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.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Smith K H), Stock Purchase Agreement (U S Technologies Inc), Stock Purchase Agreement (Warren James V)
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 of these steps shall be deemed to have occurred simultaneously):
(a) The Company and the Sellers Seller shall deliver to the Purchaser evidence, in such form as in each case is Buyer evidence 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, Buyer that each of the conditions to the obligations of the Sellers to sell the Shares to the Purchaser which is Buyer set forth in Article 8 IX of this Agreement has been satisfiedsatisfied and a certificate of an officer of the Seller to such effect;
(b) The Buyer shall deliver to the Seller evidence reasonably satisfactory to the Seller that each of the conditions to the obligations of the Seller set forth in Article X of this Agreement has been satisfied and a certificate of an officer of the Buyer to such effect;
(c) Each of the Sellers Seller and the Buyer shall deliver to the Purchaser duly executed certificates in valid form evidencing other a copy of the Shares owned by such resolutions of its Board of Directors and, as to the Seller, duly endorsed in blank also its members, authorizing the transactions contemplated by this Agreement, certified by a person authorized under the Seller’s Articles of Organization or accompanied by duly executed stock powers in form reasonably acceptable Operating Agreement to Purchaserso certify;
(d) The Purchaser Each of the Seller and the Buyer shall deliver to each the other a good standing certificate of such party (which is dated not more than 15 days prior to the Sellers a promissory note Closing) and the Seller shall deliver to the Buyer such bills of sale, endorsements and assignments in the amounts set forth in Schedule 1.2 which note forms attached hereto as Exhibit B, and other customary instruments and documents and certificates reasonably satisfactory to the Buyer as shall be sufficient to vest in the form Buyer good, valid and marketable title to the Subject Assets, free and clear of Exhibit A attached hereto accompanied all Liens, except as otherwise specifically permitted 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; andthis Agreement;
(e) The Purchaser Seller shall deliver to the Buyer possession of all tangible personal property constituting the Subject Assets which, to the extent not delivered to the Buyer’s designated location, shall be held in trust for the Buyer and designated as being the property of the Buyer, the originals of the Books and Records, the Regulatory Licenses and the Sellers Contracts;
(f) The Buyer shall deliver the Purchase Price in accordance with Sections 2.1 and 2.2; and
(g) Each of the Buyer and the Seller shall execute and deliver a cross receipt documents acknowledging receipt from the other, respectively, of the Shares Subject Assets and the Purchase Price.
Appears in 1 contract
Procedure at the Closing. At the Closing. , the parties agree to take and are hereby taking the following steps in the order listed below (provided, however, that upon their until the completion of all such steps none of them shall be deemed to have been completed and upon the completion of all such steps they shall be deemed to have occurred simultaneously):
(a) 1.4.1 The Company and the Sellers shall deliver are delivering 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 5.0 of this Agreement has been satisfied;.
(b) 1.4.2 The Purchaser shall deliver is delivering 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 6.0 of this Agreement has been satisfied;.
(c) Each of the 1.4.3 The Sellers shall deliver are delivering to the Purchaser duly executed certificates in valid form evidencing the Shares owned by such SellerShares, duly endorsed in blank or accompanied by duly executed stock powers powers, in form reasonably acceptable to Purchaser;either case with the Sellers' signatures thereon guaranteed by a bank or by a member firm of the New York Stock Exchange.
(d) 1.4.4 The Purchaser shall deliver is paying that portion of the Purchase Price allocable to each of the Sellers a promissory note in the amounts following manner: (i) the Purchaser is delivering to each of the Individual Sellers, by means of a check (which is not certified) payable to such Individual Seller, the amount set forth opposite such Individual Seller's name under the caption "Portion of Purchase Price Payable to Seller at Closing" on Schedule 1.4; (ii) the Purchaser is delivering to the Corporate Seller, by wire transfer to the bank account of the Corporate Seller which was designated in writing by the Corporate Seller to the Purchaser at least two full business days prior to the Closing Date, the amount set forth opposite the Corporate Seller's name under the caption "Portion of Purchase Price Payable to Seller at Closing" on Schedule 1.2 which note shall 1.4; and (iii) the Purchaser is delivering to the Escrow Agent (as hereinafter defined), by wire transfer to such account as was designated in writing by the Escrow Agent at least two full business days prior to the Closing Date, the sum set forth opposite each Seller's name under the caption "Portion of Purchase Price Payable to Escrow Agent at Closing" on Schedule 1.4, to be held and administered by the Escrow Agent in accordance with an escrow agreement (the "Escrow Agreement") substantially in the form of set forth as 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; andA.
