Seller’s Deliverables. In addition to the satisfaction of the conditions set forth in Section 2.2, at the Closing the Seller shall also deliver or cause to be delivered to the Buyer:
(a) the original of the Employment Agreements duly executed, simultaneously with the execution of this Agreement, by each of the Key Employees identified in Schedule 3;
(b) all government approvals necessary for the purchase of the Shares contemplated by this Agreement, including without limitation evidence that the Guarantors (and any other party required to do so under applicable Legal Requirements) have completed the amendment registration pursuant to SAFE Circular 75 in connection with the transfer of the Shares from the Guarantors to the Seller.
(c) the duly executed resolutions of the members of the Company approving the transfer of the Shares from the Seller to the Buyer and consummation of the transactions contemplated by this Agreement substantially in the form attached hereto as Exhibit 2.4 (c), ;
(d) a written certification by the Seller consistent with Section 2.2(a) above in the form attached hereto as Exhibit 2.4(d);
(e) a share transfer form duly executed by the Seller transferring the Shares to the Buyer, together with all the outstanding share certificates of the Company (with the Buyer to assume responsibility of delivering the original share transfer form and the outstanding share certificates to the Company’s registered agent);
(f) the original, current and complete Company Share Register, with Buyer’s name entered thereon as the sole shareholder of the Company, to be delivered to Buyer simultaneously upon Seller’s receipt of written confirmation by the payor bank of Buyer’s irrevocable wire transfer of immediately available cash funds in the amount of the Cash Payment to the bank account designated in writing by Seller for this purpose.
(g) written resignations of all current directors of the Company;
(h) current and complete copies of all Company books (if any) and records, including, without limitation, the register of shareholders, the register of directors, the register of charges and the Company Minute Book;
(i) a “certificate of incumbency” from the Company’s registered agent setting forth the names of all Company directors and shareholders as of the time immediately before Closing, according to the records of the registered agent;
(j) confirmation that the “client of record” (as such term is commonly understood by registered agents handling company affairs in the BVI) for...
Seller’s Deliverables. On or prior to the date hereof (the Closing Date) Seller has delivered to (or caused to be delivered to) Buyer:
(a) A good standing certificate and certified charter documents of each Project Company and Seller, each of recent date, from the Secretary of State of the State of New York;
(b) Copies of the resolutions of the member or managers of Seller, certified by the secretary of Seller, as to the authorization of this Agreement, the Seller Documents and all of the transactions contemplated hereby, and the operating agreement of each Project Company, certified by an appropriate officer of each Project Company;
(c) Copies of, all the Seller Approvals required under this Agreement, by any Governmental Authority, pursuant to any Contract or required by any Law in order to execute and deliver this Agreement and to perform its obligations hereunder, including the consents and approvals set forth on Schedule 3.6, which Seller Approvals and consents do not contain any conditions that could adversely and materially affect Buyer or any Project Company and all waiting periods required by any Law shall have expired;
(d) A notarized Assignment with respect to the Membership Interests in the form of Exhibit A;
(e) All instruments and documents necessary to evidence the release of all Encumbrances, including payoff letters and appropriate UCC financing statement amendments (termination statements);
(f) A copy of (i) all Project Contracts, and (ii) executed versions of each Assignment and Assumption Agreement or Bill of Sale required to assign all of the rights of Seller and its Affiliates in the Projects, and required to assign all Project Contracts to the respective Project Company to the extent not a party thereto;
(g) A non-foreign affidavit, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that Seller is not a “foreign person” as defined in Code Section 1445; and
(h) A release regarding each Project Company substantially in the form attached as Exhibit C.
Seller’s Deliverables. At the Closing, the Seller shall deliver to the Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to the Purchaser:
(i) The documentation (such as certificates, if any) representing the Seller’s SCC Rights to be transferred through the Transferred Rights; and
(ii) A duly executed instrument of assignment, in the form attached as Exhibit A hereto.
