers shall deliver, or cause to be delivered, to Buyer the letters of resignation described in Section 5.8;
(b) Sellers shall deliver, or cause to be delivered, to Buyer a receipt for payment of the amount specified in Section 1.2(b);
(c) Sellers Seller shall deliver to Buyer Buyer: (i) each of the certificate contemplated Schedules referenced herein; (ii) a Bill of Sale duly executed by Section 7.2(a);
Seller; (diii) Sellers shall have delivered an Assignment and Assumption Agreement duly executed by Seller; (iii) an Assignment of Intellectual Property Rights duly executed by Seller; (iv) such other instruments of transfer as are reasonably required to Buyer certificates in form and substance reasonably satisfactory to Buyertransfer the Assets, duly executed and acknowledged, certifying any facts that would exempt by Seller; (v) a Transition Services Agreement duly executed by Seller; (vi) the transactions contemplated hereby from withholding under Section 1445 of the Code;
third party consents listed on Schedule 1.07(a)(vi); (evii) each Seller that is not a natural person shall deliver documentation satisfactory to Buyer a copyevidencing the release or authorizing the release, certified of any liens existing as of the Closing Date, by an officer of such Seller, Date on any of the Assets (other than Permitted Liens); (viii) a Manager’s Certificate certifying and attaching all requisite resolutions or actions of such Seller’s managing member, board of directors or similar governing body authorizing the managers and members approving execution and delivery of this Agreement and the other Transaction Agreements Agreement; (as applicableix) and the consummation of the transactions contemplated hereby and thereby (to the extent applicable);
(f) each Seller that is a married natural person shall deliver to Buyer a Spousal Consent to Transaction, in the form attached as Exhibit ANon-Competition Agreement, duly executed by such each person listed in Schedule 1.07(a)(ix); and (x) a FIRPTA certificate duly executed by Seller’s spouse;.
(g) Sellers shall deliver to Buyer (i) a good standing or compliance certificate from the Insurance Regulator for (A) Bermuda, with respect to PFLIL and PFLAC BDA, (B) the Commonwealth of Pennsylvania, in the case of PFLAC and (C) the State of New York, with respect to PFLAC NY, in each case dated as of a date within five (5) Business Days prior to the Closing Date, and (ii) a good standing certificate or comparable document for each of the Transferred Companies from the Secretary of State or other applicable Governmental Authority of each such Transferred Company’s jurisdiction of organization, in each case dated as of a date within five (5) Business Days prior to the Closing Date;
(h) Sellers shall deliver to Buyer the Books and Records of each of the Transferred Companies that are not already held by the Transferred Companies;
(ib) Buyer shall deliver to Seller: (i) the Seller Representative Closing Payment portion of the certificate contemplated by Section 7.3(a);
Purchase Price; (jii) Sellers shall deliver to Buyer the Hartford Acknowledgment, in the form attached as Exhibit B, Assignment and Assumption Agreement duly executed by each of Buyer; (iii) the Hartford Companies, in effect and not revoked by any Hartford Company as of the date of delivery;
(k) Sellers shall deliver to Buyer the RGA Pay-off Letter, Transition Services Agreement duly executed by each party thereto, which shall become effective upon payment Buyer; and (iv) an Officer’s Certificate certifying and attaching all requisite resolutions or actions of the RGA Indebtedness by or on behalf Buyer’s directors and stockholders approving execution and delivery of Buyer to the account specified in the RGA Pay-off Letter following the Closing on the Closing Date; and
(l) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement. All such certificates, stock powers, documents and instruments shall be in form and substance reasonably satisfactory to the party hereto receiving delivery thereof hereunder.;
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