(e) 1.4.5 The Purchaser and the Sellers shall execute are executing and deliver delivering a cross receipt acknowledging receipt from the other, respectively, of the Shares and the Purchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Griffith Micro Science International Inc)
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 of these steps shall be deemed to have occurred simultaneously):
(a) The Company and the Sellers Pixorial shall deliver to the Purchaser evidence, in such form as in each case is Company evidence 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, Company that each of the conditions to the obligations of the Sellers to sell the Shares to the Purchaser which is Company set forth in Article Section 8 of this Agreement has been satisfiedsatisfied and a certificate of an officer of Pixorial to such effect;
(b) The Company shall deliver to Pixorial evidence reasonably satisfactory to Pixorial that each of the conditions to the obligations of Pixorial set forth in Section 9 of this Agreement has been satisfied and a certificate of an officer of the Company to such effect;
(c) Each of Pixorial and the Sellers Company shall deliver to the Purchaser duly executed certificates in valid form evidencing other a copy of the Shares owned resolutions of its respective boards of directors, certified by such Sellertheir respective Secretary or Assistant Secretary and, duly endorsed in blank or accompanied as to Pixorial, also the consent of its shareholders and the Secured Creditors (as hereinafter defined), authorizing the transactions contemplated by duly executed stock powers in form reasonably acceptable to Purchaserthis Agreement;
(d) The Purchaser Each of Pixorial and the Company shall deliver to each the other a good standing certificates (or certificate of status or compliance) of such party (which is dated not more than 15 days prior to the Sellers Closing);
(e) Pixorial shall deliver to the Company a promissory note Bxxx of Sale and Assignment conveying all its right, title and interest in and to the amounts set forth in Schedule 1.2 which note shall be Assets in the form of Exhibit A attached hereto accompanied by a stock purchase warrant which as Exhibit B, as well as such other customary instruments and documents and certificates reasonably satisfactory to the Company as shall be sufficient to vest in the form Company good, valid and marketable title to the Assets, free and clear of Exhibit B attached hereto and secured by a Collateral Assignment and Security Agreement all Liens;
(f) The Company shall deliver the Shares within 5 business days after the Closing Date as provided for in the form of Exhibit C attached heretoSection 2.1; and
(eg) The Purchaser Each of the Company and the Sellers Pixorial shall execute and deliver a cross receipt documents acknowledging receipt from the other, respectively, of the Shares Assets and the Purchase PriceShares.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lifelogger Technologies Corp)
Procedure at the Closing. At the Closing. , the parties agree to take that the following steps in the order listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously):occur:
(a) The Company Seller shall have satisfied each of the conditions set forth in SECTION 10.
(b) Purchaser shall have satisfied each of the conditions set forth in SECTION 11.
(c) Seller shall execute and the Sellers shall deliver to the Purchaser evidencesuch deeds, bills of sale, endorsements, assignments, releases and other instruments, in such form as in each case is reasonably satisfactory to Purchaser and as shall be necessary to vest in Purchaser good and marketable title to the PurchaserAssets and Inventory, that each including, without limitation, a Xxxx of Sale and Assignment in the form attached hereto as EXHIBIT A, and Seller shall deliver to Purchaser immediate possession of the conditions Assets and Inventory. In addition, at Closing, Seller shall duly execute and deliver to Purchaser a Covenant not to Compete, in the form attached hereto as EXHIBIT B. Seller agrees to execute and deliver to Purchaser from time to time such further and particular assignments, consents, or other instruments in writing as Purchaser may request as appropriate or desirable to confirm its title in and to any and all of the Assets and Inventory sold, conveyed and assigned to Purchaser.