Seller’s Deliverables. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to delivery of the following documents by Sellers:
(a) a certificate of an officer of the Company dated as of the Closing Date and certifying (i) that correct and complete copies of its Organic Documents are attached thereto, (ii) that correct and complete copies of each resolution of its board of directors approving the Company Documents to which it is a party and authorizing the execution thereof and the consummation of the transactions contemplated thereby are attached thereto and (iii) the incumbency and signatures of the persons authorized to execute and deliver the Company Documents on behalf of the Company;
(b) the resignations, effective as of the Closing, and release of claims to fees or expenses of each director and officer of the Company whose resignation has been requested by the Buyer;
(c) duly executed instruments of assignment or transfer from each Seller with respect to all of his or her Shares;
(d) a FIRPTA Certificate in form and substance satisfactory to the Buyer; and
(e) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to consummate the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to the Buyer. The Buyer may waive any of the foregoing deliverables specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing.
Seller’s Deliverables. On or before the Closing Date, Seller shall deliver or cause to be delivered to the Title Company the following items, to the extent in Seller’s possession and to the extent not previously provided to Buyer: (a) Special Warranty Deed; and (b) Seller’s Closing Statement and such other documents as Title Company may require at Closing and which are approved by the Seller.
Seller’s Deliverables. At the Closing, Seller shall deliver to Buyer:
(a) a xxxx of sale in the form attached hereto as Exhibit “B” for the Purchased Assets executed by Seller in favor of Buyer (the “Xxxx of Sale); and
(b) an assignment agreement in the form attached hereto as Exhibit “C” for the balance of the Purchased Assets executed by Seller in favor of Buyer (the “Assignment Agreement”);
Seller’s Deliverables. Seller shall have delivered to Buyer the agreements, documents and other items described in Section 4.2.
Seller’s Deliverables. On the Closing Date, each of the following documents shall have been delivered to the Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated):
(a) a certificate executed by the Secretary of Company attaching and certifying as true and correct copies of (A) the Company’s current certificate of incorporation, certified by the Secretary of State of the State of Delaware as of a date not more than fifteen (15) calendar days prior to the Closing Date, and bylaws, and (B) the resolutions of the Company’s board of directors approving and adopting this Agreement and the transactions relating hereto;
(b) Non-Competition, Non-Solicitation and Non-Disclosure Agreement, in the form attached hereto as Exhibit B, duly executed by Xx. Xxx (the “Non-Competition Agreement”);
(c) certificates representing the Kyalin Stock, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer;
(d) releases in the form of Exhibit C executed by each Seller;
(e) a certification duly executed by each Seller certifying in accordance with Section 1445 of the Code that such Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code and that such Seller is therefore exempt from the withholding requirements of said section;
(f) resignations of all of the directors and officers of the Company, effective on the Closing Date;
(g) a properly completed and duly executed IRS Form W-9 or W-8 (as applicable) from each Seller; and
(h) such other documents and instruments as the Buyer may reasonably request to effect the Closing.
Seller’s Deliverables. At the time of the Closing of the transaction contemplated by this Agreement, Seller shall deliver to USL the following items:
(a) a fully executed original of Seller’s Assignment;
(b) two (2) fully executed originals of this Agreement;
(c) such other instruments of conveyance and transfer, in a form satisfactory to USL, as shall be reasonably required to vest-in USL good and enforceable title in and to Seller’s Interest.
Seller’s Deliverables. In addition to any other documents to be delivered under other provisions of this Agreement or the Master Purchase Agreement, the Seller shall deliver and release, subject to and in accordance with this Section, to the Purchaser the following on or prior to the Closing:
(a) an original Bill of Sale executed by the Seller;
(b) four originals of the Assignment and Assumption Agreement executed by the Seller;
(c) four originals of this Agreement executed by the Seller;
(d) executed Affidavit of Lost Certificate for the Acquired Subsidiary;
(e) an original Limited Power of Attorney granted by the Seller pursuant to Section 5.04 hereof;
(f) executed resignations from each director and officer of the Acquired Xxxxxxxxxx;
(g) a copy of the articles of incorporation of the Acquired Subsidiary, certified by the secretary or another authorized officer of the Acquired Subsidiary; and
(h) a copy of the bylaws of the Acquired Subsidiary, certified by the secretary or another authorized officer of the Acquired Subsidiary.
