Procedure at the Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(i) (A) a Xxxx of Sale, Assignment and Assumption Agreement, in customary form and reasonably agreeable to the Parties, duly executed by Seller, and (B) notarized Bills of Sale for each Vessel and in form suitable for recording with the Panamanian Registry (the items set forth in subsections (A) and (B) are collectively referred to as the “Bills of Sale”);
(ii) the Assignment of Contracts, duly executed by Seller;
(iii) a certificate from each Seller, duly executed by an officer or manager of such Seller, certifying as to the matters set forth in Sections 7.1(a) and (b);
(iv) all of the Records, Permits, Vessel Documentation and Intellectual Property (provided that Seller may retain copies of such documentation);
(v) evidence of the Transcripts of Registry and other consents and releases referred to in Sections 5.7 and 7.1(c);
(vi) a Protocol of Delivery and Acceptance for each Vessel in a form acceptable to the Panamanian Registry (the “Protocols of Delivery and Acceptance”), duly executed by the applicable Seller;
(vii) a Preferred Provider Agreement (the “Preferred Provider Agreement” duly executed by Seller, in the form attached as Exhibit 2.3(a)(vii) hereto;
(viii) an Assignment and Assumption of Lease Agreement (the “Assignment of Lease Agreement”) duly executed by Seller, in the form attached as Exhibit 2.3(a)(viii) hereto;
(ix) a certified copy of the resolutions of Seller’s board of directors or similar governing body authorizing the transactions contemplated hereby;
(x) licenses (or proof of license or registration) for each Vessel for participation in Nigeria’s coastal trade, including, without limitation, licenses (or proof of license or registration) with the Special Register for Vessels and Ship Owning Companies engaged in Cabotage;
(xi) copies of any purchase orders made by Seller for equipment ordered but not received on or prior to the Closing Date;
(xii) waivers from Nigeria build, ownership and xxxxxxx requirements or evidence of applications and payment for the waiver of such requirements; and
(xiii) such other instruments and documents as Buyer may reasonably require.
(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(i) the Purchase Price, as adjusted pursuant to Section 2.4, in immediately available funds by wire transfer to the account designated by Seller in writing at least two Business Days prior to the Closing Date;
(ii) the...
Procedure at the Closing. At the Closing. the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously):
(a) The Company and the Sellers shall deliver to the Purchaser evidence, in such form as in each case is reasonably satisfactory to the Purchaser, that each of the conditions to the obligation of the Purchaser to purchase the Shares from the Sellers which is set forth in Article 7 of this Agreement has been satisfied;
(b) The Purchaser shall deliver to the Sellers evidence, in such form as in each case is reasonably satisfactory to each of the Sellers, that each of the conditions to the obligations of the Sellers to sell the Shares to the Purchaser which is set forth in Article 8 of this Agreement has been satisfied;
(c) Each of the Sellers shall deliver to the Purchaser duly executed certificates in valid form evidencing the Shares owned by such Seller, duly endorsed in blank or accompanied by duly executed stock powers in form reasonably acceptable to Purchaser;
(d) The Purchaser shall deliver to each of the Sellers a promissory note in the amounts set forth in Schedule 1.2 which note shall be in the form of Exhibit A attached hereto accompanied by a stock purchase warrant which shall be in the form of Exhibit B attached hereto and secured by a Collateral Assignment and Security Agreement in the form of Exhibit C attached hereto; and
(e) The Purchaser and the Sellers shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Shares and the Purchase Price.
Procedure at the Closing. At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously): Asset Purchase Agreement between Xxxxx-Xxxxxxx, Livonia, LLC and Uniflow Corporation and Secom General Corporation
3.2.1 The Seller shall deliver to the Purchaser evidence, in such form as in each case is satisfactory to the Purchaser, that each of the conditions to the obligation of the Purchaser to purchase the Purchased Assets from the Seller which is set forth in Article 9 of this Agreement has been satisfied.
3.2.2 The Purchaser shall deliver to the Seller evidence, in such form as in each case is satisfactory to the Seller, that each of the conditions to the obligation of the Seller to sell the Purchased Assets to the Purchaser which is set forth in Article 10 of this Agreement has been satisfied.
3.2.3 The Seller shall deliver to the Purchaser such bills of sale, endorsements, assignments and other instruments, in such form as in each case is satisfactory to the Purchaser, as shall be sufficient to vest in the Purchaser good and marketable title to the Purchased Assets, free and clear of all liens, mortgages, pledges, encumbrances, and charges of every kind.
3.2.4 The Purchaser and Secom shall execute a lease agreement for the property located at 46001 - 00000 Xxxxx Xxxxx Xxxxxx, Xxxx, Xxxxxxxx ("Premises") in the form of the lease agreement that is attached to Schedule 3.2.4 ("Lease Agreement") and Purchaser, as Tenant, shall deliver the first month's rent and tax installment.
3.2.5 The Purchaser shall pay to the Seller the Consideration and the Purchased Inventory Consideration (the "Purchase Price") by wire transfer or certified or bank cashier's check.
3.2.6 The Purchaser shall deliver to the Seller instruments, in such form as in each case is satisfactory to the Seller, as shall be sufficient to effect the assumption by the Purchaser of the Assumed Liabilities.
3.2.7 The Purchaser and the Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Purchased Assets and the Purchase Price.
3.2.8 The Purchaser and Seller shall execute the Royalty Agreement.
3.2.9 The Purchaser and Secom shall execute a sublease agreement for the Amplicon leased equipment used by the Seller, in the form of the sublease agreement that is attached to Schedule 3.2.9 ("Sublease Agreement") and the Purchaser, as Tenant, shall ...
