Seller’s Deliveries at the Closing. At the Closing, Seller shall deliver to Buyer:
(i) an Officer’s Certificate of Seller, executed by an appropriate officer of Seller, in the form attached hereto as Exhibit B;
(ii) a bxxx of sale (the “Bxxx of Sale”), executed by Seller, in the form attached hereto as Exhibit C;
(iii) an assignment and assumption agreement (the “Assignment and Assumption Agreement”), executed by Seller, in the form attached hereto as Exhibit D;
(iv) an assignment and transfer of trademark agreement (the “Trademark Assignment”), executed by Seller, in the form attached hereto as Exhibit E;
(v) an assignment and transfer of copyrights agreement (the “Copyright Assignment”), executed by Seller, in the form attached hereto as Exhibit F;
(vi) an assignment and transfer of domain names agreement (the “Registrant Name Change Agreement”), executed by Seller, in the form attached hereto as Exhibit G or the appropriate transfer form as dictated by the applicable registrar to the entities legally allowed to accept such transfer, which shall be determined by Buyer;
(vii) a license agreement (the “License Agreement “), executed by Seller, in the form attached hereto as Exhibit H;
(viii) a transition services agreement (the “Transition Services Agreement”), executed by Seller, in the form attached hereto as Exhibit I;
(ix) a sublease agreement (the “Sublease”), executed by Seller, in the form attached hereto as Exhibit J;
(x) a sales and marketing agreement (the “Sales and Marketing Agreement”, and together with the Bxxx of Sale, the Assignment and Assumption Agreement, the Trademarks Agreement, the Copyright Assignment, the Registrant Name Change Agreement, the Transition Services Agreement and the Sublease, the “Ancillary Agreements”), executed by Seller, in the form attached hereto as Exhibit K; and
(xi) such other deeds, endorsements, assignments, assumptions and all other instruments of transfer, reasonably satisfactory in form and substance to Buyer and its counsel, as shall be necessary to vest in Buyer all of Seller’s interest in and title to the Purchased Assets and the Assumed Liabilities; provided, however, that such additional documents will not contain any additional representations, warranties or indemnities.
Seller’s Deliveries at the Closing. At the Closing, Seller and the Canadian Subsidiary shall deliver or cause to be delivered to Purchaser the following:
(a) a Xxxx of Sale executed by Seller and the Canadian Subsidiary;
(b) the Technology Cross License executed by Seller (or the purchaser of the Non-North America Business, if applicable, pursuant to Section 6.9(a));
(c) such further bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary under applicable Law to vest in Purchaser all right, title and interest in, to and under the Transferred Assets and to evidence Purchaser’s assumption of the Assumed Liabilities;
(d) an affidavit of Seller stating, under penalties of perjury, Seller’s taxpayer identification number and that Seller is not a foreign person in accordance with Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder;
(e) an affidavit of the Canadian Subsidiary certifying, under penalties of perjury, the Canadian Subsidiary’s name, address and identifying number, and that none of the Transferred Assets sold or otherwise transferred by the Canadian Subsidiary to Purchaser (or to an Affiliate of Purchaser) in connection with this Agreement is a “United States real property interest,” within the meaning of Section 897(c) of the Code;
(f) the certificates contemplated by Section 8.2(b);
(g) short-form assignment agreements, in a form reasonably acceptable to Purchaser and suitable for recordation with applicable Governmental Authorities, executed by an authorized representative of Seller, Canadian Subsidiary and the Seller Subsidiary, as applicable, that assign the North America Intellectual Property to Purchaser;
(h) a list of all due dates in Seller’s and its Subsidiaries’ ordinary course of business for filing with any Governmental Authority any documents necessary to secure, maintain and enforce Purchaser’s rights in and to the Copyrights, Patents, and Trademarks included in the Transferred Assets, which due dates occur within ninety (90) days after the Closing Date (the “Government Authority Fee Schedule”);
(i) a duly executed and properly completed Form GST44, “Election Concerning the Acquisition of a Business or Part of a Business” (or any successor form thereto), pursuant to which the Canadian Subsidiary and Purchaser jointly elect under Section 167 of the Excise Tax Act (Canada) to have subsection 167(1.1) ap...
Seller’s Deliveries at the Closing. At the Closing, the Seller shall deliver to the Buyer bills of sale, deeds, endorsements, assignments and all other instruments of transfer, reasonably satisfactory in form and substance to the Buyer and its counsel, as shall be effective and necessary to vest in the Buyer all of the Seller's interest in and title to the Transferred Assets, together with the certificates and other agreements contemplated by Article VII.
Seller’s Deliveries at the Closing. At the Closing, the Seller shall deliver (or cause to be delivered) to the Buyer:
(i) The Assignment, duly executed by the Seller.
(ii) An Officer’s certificate for the Seller, in the form of Exhibit B(i), duly executed on behalf of the Seller.
(iii) A Secretary’s certificate for the Seller, in the form of Exhibit C(i), duly executed on behalf of the Seller.
(iv) Evidence of the resignation or removal of any officers, directors, managers and other representatives of each Company that Seller has appointed and has the Legal Right to remove or cause the resignation or removal of as of the Closing.