(d) At the Closing, Purchaser shall issue to Seller, for the Asset Purchase Price, certificates representing the shares of Purchaser Common Stock described in SECTION 4.1 and shall deliver such shares to Seller in the following manner: (i) Purchaser shall deliver into escrow in accordance with SECTION 12.3 certificates evidencing ten percent (10%) of the Asset Purchase Price (the "Escrow Shares"), rounded 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;
nearest whole share, and (bii) The Purchaser shall deliver to Seller one or more certificates evidencing the Sellers evidence, in such form as in each case is reasonably satisfactory to each balance of the Sellersshares of Purchaser Common Stock described in SECTION 4.
1. At the Closing, 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 Seller shall duly execute and 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 a sufficient number of stock powers in form reasonably acceptable to Purchaser;
(d) The blank, with signature guarantees, for use in connection with the Escrow Shares. At the Closing, Purchaser shall also deliver to each of Seller, for the Sellers a promissory note in the amounts set forth in Schedule 1.2 which note shall be Inventory Purchase Price, cash 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 company check from the other, respectively, of the Shares and the Purchase PricePurchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Electronic Support Products Inc)
Procedure at the Closing. At the Closing. , the parties agree to take the following steps in the order listed below (provided, however, that steps; upon their completion all such steps shall be deemed to have occurred simultaneously)::
(a) 3.2.1 The Company parties shall deliver the documents specified in Articles 7.0 and the 8.0.
3.2.2 The Sellers shall deliver to the Purchaser evidencedeeds in substantially the form attached hereto as Exhibit C, a xxxx of sale in substantially the form attached hereto as Exhibit D, assignments of lease in substantially the form attached hereto as Exhibit E, and such additional instruments, in such form as in each case is reasonably satisfactory to the Purchaser, that each of as shall be sufficient to vest in the conditions Purchaser good and marketable title to the obligation Purchased Assets, free and clear of the Purchaser all Liens other than Permitted Liens.
3.2.3 Terra shall cause Thermo Electron Corporation, a Delaware corporation ("Electron"), 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 Purchased Shares owned by such SellerElectron, duly endorsed in blank or accompanied by duly executed stock powers powers.
3.2.4 The Purchaser shall pay to the Sellers the Cash Consideration by wire transfer of immediately available funds (to an account(s) as specified by the Sellers no later than three business days prior to the Closing).
3.2.5 On or before the Closing Date, the Sellers shall pay, discharge or perform in form reasonably acceptable full all of the Excluded Liabilities that would result in a Lien (other than a Permitted Lien) on the Purchased Assets and shall terminate or cancel all contracts, agreements and commitments related to Purchaser;the Purchased Assets to which any of the Sellers is a party that would result in a Lien (other than a Permitted Lien) on the Purchased Assets, except for the Purchased Contracts. The Sellers shall pay, discharge, or perform in full all Excluded Liabilities not paid, discharged, performed, or extinguished on or before the Closing Date, as they come due according to their terms.
(d) 3.2.6 The Purchaser shall deliver to the Sellers an instrument of assumption of liabilities in substantially the form attached hereto as Exhibit F, and such additional instruments, in such form as in each case as is satisfactory to the Sellers, as shall be sufficient to effect the assumption by the Purchaser 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; andAssumed Liabilities.
(e) 3.2.7 The Purchaser and the Sellers shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Shares Purchased Assets and the Purchase PriceCash Consideration.
Appears in 1 contract
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 3.2.1. Seller and the Sellers Shareholder shall deliver to Buyer a Certificate in the Purchaser evidenceform of EXHIBIT B hereto, in such form as in each case is reasonably satisfactory to the Purchaser, certifying that each of the conditions to the obligation of the Purchaser Buyer to purchase the Shares Purchased Assets from the Sellers Seller which is set forth in Article 7 Sections 9.1. through 9.8. of this Agreement has been satisfied;.
(b) The Purchaser 3.2.2. Buyer and InfoCure shall each deliver to Seller a Certificate in the Sellers evidenceform of EXHIBIT C hereto, in such form as in each case is reasonably satisfactory to each of the Sellers, certifying that each of the conditions to the obligations of the Sellers Seller to sell the Shares Purchased Assets to the Purchaser Buyer which is set forth in Article 8 of Section 10. in this Agreement has been satisfied;.