Procedure at the Closing. At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall be deemed to have occurred simultaneously):
(a) At the Closing, Seller shall deliver to Buyer appropriate bills of sale and other assignment documentation reasonably satisfactory to Buyer transferring Seller’s right, title and interest in the Business, and (b) such other documents as may be required under applicable law or reasonably requested by Buyer to transfer ownership of the Business to Buyer; and
(b) At the Closing, Buyer shall deliver to Seller (A) the one or more applicable stock certificates evidencing the Seller Shares, duly endorsed in blank or accompanied by stock powers duly executed with signature guaranteed in blank, or other instruments of transfer in form and substance reasonably satisfactory to Buyer, (B) any documentary evidence of the due recordation in the Company's share register of Buyer's full and unrestricted title to the Seller Shares, and (C) such other documents as may be required under applicable law or reasonably requested by Seller to terminate Buyer’s ownership interest in the Seller Shares.
Procedure at the Closing. At the Closing, the parties agree that the following shall occur:
(a) The Shareholder shall have satisfied each of the conditions set forth in ARTICLE IV and shall deliver to the Buyer the documents, certificates, opinions, consents and letters required by ARTICLE IV.
(b) The Buyer shall have satisfied each of the conditions set forth in ARTICLE IV and shall deliver the documents, certificates, consents and letters required by ARTICLE IV.
(c) The Buyer shall issue the shares of the Buyer's Common Stock issuable pursuant to SECTION 1.5, registered in the name of the Sellers, and shall deliver such shares in the following manner: (i) the Buyer shall set aside and hold in accordance with SECTION 5.4 share certificates representing 22,500 shares of the Buyer's Common Stock (the "HELD BACK SHARES"), and (ii) the Buyer shall deliver share certificates representing the balance of the shares of the Buyer's Common Stock issuable in accordance with SECTION 1.5 to the Sellers. The shares of the Buyer's Common Stock issuable pursuant to SECTION 1.5, including the Held Back Shares, are referred to herein as the "BUYER'S SHARES."
Procedure at the Closing. At the Closing, the parties agree that the following shall occur:
3.3.1 The Seller shall have satisfied each of the conditions set forth in Article 8 and shall deliver all items into the Escrow Account required by Section 3.2.2 to the Purchaser.
3.3.2 The Purchaser shall have satisfied each of the conditions set forth in Article 9 and shall deliver all items into the Escrow Account required by Section 3.2.1.
Procedure at the Closing. At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously):
3.2.1 The Shareholders shall deliver to LKQ the certificates, instruments and other documents required to be delivered by the Shareholders pursuant to Section 7.0.
3.2.2 LKQ shall deliver to the Shareholders the certificates, instruments and other documents required to be delivered by LKQ pursuant to Section 8.0.
3.2.3 The Shareholders shall deliver to LKQ certificates evidencing the Shares, duly endorsed in blank or accompanied by duly executed stock powers.
3.2.4 LKQ shall pay to each of the Shareholders such Shareholder’s Cash Consideration by wire transfer.
3.2.5 LKQ shall pay to the Escrow Agent the Escrow Amount by wire transfer.
3.2.6 LKQ and the Shareholders shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Shares and the Purchase Price.
Procedure at the Closing. At the Closing:
(i) Supplier shall execute and deliver to ENBC instruments of assignment in form and substance satisfactory to ENBC sufficient to convey to ENBC all right, title and interest of Supplier in and to the Option Assets, all necessary consents or approvals of third parties (including any governmental entities) to the transactions contemplated hereby, subscription agreements of Supplier and the Members satisfactory in form and substance to ENBC, in the event ENBC has elected to deliver ENBC Stock or BCI Stock at the Closing, and an opinion of Xxxxxxxxx, Daily, Xxxxxxx & XxXxx, or other counsel reasonably acceptable to ENBC, dated as of the Closing Date and in a form reasonably acceptable to ENBC, to the effect that: (A) Supplier is a limited liability company duly organized and validly existing under the laws of the State of Indiana with full power and authority to own or lease its properties, to carry on its business as it is being conducted and to convey the Option Assets to ENBC pursuant to this Agreement, (B) the sale of the Option Assets has been duly authorized by all necessary action of Supplier under Indiana law, its articles of incorporation and bylaws, (C) the sale of the Option Assets will not conflict with or violate any provision of the articles of organization or operating agreement of Supplier, conflict with or violate any order, judgment or decree known to such counsel applicable to Supplier or the Members or by which any of Supplier's properties are affected, or result in a breach of, or constitute a default (or any event which with notice or lapse of time would become a default) under, or give to others any rights of first refusal, termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the Option Assets pursuant to, any notice, bond, mortgage, indenture contract, agreement, lease or other instrument or 4 obligation known to such counsel by which Supplier or any of the Members is bound or by which any of the Supplier's properties are affected, (D) the sale of the Option Assets will not, require any consent, approval, exemption, authorization or permit of, filing with or notification, or other action by, any court, administrative agency or governmental or regulatory authority, under any provision of Indiana or Federal law, except for such consents and approvals as shall have been obtained and filings which shall have been made, and (E) to such counsel's knowledge, th...
Procedure at the Closing. At the Closing, the parties shall take the following actions and all such actions shall be deemed to have occurred simultaneously:
Procedure at the Closing. At the Closing, the parties agree that the following shall occur:
(a) The Company shall have satisfied each of the conditions set forth in Article VI and shall deliver to Parents the documents, certificates, opinions, consents and letters required by Article VI.
(b) Parents and Merger Sub shall have satisfied each of the conditions set forth in Article VII and shall deliver to the Company the documents, certificates, consents and letters required by Article VII.
(c) The Merger Consideration shall be paid.
