Performance of Agreements and Deliveries. Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of Seller to the effect that the conditions set forth in Sections 6.1 and 6.2 have been satisfied;
(b) A certificate, dated the Closing Date, from Seller's Secretary as to the charter, by-laws, authority and the incumbency of all officers executing the Seller Documents on behalf of Seller;
(c) A certified copy of Seller's Articles of Incorporation from the Secretary of State of the State of Indiana;
(d) An Amendment to the Articles of Incorporation and any other required documentation, which effect a change of Seller's name;
(e) A certificate of the status of the corporation of the Seller from the Secretary of State of the State of Indiana; and
(f) Such other certificates and instruments reasonably requested by Buyer.
Performance of Agreements and Deliveries. Each Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by such Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of such Seller to the effect that the conditions set forth in Sections 6.1, 6.2 and 6.9 have been satisfied;
(b) A certificate, dated the Closing Date, from such Seller's Secretary as to the Certificate of Incorporation, By-Laws, authority and the incumbency of all officers executing the Seller Documents on behalf of such Seller;
(c) A certified copy of such Seller's Certificate of Incorporation from the Secretary of State of the State of North Carolina;
(d) With respect to GDS, an Amendment to the Certificate of Incorporation and any other required documentation, which effect a change of Seller's name, which name change shall take effect not more than five (5) days following the date of Closing;
(e) A Certificate of Existence from the Secretary of State of the State of North Carolina; and
(f) Such other certificates and instruments reasonably requested by Buyer.
Performance of Agreements and Deliveries. Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of Seller to the effect that the conditions set forth in Sections 6.1 and 6.2 have been satisfied;
(b) A certificate, dated the Closing Date, from Seller's Secretary as to the Certificate of Incorporation, By-Laws, authority and the incumbency of all officers executing the Seller Documents on behalf of Seller;
(c) A certified copy of Seller's Certificate of Incorporation from the Secretary of State of the State of Tennessee;
(d) An Amendment to the Certificate of Incorporation and any other required documentation, which effect a change of Seller's name, which name change shall take effect not more than five (5) days following the date of Closing;
Performance of Agreements and Deliveries. Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of Seller to the effect that the conditions set forth in Sections 6.1 and 6.2 have been satisfied;
(b) A certificate, dated the Closing Date, from Seller's Secretary as to the Seller's Articles of Incorporation, By-Laws, authority and the incumbency of all officers executing the Seller Documents on behalf of Seller;
(c) A certified copy of Seller's Articles of Incorporation from the Secretary of State of the State of Florida;
(d) An Amendment to the Articles of Incorporation and any other required documentation, which effect a change of Seller's name, which name change shall take effect not more than five (5) days following the date of Closing;
(e) A Certificate of Good Standing from the Secretary of State of the State of Florida; and
(f) Such other certificates and instruments reasonably requested by Buyer.
Performance of Agreements and Deliveries. Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of IH and Nutrition 21 to the effect that the conditions set forth in this ARTICLE 6 have been satisfied and Seller have performed all covenants which it is obligated to perform prior to Closing;
(b) A certificate, dated the Closing Date, from the Secretary of IH and Nutrition 21 as to the good standing of the Seller, and the authority and the incumbency of all officers executing the Seller Documents on behalf of Seller;
(c) an opinion of Fxxxxx & Fxxxxx, dated the Closing Date, in the form reasonably acceptable to the Buyer;
(d) Buyer and Seller shall have executed a Noncompetition Agreement in a form reasonably acceptable to Buyer, which shall include a restriction period of four years, and Buyer shall have been assigned certain non-competition and confidentiality agreements between the Seller and each of Mxxx Xxxxxxxx and Axxxxx Xxxxx;
(e) A long form Certificate of Good Standing for each of IH and Nutrition 21 issued by the state of their formation dated no earlier than 15 days prior to Closing;
(f) An Escrow Agreement in a form acceptable to Buyer providing for the escrow of $100,000.001 in respect of any future claim (an “Escrow Claim”) by the holder of Patent 5,843,919 on glucosamine and fish oil combinations (the “ Subject Patent”) that Buyer is liable to the holder of the Subject Patent because Seller infringed the Subject Patent prior to the Closing. Each of Buyer and Seller agree to instruct the escrow agent in writing (with a copy of the other party) to promptly release: (a) to Buyer all amounts necessary to satisfy Seller’s indemnification to Buyer in respect of any Escrow Claim; and (b) to Seller all amounts remaining in escrow after any Escrow Claim (i) has been settled by agreement with the holder of the Subject Patent, or (ii) has been determined by the final and non-appealable judgment of a court. The Escrow Agreement shall also direct the escrow agent to release to Seller all amounts that remain in escrow on the second anniversary of the Closing. The escrow is not available to fund any other claim or claims by Buyer against Seller, whether ...
