Seller Deliveries at Closing. Subject to fulfillment or waiver of the conditions set forth in Section 10 at the Closing, Seller will execute and/or deliver to Purchaser all of the following:
6.2.1 An Officer's Certificate of Seller dated the Closing Date, in form and substance reasonably satisfactory to Purchaser (i) attaching true and correct copies of resolutions of the Board of Managers of Seller and of the Selling Members authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (ii) containing incumbency certificates for the individuals authorized to execute this Agreement and all related agreements on behalf of Seller;
6.2.2 A Xxxx of Sale substantially in the form of Exhibit A hereto duly executed by Seller;
6.2.3 An Instrument of Assignment and Assumption substantially in the form of Exhibit B hereto duly executed by Seller;
6.2.4 An opinion of counsel to Seller substantially in the form of Exhibit C;
6.2.5 Certificates of title or origin (or like documents) with respect to any property included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title;
6.2.6 The closing certificate contemplated by Section 10 hereof;
6.2.7 Appropriate documentation reflecting an assignment to Purchaser of all rights and obligations (including all leasehold improvments, fixtures and fittings and all easements, rights of way and other appurtenants) under (i) that certain Office Lease dated June 16, 1993 by and between CFES and Walnut Street Holdings LP, as amended by that certain Amendment dated March 29, 2002 for premises at Xxxxx 0000, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, and (ii) that certain Sublease by and between Seller and Xxxxxx Xxxxxx for space in Wilmington, Delaware (together, the "Leases"); and
6.2.8 Evidence of executed endorsements, assignments, and other instruments of transfer and conveyance consistent with the terms of this Agreement as may be requested by Purchaser, in form and substance reasonably satisfactory to counsel for Purchaser, to effectively vest in Purchaser all of the right, title and interest of Seller in the Purchased Assets, free and clear of all Liens.
Seller Deliveries at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) a certificate dated as of the Closing Date, which certificate shall be validly executed on behalf of Seller by an appropriate executive officer of Seller, certifying that the condition specified in Section 3.2(a)(i) has been satisfied:
(i) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the date hereof (except that those representations and warranties that address matters only as of a particular date shall be true and correct as of such particular date), except where the failure of such representations and warranties to be so true and correct (without regard to any Material Adverse Effect or materiality qualifications set forth in any such representation or warranty) has not had and is not reasonably likely to have a Material Adverse Effect.
(b) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by each Seller Party;
(c) the Manufacturing and Supply Agreement, duly executed by each Seller Party;
(d) the License Agreement, duly executed by each Seller Party;
(e) evidence satisfactory to Buyer in its sole discretion of a full and unconditional release of the Acquired Assets from the Liens created by the Credit Agreement and the New Senior Note Agreement and the security documents related thereto; and
(f) all such additional instruments, documents and certificates provided for by this Agreement or as may reasonably be requested by Buyer in order to consummate the transactions contemplated herein.
Seller Deliveries at Closing. At the close of business on the Closing Date, Seller shall deliver possession of the Purchased Assets free and clear of all Liens and at the Closing shall execute and deliver, or cause to be executed and delivered, to Purchaser:
(a) one or more bills of sale conveying to Purchaser all of Seller's interest in and to the Equipment;
(b) one or more instruments of assignment assigning to Purchaser all of Seller's interest in the Contracts and consents to such assignments as are necessary to assure Purchaser of the full benefit of the same;
(c) one or more instruments of assignment assigning to Purchaser all Intellectual Property, which, to the extent necessary to assign such rights, shall be in recordable form;
(d) one or more instruments of transfer providing for the assignment to and assumption by Purchaser of the Assumed Liabilities (the "ASSUMPTION OF LIABILITIES");
(e) such other bills of sale and instruments of conveyance and consents as shall be necessary, or reasonably requested by Purchaser, in order effectively to convey to Purchaser all of Seller's right, title and interest in and to the Purchased Assets;
(f) as requested by Purchaser, pay-off letters and Lien discharges (or agreements therefor) from any person or entity with a Lien on any of the Purchased Assets;
(g) all of Seller's business records, books and other data relating to the Purchased Assets and Assumed Liabilities;
(h) the Leases and the Sublease;
(i) the opinion of counsel as provided in Article VII;
(j) the certificates, dated the Closing Date, as provided in Article VII;
(k) certified corporate votes of Seller, in form satisfactory to counsel to Purchaser, authorizing the execution and performance of this Agreement and all actions to be taken by Seller and Shareholder under this Agreement;
(l) the Price Adjustment Escrow Agreement;
(m) the Warranty and Obsolescence Escrow Agreement; and
(n) the Employment Agreements.
Seller Deliveries at Closing. In addition to all other deliveries required to be made at the Closing as described elsewhere herein, at or before the Closing, on the Closing Date, Seller shall deliver, or cause to be delivered, to SCC I LLC the following documents:
Seller Deliveries at Closing. At the Closing, the Seller shall:
(i) assign, transfer, convey and deliver the Shares to the Company, free and clear of all encumbrances (other than those arising under the Stockholders’ Agreement), and
(ii) deliver to the Company certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed.
Seller Deliveries at Closing. In addition to all other deliveries required to be made at the Closing as described elsewhere herein, at or before the Closing, on the Closing Date, Seller shall deliver, or cause to be delivered by Title Company, to Buyer the following documents:
Seller Deliveries at Closing. At the Closing, Seller shall deliver to Purchaser, together with funds sufficient to pay all Taxes necessary for the transfer, filing or recording thereof:
Seller Deliveries at Closing. On the Closing Date, each Seller shall deliver to Buyer the following:
2.4.1 A certificate or certificates evidencing the Shares sold by such Seller, accompanied by a duly executed stock power separate from the certificates in the form attached as Exhibit A; and
2.4.2 A certificate executed by an officer of such Seller (in the case of GE Capital), the general partner of such Seller (in case of GEIPPP), or, in the case of GE Pension, an authorized officer of GE Asset Management Incorporated ("GEAM"), certifying that all of the representations and warranties of such Seller herein are true and correct as of the Closing Date and that such Seller has performed and satisfied all of the agreements and covenants required to be performed by such Seller hereunder on or prior to the Closing.
Seller Deliveries at Closing. Seller shall have delivered to Purchaser the following, dated the Closing Date, and duly executed by authorized officers of Seller or its Affiliates, as applicable:
(i) (A) a certificate of an officer of Seller certifying and including the following: the resolutions of the Board of Directors (or an equivalent governing body) authorizing the execution, delivery and performance of this Agreement, the Transaction Documents, and the transactions contemplated hereby and thereby; and (B) each of the conditions specified in Section 6.02(a), Section 6.02(b) and Section 6.02(d) are satisfied;
(ii) unless Purchaser is entering into the Conveyed Medicare Advantage Contracts directly with CMS, the Novation Agreement;
(iii) the Administrative Services Agreement;
(iv) the Transitional Trademark License Agreement;
(v) the Assignment and Assumption Agreement; and
(vi) the FIRPTA Certificate, duly executed by Seller.
Seller Deliveries at Closing. At the Closing, the Seller shall deliver (and shall execute any deliverable as necessary) to Buyer each of the following:
(a) the Xxxx of Sale and Assignment of Purchased Assets;
(b) the Xxxx of Sale and Assignment of Owned Vehicles;
(c) all endorsements, assignments and other instruments of conveyance that shall be necessary and sufficient to transfer title to the remaining Purchased Assets to Buyer;
(d) physical possession and control of the Purchased Assets;
(e) the Escrow Agreement; and
(f) UCC-3 Financing Statements, discharges and releases, releasing all Liens on the Purchased Assets.