(c) Each of the Sellers 3.2.3. Seller shall deliver to the Purchaser Buyer such deeds, bills of sale, endorsements assignments, lease assignments and estoppel agreements (duly executed certificates in valid form evidencing by the Shares owned by such Sellerlessor under the leases) and other instruments, 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 including a promissory note in the amounts set forth in Schedule 1.2 which note shall be Bill xx Sale in the form of Exhibit A attached EXHIBIT D hereto accompanied by and a stock purchase warrant which shall be Lease Assignment in the form of Exhibit B EXHIBIT E hereto, as shall be sufficient to vest in Buyer good and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
3.2.4. Buyer shall pay to Seller the Purchase Price (after the application of the estimate of the amount of the EBITDA Adjustment and Net Worth Adjustment as provided in Section 2.1.1.C. above) by wire transfer in accordance with the Wire Transfer Instructions attached hereto and secured by a Collateral Assignment and Security Agreement as EXHIBIT F.
3.2.5. Buyer shall deliver to Seller instruments, in the form of Exhibit C attached EXHIBIT G hereto; and
(e) The Purchaser and , as shall be sufficient to effect the Sellers shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, assumption by Buyer of the Shares and the Purchase PriceAssumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Halis Inc)
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 Seller 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 Premises from the Sellers Seller which is set forth in Article 7 of this Agreement has been satisfied;.
(b) The Purchaser shall deliver to the Sellers Seller evidence, in such form as in each case is reasonably satisfactory to each of the SellersSeller, that each of the conditions to the obligations of the Sellers Seller to sell the Shares Premises to the Purchaser which is set forth in Article 8 of this Agreement has been satisfied;.
(c) Each of the Sellers Seller shall deliver to Purchaser such deeds, bills of sale, endorsements, assignments and other instruments, in such form as in each case is reasonably satisfactory to Purchaser, as shall be sufficient to vest in Purchaser good and marketable title to the Premises, free and clear of all liens, mortgages, pledges, encumbrances, claims, charges and interests of every kind, except Permitted Exceptions.
(d) Seller shall deliver to Purchaser duly executed certificates the following:
(i) A warranty deed in valid proper, recordable statutory form evidencing conveying to Purchaser good and marketable fee simple title to the Shares owned by such SellerPremises, duly endorsed in blank or accompanied by duly executed stock powers free and clear of all liens, encumbrances, assessments and restrictions, except Permitted Exceptions. Such deed shall also convey to Purchaser all rights, easements and privileges appurtenant to the Premises, to the extent Seller has an interest therein;
(ii) A warranty xxxx of sale, in form reasonably acceptable to Purchaser, conveying to Purchaser title to the Equipment, free and clear of all liens and encumbrances;
(diii) The An assignment and assumption agreement, in form reasonably acceptable to Seller and Purchaser, conveying to Purchaser shall deliver all of Seller's right, title and interest in the Contracts that Purchaser has elected to each assume;
(iv) An affidavit, in form satisfactory to Purchaser and provided by Purchaser, stating that Seller is not a foreign person under Internal Revenue Code Section 1445.
(v) A customary owner's affidavit as to mechanic's and materialmen's liens and persons in possession of the Sellers Premises required by the Title Company as a promissory note condition to its agreement to delete the printed General Exceptions related to such liens and possession from the Commitment.
(vi) An owner's policy of title insurance insuring Purchaser's fee simple title to the Premises, without standard exceptions but including the endorsements required pursuant to this Agreement, in the amounts set forth amount of Nine Million One Hundred Thousand Dollars ($9,100,000).
(vii) If required by the Title Company in Schedule 1.2 order to issue the completed structure zoning endorsement required pursuant to this Agreement, a zoning letter executed by the municipality in which note shall be in the form Premises are located indicating that the Premises and the use thereof comply with the zoning ordinances of Exhibit A attached hereto accompanied by the municipality and do not constitute 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; andnon-conforming use.