Performance of Agreements and Deliveries. Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of Seller to the effect that the conditions set forth in Sections 6.1, 6.2 and 6.7 have been satisfied;
(b) A certificate, dated the Closing Date, from Seller's Secretary as to the certificate of incorporation, bylaws, authority and the incumbency of all officers executing the Seller Documents on behalf of Seller;
(c) A certified copy of Seller's certificate of incorporation from the Secretary of State of the State of Mississippi;
(d) A certificate of good standing from the Secretary of State of the State of Mississippi; and
(e) Such other certificates and instruments reasonably requested by Buyer and acceptable to Seller's counsel
Performance of Agreements and Deliveries. Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of Seller to the effect that the conditions set forth in Sections 5.1 and 5.2 have been satisfied;
(b) A certificate, dated the Closing Date, from Seller's Secretary as to the certificate of formation, limited liability company operating agreement, authority and the incumbency of all officers executing the Seller Documents on behalf of Seller;
(c) A certified copy of Seller's certificate of formation from the Secretary of State of the State of Florida;
(d) An Amendment to the certificate of formation and any other required documentation, which effect a change of Seller's name;
(e) A certificate of good standing from the Secretary of State of the State of Florida; and
(f) Such other certificates and instruments reasonably requested by Buyer.
Performance of Agreements and Deliveries. Seller shall have performed ---------------------------------------- in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from one of the members to the effect that the conditions set forth in Sections 6.1 and 6.2 have been satisfied;
(b) A certificate, dated the Closing Date, from one of the members of Seller as to the charter, Operating Agreement, authority and the incumbency of all members executing the Seller Documents on behalf of Seller;
(c) A certified copy of Seller's Articles of Organization from the Secretary of State of the State of Michigan;
(d) An Amendment to the Articles of Organization and any other required documentation, which effect a change of Seller's name;
(e) A certificate of good standing from the Secretary of State of the State of Michigan; and
(f) Such other certificates and instruments reasonably requested by Buyer.
Performance of Agreements and Deliveries. Seller shall have performed in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation, a certificate, dated the Closing Date, from Seller to the effect that the conditions set forth in this Section 5.1 have been satisfied and that the representations and warranties set forth in Section 2 are true and correct.
Performance of Agreements and Deliveries. Seller shall have performed ---------------------------------------- in all material respects all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by Seller prior to or upon the Closing Date and shall have delivered all documents and items required to be delivered at or prior to the Closing, including, without limitation:
(a) A certificate, dated the Closing Date, from the President of Seller to the effect that the conditions set forth in Sections 6.1 and 6.2 have been satisfied;
(b) A certificate, dated the Closing Date, from Seller's Secretary as to the charter, by-laws, authority and the incumbency of all officers executing the Seller Documents on behalf of Seller;
(c) A certified copy of Seller's Articles of Incorporation from the Secretary of State of the State of Michigan;
(d) A certificate of good standing from the Secretary of State of the State of Michigan; and
(e) Such other certificates and instruments reasonably requested by Buyer.
