Other Transactions at Closing. In addition to the transactions referred to in this Sections 1.1 and 1.2 above, at the Closing, the Sellers shall deliver to the Purchaser the following:
(a) The minute books, stock certificate books, stock transfer ledgers, and corporate seals of XXXXXX CAPITAL;
(b) Resignations of all officers and directors of the XXXXXX CAPITAL, except as mutually agreed;
(c) The Written Consent of any applicable regulatory authority.
(d) Certificates of Good Standing as to XXXXXX CAPITAL issued by the appropriate governmental authorities of the State of Utah and each state in which the XXXXXX CAPITAL is qualified to do business;
(e) Certified copy of the Certificate of Incorporation of XXXXXX CAPITAL, and all amendments thereto, certified by the Xxxxxxxxx xx Xxxxx xx xxx Xxxxx xx Xxxx; and
(f) A copy of by-laws of XXXXXX CAPITAL, certified by the secretary or assistant secretary thereof as being true, complete, and correct.
Other Transactions at Closing. Prior to or simultaneously with the Closing:
(a) The Company, each Subsidiary that is a party to a Guaranty and/or Guarantor Security Agreement, Sovereign Bank, N.A. and the Purchaser shall have entered into a mutually acceptable Subordination Agreement (the "Subordination Agreement").
(b) The Company shall have paid in full the Entine Indebtedness.
Other Transactions at Closing. At the Closing:
(a) DP will deliver to SLG full possession of the Assets and such bills of sale, endorsements, assignments and other good and sufficient instruments of sale, conveyance, transfer and assignment, in form and substance satisfactory to SLG (including a Xxxx of Sale and Assignment in the form of Schedule 2.02(a)), as are required or desirable in the opinion of SLG's counsel to effectively vest in SLG full, indefeasible, merchantable, legal, equitable and beneficial title to the Assets, with full substitution and subrogation to all rights and actions of warranty, free and clear of all debts, claims, security interests, liens, encumbrances and other title retention agreements, pledges, assessments, covenants, restrictions and charges of every nature;
(b) SLG will assume and agree to perform the post-Closing obligations of DP under the Assigned Contracts pursuant to an Assumption Agreement in the form of Schedule 2.02(b); and
(c) Siboney Corporation, parent of SLG, will execute a guaranty of payment and performance of the obligations of SLG under the Note and under this Agreement in the form of Schedule 2.02(c); and
(d) Xx. Xxxxxxx Xxxxx and Xxx Xxxxxxxxx shall have executed and delivered to SLG Covenants Not To Compete (referred to in Section 7.12); and
(e) SLG will provide The Xxxxx Group Arizona, L.L.C., at no cost, with 15 unlimited user site licenses of new versions of Summit Math and Summit Reading up to and including, but not beyond, the planned version that incorporates voice. The upgrades will be provided within 30 days after they become available; and
(f) the parties will perform all of the other obligations required to be performed by them at or before the Closing, including without limitation, delivering the documents and fulfilling the conditions set forth in Article VII hereof.
Other Transactions at Closing. In addition to the transactions referred to in this Article 1 above, at the Closing, Pegasus shall deliver to the Purchaser the following: (
a) The minute books, stock certificate books, stock transfer ledgers, and corporate seals of the Company; (b)
Other Transactions at Closing. At the Closing:
(a) The Company shall execute and deliver to UroMed the Company Merger Certificate.
(b) UroMed and Merger Sub shall execute and deliver to the Company the UroMed Merger Certificate and the Merger Sub Merger Certificate, respectively.
(c) The Company and the Stockholders will execute and deliver to UroMed a closing certificate (without qualification as to knowledge or materiality) substantially in the form set forth in EXHIBIT H attached hereto.
(d) UroMed and Merger Sub will execute and deliver to the Company a closing certificate (without qualification as to knowledge or materiality) substantially in the form set forth in EXHIBIT H attached hereto.
(e) The Company will deliver to UroMed Affiliate's Agreements in the form of EXHIBIT I attached hereto (the "AFFILIATE'S AGREEMENT(S)") executed by each of Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and L. Xxx Xxxxx.
(f) The Company shall deliver to UroMed a pro forma balance sheet of the Company as of the Closing Date (the "CLOSING DATE PRO FORMA BALANCE SHEET"), determined in accordance with generally accepted accounting principles and applied on a consistent basis, which accurately reflects all of the assets and liabilities of the Company as of the Closing Date, and the assets and liabilities reflected on the Closing Date Pro Forma Balance Sheet shall not be less than and greater than, respectively, the assets and liabilities reflected on the Company's pro forma balance sheet dated as of January 31, 2001 (attached hereto as EXHIBIT G).
(g) UroMed and each of the Stockholders will execute and deliver the Registration Rights and Voting Agreement (as defined in Section 4) and the Registration Rights and Voting Agreement shall be in full force and effect.
(h) UroMed, each of the Stockholders and the Escrow Agent (as defined in Section 3.3) will execute and deliver the Escrow Agreement (as defined in Section 3.3) and the Escrow Agreement shall be in full force and effect.