(e) Purchaser shall pay the balance of the Purchase Price as provided in Paragraph 2, subject to the adjustments and prorations set forth below:
(i) The prorations and adjustments required pursuant to Section 2.2 of this Agreement;
(ii) The Completion Holdback, if any, required pursuant to Section 6.3 below shall be deposited into escrow with the Title Company pursuant to an escrow agreement reasonable acceptable to Seller, Purchaser and the Sellers Title Company.
(f) Purchaser and Seller shall execute and deliver a cross receipt acknowledging receipt from the other, respectively, of the Shares Premises and the Purchase Price.
(g) Seller shall pay for the owner's title policy, survey, transfer taxes, and one-half of all escrow fees. Purchaser shall pay for one-half of all escrow fees, the cost of the lender's policy and the cost for any special endorsements requested by the Purchaser in the ALTA Owner's title insurance policy.
Appears in 1 contract
Samples: Real Property Purchase Agreement (Shiloh Industries Inc)
Procedure at the Closing. At the Closing. , the parties hereto 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 evidenceViacom, in such form as and substance reasonably satisfactory to Viacom, the certificates described in each case is Section 9.1 hereof and all other previously undelivered documents required to be delivered by the Sellers to Viacom at or prior to the Closing pursuant to the terms of this Agreement.
(b) Viacom shall deliver to the Sellers, in form and substance reasonably satisfactory to the PurchaserSellers, that each of the conditions certificate described in
Section 10.1 hereof and all other previously undelivered documents required 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 be delivered by Viacom to the Sellers evidence, in such form as in each case is reasonably satisfactory to each of the Sellers, that each of the conditions at or prior to the obligations of the Sellers to sell the Shares Closing pursuant to the Purchaser which is set forth in Article 8 terms of this Agreement has been satisfied;Agreement.
(c) Each of the The Sellers shall deliver to the Purchaser duly executed certificates in valid form evidencing for the Shares owned by such Sellerbeing purchased, duly endorsed in blank or accompanied by duly executed stock powers executed in blank, in form reasonably acceptable satisfactory to Purchaser;Viacom and with all required stock transfer tax stamps affixed.
(d) The Purchaser Viacom shall deliver to each Seller $6.50 for each Share delivered by such Seller, by wire transfer of immediately available funds to an account of such Seller designated to Viacom in writing not less than two business days prior to 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; andClosing.
(e) The Purchaser Viacom and the Sellers each Seller shall execute and deliver a cross receipt acknowledging receipts acknowledging, in the case of Viacom, receipt from the other, respectively, such Seller of the Shares and purchased from such Seller and, in the case of a Seller, the portion of the Purchase PricePrice received by such Seller.
(f) DKB shall deliver to Viacom an incumbency certificate as to those officers executing this Agreement on its behalf.
(g) The parties shall deliver such other documents and certificates as may be reasonably required to close the transaction.
Appears in 1 contract
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 of these steps shall be deemed to have occurred simultaneously):
(a) The Company and the Sellers Seller shall deliver to the Purchaser evidence, in such form as in each case is Buyer evidence 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, Buyer that each of the conditions to the obligations of the Sellers to sell the Shares to the Purchaser which is Buyer set forth in Article 8 VIII of this Agreement has been satisfiedsatisfied and a certificate of an officer of the Seller to such effect;
(b) The Buyer shall deliver to the Seller evidence reasonably satisfactory to the Seller that each of the conditions to the obligations of the Seller set forth in Article IX of this Agreement has been satisfied and a certificate of an officer of the Buyer to such effect;
(c) Each of the Sellers Seller and the Buyer shall deliver to the Purchaser duly executed certificates in valid form evidencing other a copy of the Shares owned by such resolutions of its Board of Directors and, as to the Seller, duly endorsed in blank of the requisite number of the Shareholders, authorizing the transactions contemplated by this Agreement, certified by their respective Secretary or accompanied by duly executed stock powers in form reasonably acceptable to PurchaserAssistant Secretary;
