Seller Deliverables. Subject to the terms hereof, the Sellers shall have delivered, or caused the Company to deliver to Parent, the following additional documents and instruments:
(i) subject to Section 2.1(d), the Certificates representing the shares of Common Stock owned by such Seller, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to Parent;
(ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller in form and substance reasonably satisfactory to Parent stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to Parent and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that Parent and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate);
(iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative;
(iv) counterpart signature pages to the Xxxxxxx Noncompetition Agreement, duly executed by Xxxxxx X. Xxxxxxx;
(v) counterpart signature pages to the Xxxxxx Noncompetition Agreement, duly executed by Xxxxxxx Xxxxxx;
(vi) certificates (dated not more than ten days prior to the Closing) as to the good standing of each of the Company and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity;
(vii) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Indebtedness, and receipts or other acknowledgments reasonably acceptable to Parent that all Seller Expenses have been paid;
(viii) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company;
(ix) a certificate from an officer of each Seller that is not an individual, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons exec...
Seller Deliverables. At the Closing, upon delivery of the Purchase Price, the Seller shall deliver to each Purchaser:
(i) an executed counterpart of this Agreement;
(ii) copies of the letter of transmittal and direction letter to the Corporation providing for delivery of the Purchaser’s respective Purchased Securities to such Purchaser; and
Seller Deliverables. At the closing, Seller shall deliver to Purchaser a duly executed Patent Assignment(s).
Seller Deliverables. Seller shall have delivered, or caused to be delivered, to Purchaser each of the deliverables described in Section 2.9(a).
Seller Deliverables. As of the Initial Closing Date, Purchaser shall have received from Seller the following documents:
(i) certificates of existence of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership from, their states of incorporation, organization or formation;
(ii) a true and complete copy of the certificate of incorporation, certificate of limited partnership or certificate of organization or formation, as applicable, of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership, and all amendments thereto, certified by each such entity's state of incorporation, organization or formation;
(iii) a true and complete copy of the bylaws or operating agreement of Seller, Subsidiary 3, and each Company, as applicable, and all amendments thereto, certified by each such entity's Secretary or other duly authorized officer;
(iv) a certificate from the Secretary or other duly authorized officer of Seller, Subsidiary 3, and each Company, that its certificate of incorporation or certificate of formation has not been amended since the date of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect the corporate or other existence of Seller, Subsidiary 3 or either Company, as applicable;
(v) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement, and all agreements, instruments and documents to be delivered by Seller in connection herewith and the Transactions, certified by its Secretary;
(vi) a true and complete copy of the resolutions of the board of directors of Subsidiary 3 authorizing the execution, delivery and performance of all agreements, instruments and documents to be delivered by Subsidiary 3 in connection with this Agreement and the Transactions, certified by its Secretary;
(vii) a certificate from the Secretary of Seller as to the incumbency and signatures of its officers who will execute and deliver documents at the Initial Closing or who have executed and delivered this Agreement;
(viii) an Assignment Agreement related to the Seller Interests in Subsidiary 1;
(ix) the Voting Rights Agreement;
(x) a properly executed statement of Seller conforming to the requirements of Treasury Regulation Section 1.1445-2(...
Seller Deliverables. At the Closing, subject to the terms and conditions of this Agreement, the Seller shall deliver, or cause to be delivered, to the Buyer:
(a) a counterpart duly executed by the Seller of the Assignment and Assumption Agreement;
(b) a certificate duly executed by an authorized officer of the sole member of the Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers, board of directors or similar governing body of the Seller authorizing the execution and delivery of the Transaction Documents to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date;
(c) a properly executed affidavit, prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2) and in form reasonably acceptable to the Buyer, certifying that the Seller is not a foreign person within the meaning of the Code; and
(d) a copy of (i) the notice delivered by Seller to the Collateral Agent pursuant to and in accordance with Section 9(b) of the FPS LLC Pledge Agreement dated as of a date at least five (5) Business Days prior to the Closing Date and (ii) any other documentation reasonably requested by the Collateral Agent under the FPS LLC Pledge Agreement pursuant to Section 9(b) of the FPS LLC Pledge Agreement (including any transfer powers relating to newly-issued membership interest certificates).
Seller Deliverables. At the Closing, the Seller shall deliver to the Buyer:
(i) Such Consents, estoppel certificates, Permits and other Instruments as Buyer may reasonably request to enable it to conduct the Business without interruption or disruption;
(ii) Closing certificates, duly executed by the appropriate officers of the Company, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer, certifying the fulfillment of the closing conditions set forth in Section 2.06(a) hereof;
(iii) The Employment Agreement(s), duly executed by the Executives, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer;
(iv) An executed lease between the Company and the landlord of each of the Company’s [x] offices, in the form attached hereto as Exhibit A, relating to real estate located at [insert addresses] for a minimum term of five (5) years upon terms mutually agreed upon by the Company, Iron Eagle, and said landlords;
(v) Financials:
(a) PCAOB GAAP certified Audited Financial Statements of the Company for Fiscal Years ending December 31, 2008, 2009 and 2010.