Seller’s Deliveries at the Closing. At or prior to the Closing, the Seller shall deliver, or cause to be delivered or released from escrow, as the case may be, to each Purchaser the following documents:
3.2.1. Share transfer deed, duly executed by the Seller, transferring to each of the Purchasers the respective portion of the Purchased Shares purchased by such Purchaser, in the form attached hereto as Exhibit 3.2.1;
3.2.2. Duly executed irrevocable letter of instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the transfer of the Purchased Shares to such Purchaser at the Closing;
3.2.3. A certificate executed by the Seller certifying that: (i) the representations and warranties of the Seller hereunder are true and correct as of the date hereof and as of the Closing Date as if made on such date; and (ii) all covenants required by the terms hereof to be performed by the Seller on or prior to the Closing Date have been so performed; and
3.2.4. Spousal consent to entering into this Agreement and consummating the transactions contemplated hereby, including, without limitation, the transfer and sale of Purchased Shares to the Purchasers pursuant to the terms hereof, validly executed by the spouse of the Seller.
Seller’s Deliveries at the Closing. Sellers must have delivered to AIDEA at the Closing, duly executed and in the proper form, all instruments, assignments, agreements, certificates and other documents required under Section 8.02.
Seller’s Deliveries at the Closing. At the Closing, the Sellers shall deliver to the Buyer:
(i) The Acquired Assets Assignments, duly executed by the Retained Companies.
(ii) Documentation evidencing the transfer of 100% of the Acquired Equity Interests of each of the Acquired Companies to Buyer;
(iii) The Deeds duly executed by the appropriate Retained Companies.
(iv) The Employment Agreements, duly executed by the individuals listed on Schedule 1(h).
(v) The Non-Competition Agreements, duly executed by the individuals listed on Schedule 1(i).
(vi) The Registration Rights Agreement, duly executed by the Retained Companies.
(vii) The Unitholder Rights Agreement, duly executed by the Retained Companies.
(viii) The Security Agreement, duly executed by the Retained Companies.
(ix) The Release, duly executed by DPP.
(x) Certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Subject Assets for which a certificate of title or origin evidences title, and with respect to any applicable Subject Assets (other than in respect of vehicles or other equipment owned by the Acquired Companies), together with properly completed assignments of such vehicles or other equipment to the Buyer, duly executed by the Retained Companies.
(xi) Such other bills of sale, assignments and other instruments of transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Acquired Assets to the Buyer.
(xii) A release of all Encumbrances relating to indebtedness for borrowed money identified in Part II of Schedule 4(a)(i), without any post-Closing liability or expense to the Companies, Business, Subject Business, Subject Assets, Acquired Companies or the Buyer, in form and substance reasonably acceptable to the Buyer.
(xiii) An Officer’s certificate for each Seller, in a form to be mutually agreed by Buyer and Sellers, duly executed by the President (or equivalent position) on behalf of such Seller.
(xiv) A Secretary’s certificate for each Seller, in a form to be mutually agreed by Buyer and Sellers, duly executed on behalf of such Seller.
(xv) An opinion of counsel reasonably acceptable to the Buyer, in a form reasonably satisfactory to Buyer.
(xvi) An acknowledgement of acceptance of all terms and conditions of the Buyer’s partnership agreement, including a power of attorney, as provided in the Buyer’s partnership agreement, executed by each Retaine...
Seller’s Deliveries at the Closing. The Seller will make the following deliveries at the Closing, duly executed and properly acknowledged, as appropriate:
(a) the Acquired Assets;
(b) bill of sale, assignment and assumption agreement, in form and substance reasonably satisfactory to the Buyer and the Seller;
(c) the Employment Agreement;
(d) UCC-3 releases or similar termination statements with respect to all security interests filed against the Acquired Assets;
(e) evidence satisfactory to the Buyer that the Seller has paid at or prior to the Closing all of the Excluded Liabilities (or shall have made arrangements satisfactory to the Buyer to pay the Excluded Liabilities after the Closing);
(f) all necessary third party consents, authorizations and approvals; and
(g) such certificates, instruments and documents that the Buyer and its counsel may reasonably request.
Seller’s Deliveries at the Closing. Subject to and upon the terms and conditions of this Agreement, at the Closing, the Sellers will deliver, or cause to be delivered, to Buyer: (a) one or more stock certificates that, in the aggregate, represent all of the Shares, in each case duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer and with any required stock transfer stamps attached, (b) the officer's certificate provided for in Section 9.2(c); (c) an executed copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit A; (d) an executed copy of the Escrow Agreement substantially in the form attached as Exhibit G, (e) an executed copy of a non-competition and confidentiality agreement between Robert Wilkerson and the Coxxxxx xxxxxxxxxxlly in the form attached hereto as Exhibit H-1, (f) executed copies of amendments to the change in control agreements between S. Ward Bushnell and Genie Xxxxxxgs, Inc. and F. Roger Brown and Genie Holdixxx, Xxx., each amendment agreement to be substantially in the form attached hereto as Exhibit H-2, (g) executed copies of amendments to the change in control agreements for at least five of the seven employees set forth in Section 2.5 of the Sellers Disclosure Schedule, each substantially in the form attached hereto as Exhibit H-3, (h) executed copies of amendments to the Lease Agreements in substantially the form attached hereto as Exhibit I, (i) an executed copy of the Company Representation Letter substantially in the form attached as Exhibit D, (j) an executed copy of the Sellers' Representative Agreement substantially in the form attached as Exhibit B, (k) an executed opinion from Perkins Coie LLP addressixx xxx opinions set forth on Exhibit M attached hereto and (k) such additional documents and certificates required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement.
Seller’s Deliveries at the Closing. (a) Stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers;
(b) A certified copy of the resolutions adopted by the Board of Directors of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby;
(c) Written resignations of all directors and officers of the Subsidiaries requested by Buyer to resign prior to the Closing Date;
(d) The officer's certificate referred to in Section 7.3;
(e) The opinion of counsel referred to in Section 7.6
