Seller and Shareholders as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof:
(i) a xxxx of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i)(the "Xxxx of Sale") executed by Seller;
(ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller;
(iii) a lease agreement with respect to the premises located at 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx in form and substance satisfactory to Buyer and its counsel and executed by Xxxx Properties, LLC in the form of Exhibit 2.7(a)(iii) (the "Facility Lease");
(iv) assignments of all Intellectual Property Assets and separate assignment of Seller's domain name executed by Seller;
(v) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller;
(vi) a certificate executed by Seller and each Shareholder as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2);
(vii) UCC termination statements for all lien filings against the Assets including from, but not limited to, National City Bank and Home Federal Bank;
(viii) a Non-Competition Agreement in the form of Exhibit 2.7(a)(viii) (the "Non-Competition") executed by Xxxxxxx Xxxxxxx;
(ix) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors and Shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 5.9 and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite docu...
Seller and Shareholders expressly acknowledge that the Rollover Business involves trade secrets, confidential and proprietary information and personal relationships with customers, and that the success of the Rollover Business is due in large part to the exclusive retention of such trade secrets, confidential and proprietary information and the undisturbed continuation of such personal relationships with customers.
Seller and Shareholders. Seller and Shareholders shall jointly and severally, indemnify, and hold Buyer harmless against losses, damages, taxes, penalties, costs and expenses (including accounting and legal fees) incurred by Buyer arising out of or involving (i) any liability, cost or expense that arises out of or involves the actions or operations of the Business or actions or nonactions by Seller's officers, directors, shareholders or employees with respect to the Business prior to the Closing Date; (ii) a breach of any of the representations made by Seller or Shareholders in this Agreement, (iii) the nonperformance of any covenant or agreement made in this Agreement by Seller or Shareholders, or (iv) any claims or actions arising out of the Business filed or made following the Closing Date but based on facts or occurrences prior to the Closing Date.
Seller and Shareholders realize that Seller, by becoming a holder of shares of Common Stock of Buyer (subject to the restrictions set forth in the aforesaid legends), agrees, prior to any transfer of shares of the Common Stock of Buyer, to give written notice to Buyer expressing the desire of Seller to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, Buyer shall present copies thereof to counsel to Buyer and the following provisions shall apply:
(i) If, in the opinion of such counsel, the proposed transfer of shares of the Common Stock of Buyer may be effected without registration under the Act and the State Acts, Buyer will promptly thereafter notify Seller thereof, whereupon Seller shall be entitled to transfer such shares of Common Stock of Buyer in accordance with the terms of the notice delivered by Seller to Buyer and upon such further terms and conditions as shall be required by Buyer to assure compliance with the Act and the State Acts; and Buyer will deliver, upon surrender of the stock certificate representing such shares of Common Stock of Buyer, in exchange therefor, a new certificate not bearing a legend of the character set forth in Section 8.20.5, if such counsel agrees that such securities legend is no longer required under the Act and the State Acts.
(ii) If, in the opinion of such counsel, the proposed transfer of the shares of Common Stock of Buyer may not be effected without registration under the Act and the State Acts, a copy of such opinion shall be delivered promptly to Seller, and such proposed transfer shall not be made unless such registration is then in effect or such transfer can be accomplished under an applicable exemption from registration as provided above.
Seller and Shareholders. On and after the Closing --------------- Date, Seller and Shareholders shall, and hereby do, jointly and severally, indemnify and hold harmless Issuer and Purchaser from and against and shall defend Purchaser against all liabilities, damages, costs, charges, legal fees, judgments, expenses or other losses ("Indemnifying Losses"):
(i) Arising from any misrepresentation by Seller or Shareholders in or pursuant to this Agreement or the Other Agreements or delivered to Purchaser or Issuer on or before the Closing Date; or
(ii) Resulting from breach of any warranty of Seller or Shareholders hereunder or under the Other Agreements, or breach or default in the performance of any of the covenants which Seller and Shareholders are required to perform under this Agreement or the Other Agreements;
(iii) Arising from or relating to any liability or obligation of Seller or Shareholders not expressly assumed by Purchaser pursuant to this Agreement, including without limitation the Excluded Liabilities and any federal, state or local income tax payable by Seller or any Shareholder as a consequence of the transactions described in this Agreement; or
(iv) Arising from, relating to the facts alleged in that certain litigation matter filed in the United States District Court, Northern District of Ohio, Eastern Division, Case No. 5:94CV692 styled CAD Warehouse, Inc., Plaintiff v. --------------------------------- Hewlett-Packard Co., et al., Defendant, which has been dismissed by Order dated -------------------------------------- November 3, 1994.
Seller and Shareholders. Seller and Shareholder represent and warrant, jointly and severally, to Buyer, as follows:
Seller and Shareholders agree with Buyer, and Buyer agrees with Seller and each of Shareholders to the following covenants, each of which shall survive the Closing pursuant to their terms:
Seller and Shareholders as the case may be, shall deliver to Buyer:
Seller and Shareholders have full power and authority to enter into this Agreement, and this Agreement constitutes a valid and legally binding obligation of Seller and the Shareholders, enforceable in accordance with its terms.
Seller and Shareholders acknowledge that they have each relied on their own tax advisors for the advice regarding the tax consequences of the transactions contemplated by this Agreement and has not received tax advice with respect thereto from Ashfxxx.xxx xx any of its officers, employees, or agents.