(d) The Purchaser Each of the Seller and the Buyer shall deliver to each the other a good standing certificate of such party (which is dated not more than 15 days prior to the Sellers a promissory note Closing) and the Seller shall deliver to the Buyer such bills of sale, endorsements and assignments in the amounts set forth in Schedule 1.2 which note forms attached hereto as Exhibits C and D, and other customary instruments and documents and certificates reasonably satisfactory to the Buyer (including, without limitation, assignment forms for the Acquired Intellectual Property) as shall be sufficient to vest in the form Buyer good, valid and marketable title to the Subject Assets, free and clear of Exhibit A attached hereto accompanied all Liens, except as otherwise specifically permitted 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; andthis Agreement;
(e) The Purchaser Buyer shall deliver to the Seller instruments reasonably satisfactory to the Seller and the Sellers Seller's counsel for the Buyer to assume the Assumed Liabilities to the extent not satisfied as set forth in (j) below;
(f) The Seller shall execute deliver to the Buyer possession of all tangible personal property included within the Subject Assets, including, without limitation, the Inventory, the Fixed Assets and deliver a cross receipt acknowledging receipt from the otherRecords, respectivelywhich, to the extent not delivered to the Buyer's designated location, shall be held in trust for the Buyer and designated as being the property of the Shares Buyer;
(g) The Buyer shall deliver the Cash Payment and the Purchase Price.Escrowed Funds in accordance with Section 2.1(a);
(h) The Buyer shall deliver the Debenture to the Seller and the Seller shall re-deliver the Debenture to be held in accordance with Section 11.5
Appears in 1 contract
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 of these steps shall be deemed to have occurred simultaneously):
(a) The Company and the Sellers Seller shall deliver to the Purchaser evidence, in such form as in each case is Buyer evidence 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, Buyer that each of the conditions to the obligations of the Sellers to sell the Shares to the Purchaser which is Buyer set forth in Article 8 IX of this Agreement has been satisfiedsatisfied and a certificate of an officer of the Seller to such effect;
(b) The Buyer shall deliver to the Seller evidence reasonably satisfactory to the Seller that each of the conditions to the obligations of the Seller set forth in Article X of this Agreement has been satisfied and a certificate of an officer of the Buyer to such effect;
(c) Each of the Sellers Seller and the Buyer shall deliver to the Purchaser duly executed certificates in valid form evidencing other a copy of the Shares owned by such resolutions of its Board of Directors and, as to the Seller, duly endorsed in blank the Shareholders, authorizing the transactions contemplated by this Agreement, certified by its Secretary or accompanied by duly executed stock powers in form reasonably acceptable to PurchaserAssistant Secretary;
(d) The Purchaser Each of the Seller and the Buyer shall deliver to each the other a good standing certificate of such party (which is dated not more than 15 days prior to the Sellers a promissory note in Closing) and the amounts set forth in Schedule 1.2 which note Seller shall be deliver to the Buyer such bills of sale, endorsements and assignments in the form of Exhibit A attached hereto accompanied by as Exhibit B and made a stock purchase warrant which part hereof, and other customary instruments and documents and certificates reasonably satisfactory to the Buyer as shall be sufficient to vest in the form Buyer good, valid and marketable title to the Subject Assets, free and clear of Exhibit B attached hereto and secured all Liens, except as otherwise specifically permitted by a Collateral Assignment and Security Agreement in the form of Exhibit C attached hereto; andthis Agreement;
(e) The Purchaser Buyer shall deliver to the Seller instruments reasonably satisfactory to the Seller and the Sellers Seller's counsel for the Buyer to assume the Assumed Liabilities;
(f) The Seller shall deliver to the Buyer the Records (originals of which shall be provided for Records which affect the Buyer's rights with respect to the Subject Assets, e.g. warranties, invoices for Accounts Receivable), Licenses, Contracts and all tangible personal property constituting a portion of the Subject Assets;
(g) The Buyer and Pappalardo shall execute anx xxxxxxx the Consulting Agreement in the form attached hereto as Exhibit C and made a part hereof;
(h) The Buyer shall deliver a cross receipt acknowledging receipt from the otherLoan Purchase Price, respectivelythe Shareholder Notes Purchase Price, of the Shares Cash Purchase Price and the Purchase Price.Debenture to the Lenders, Pappalardo and the Seller, xx xxx xxxe may be, in accordance with Section 2.1, and the Seller shall re-deliver the Debenture to be held in accordance with Section 12.5
Appears in 1 contract