(i) Each of Xxxxxx and Xxxxx shall terminate all prior employment agreements with the Company and UroMed and each of Xxxxxx and Xxxxx will execute and deliver employment agreements in the forms of EXHIBITS J-1 and J-2 attached hereto, respectively, and each such employment agreement shall be in full force and effect.
(j) The Company shall deliver an executed settlement agreement with Excelon, in form and substance satisfactory to UroMed.
(k) Xxxxxxx Xxxx LLP, counsel to UroMed and Merger Sub, will deliver to the Company a written legal opinio...
Other Transactions at Closing. (a) The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment by the Seller at the Closing of the following conditions:
(i) Executed confidentiality, non-competition, and release agreements by and among the persons listed on Schedule 1.4(a)(i) and the Companies, substantially in the form of Exhibit A attached hereto;
(ii) Certificates of Good Standing, with "bring down" telegrams or similar documentation as of the Closing Date, as to SK Associates, issued by the appropriate governmental authorities of the State of New York and each state in which SK Associates is required to be qualified to do business;
(iii) Certified copy of the Certificate of Incorporation of SK Associates, and all amendments thereto, certified by the Secretary of State of the State of New York;
(iv) Copies of the by-laws of SK Associates, resolutions of the Board of Directors of the Company authorizing the transactions contemplated by this Agreement, and a statement of incumbency and authority of the signing officers, certified by the secretary or assistant secretary thereof as being true and correct;
(v) Certificates of Good Standing, with "bring down" telegrams or similar documentation as of the Closing Date, as to SK Brokerage issued by the appropriate governmental authorities of the State of New York and each state in which SK Brokerage is required to be qualified to do business;
(vi) Certified copy of the Certificate of Incorporation of SK Brokerage, and all amendments thereto, certified by the Secretary of State of the State of New York;
(vii) Copies of the by-laws of SK Brokerage, resolutions of the Board of Directors of the Company authorizing the transactions contemplated by this Agreement, and a statement of incumbency and authority of the signing officers, certified by the secretary or assistant secretary thereof as being true and correct;
(viii) Certificates of Good Standing, with "bring down" telegrams or similar documentation, as to SK International issued by the appropriate governmental authorities of the State of Delaware and each state in which SK International is required to be qualified to do business;
(ix) Certified copy of the Certificate of Incorporation of SK International, and all amendments thereto, certified by the Secretary of State of the State of Delaware;
(x) Copies of the by-laws of SK International, resolutions of the Board of Directors of the Company authorizing the transactions con...
Other Transactions at Closing. At the Closing:
Other Transactions at Closing. (a) In addition to the transactions referred to in Sections 1.1 and 1.2 above, at the Closing, the Sellers shall deliver to the Purchaser the following: (i) Subsistence Certificates, with "bring down" telegrams or similar documentation as of the Closing Date, as to Media Marketplace, issued by the appropriate governmental authorities of the Commonwealth of Pennsylvania; (ii) Certified copy of the Articles of Incorporation of Media Marketplace, and all amendments thereto, certified by the Secretary of State of the Commonwealth of Pennsylvania; (iii) A copy of by-laws of Media Marketplace, certified by the secretary or assistant secretary thereof as being true, complete, and correct; (iv) Subsistence Certificates, with "bring down" telegrams or similar documentation as of the Closing Date, as to Media Division issued by the appropriate governmental authorities of the Commonwealth of Pennsylvania; (v) Certified copy of the Articles of Incorporation of Media Division, and all amendments thereto, certified by the Secretary of State of the Commonwealth of Pennsylvania; (vi) A copy of by-laws of Media Division, certified by the secretary or assistant secretary thereof as being true, complete, and correct;
Other Transactions at Closing. In addition to the transactions referred to in this Sections 1.1, 1.2, and 1.3 above, at the Closing, the Seller shall deliver to the Purchaser the following:
(a) The minute books, stock certificate books, stock transfer ledgers, and corporate seals of WAIG and of West America Investment Company, a California corporation d/b/a WestAmerica Investment Group, a wholly-owned subsidiary of WAIG ("WAIC");
(b) Resignations of all officers and directors of the WAIG and WAIC, except as mutually agreed;
(c) The Written Consent of any applicable regulatory authority.
(d) Certificates of Good Standing as to WAIG issued by the appropriate governmental authorities of the State of Arizona and each state in which the WAIG is qualified to do business;
(e) Certified copy of the Certificate of Incorporation of WAIG and WAIC, and all amendments thereto, certified by the Secretary of State of the State of Arizona; and
(f) A copy of by-laws of WAIG and WAIC, certified by the secretary or assistant secretary thereof as being true, complete, and correct.
Other Transactions at Closing. In addition to the transactions referred to in this Article 1 above, at the Closing, SPC shall deliver to PCI the following:
(a) The minute books, stock certificate books, stock transfer ledgers, and corporate seal;
(b) Resignations of all officers and directors of SPC;
(c) Certificate of Good Standing as to the Company issued by the appropriate governmental authorities of each state in which the Company is qualified to do business;
(d) Certified copy of the Certificate of Incorporation of the Company, and all amendments thereto, certified by the Secretary of State of the state of incorporation; and
(e) A copy of Bylaws of the Company, certified by the secretary or assistant secretary thereof as being true, complete, and correct.