(b) GAAP Reviewed financials of the Company for the ten (10) months ending October 31, 2011.
(vi) Consent to the transfers contemplated in this SPA by the surety on all bonds issued for pending construction projects of the Company;
(vii) Consent of all secured creditors of the Company to the Transaction, including but not limited to Company’s banks;
(viii) Certificate(s) evidencing the Shares, endorsed in blank or with executed powers of assignment attached; and
(ix) Opinion of the Company’s Counsel, dated on the Closing Date, substantially in the form attached hereto as Exhibit B hereto; and
Seller Deliverables. At Closing, Seller shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Title Company or perform all of the following:
10.2.1 Special Warranty Deed (the “Deed”) conveying title to the Property in form substantially similar to Exhibit C attached hereto and incorporated herein by this reference;
10.2.2 Non Warranty Deed (the “Non Warranty Deed”) in a form substantially similar to Exhibit D attached hereto and incorporated herein by this reference, which shall use the legal description from the Survey..
10.2.3 A general assignment and assumption agreement (the “Assignment”) assigning to Purchaser all of Seller’s right, title and interest in and to all Service Contracts to be assumed by Purchaser pursuant to the terms of this Agreement (to the extent assignable) and Related Rights, and, subject to the terms of this Agreement, providing for Purchaser’s assumption thereof;
10.2.4 Any other documents to evidence the authority of Seller to consummate the Closing reasonably requested by the Title Company or Purchaser;
10.2.5 Possession of the Property free and clear of all parties in possession, and all keys, codes and other security devices in Seller’s possession for all facilities at the Property; waiver; have been satisfied.
10.2.6 The Title Company’s standard Owner/Seller affidavit and lien
10.2.7 The FIRPTA Affidavit, executed by Seller; and
10.2.8 A certification stating that the conditions set forth in Section 14.1.1
Seller Deliverables. Seller agrees to deliver merchantable title to the Property at Closing and execute, acknowledge (as appropriate) and deliver to Buyer the following at the Closing: (a) act of sale without warranty of title (except as to Seller’s acts) and subject to the waiver of warranties as set forth herein; (b) such possession and lien affidavits (without indemnity) if and as reasonably required by a title insurer; (c) settlement statement; (d) such other documents as may be reasonably required to consummate the transactions set forth herein; and (e) any closing expenses required by the Seller herein. The date of the Closing shall be extended to allow for any curative work necessary to satisfy Seller’s obligation to deliver merchantable title. Until all defects in Seller’s title have been cured, after a 60-day delay in the original date scheduled for the Closing, the Buyer may at Buyer’s option terminate this Agreement and receive a return of the Deposit, less any amount then owed for Change Orders. If the Seller is unable to cure title defects after 90 days from the original date scheduled for the Closing, then the Seller may, at the Seller’s option, terminate this Agreement by returning the Deposit to the Buyer.
Seller Deliverables. At the Closing, Seller and the Company, as applicable, shall deliver to Buyer each of the following:
(i) stock certificates evidencing all of the Shares, accompanied by appropriate stock powers or other instruments of transfer duly executed in blank with respect to all such stock certificates;
(ii) counterparts of the Transaction Documents to which Seller is a party (other than this Agreement) duly executed by Seller;
(iii) resignations from each of the directors and executive officers of the Group Companies, other than those directors and officers designated in writing by Buyer to Seller at least three (3) Business Days prior to the Closing;
(iv) a certificate signed by an executive officer of the Company, stating that the conditions specified in Section 7.1(a), Section 7.1(b) and Section 7.1(c) have been satisfied;
(v) a certificate, dated as of the Closing Date, signed by the Secretary, Assistant Secretary or corollary officer of the Company, certifying that attached thereto are complete and correct copies of (A) each Group Company’s Governing Documents and (B) all requisite resolutions adopted by the Company’s board of directors approving this Agreement and the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby;
(vi) all federal and state forms used to make a Section 338(h)(10) election requiring the signature of Seller, duly executed by the ESOP Trustee on behalf of Seller;
(vii) certificates of non-foreign status in accordance with United States Treasury Regulations Section 1.1445-2(b)(2) executed on behalf of each of the Company and the Seller, respectively; and
(viii) An amendment to the 2015 LTIP to determine the achievement of each performance metric set forth in the 2015 LTIP as of the Closing, in a form subject to the prior review and approval of Buyer.
