The Seller Parties. Each of the Seller Parties is not in material violation of any, and has not received any written notices of a material violation with respect to any, applicable Laws with respect to the conduct, ownership or operation of the Business. None of the Acquired Technology, the Acquired Assets, or the Inventory violates any Environmental Laws, and the manufacture, packaging, and distribution of the Acquired Technology has been in material compliance with all Environmental Laws.
The Seller Parties and the Buyer Parties may disclose to a proposed assignee information in its possession relating to the provisions of this agreement which it is necessary to disclose for the purposes of the proposed assignment, notwithstanding the provisions of clauses 22 and 23.
The Seller Parties. At the Closing, the Seller Parties will deliver, or cause to be delivered, to the Purchaser the following: (i) a certificate evidencing the Class A Units, duly endorsed for transfer to the Purchaser; (ii) a receipt for the cash Purchase Price; (iii) executed counterparts of each Ancillary Agreement to which the Company or a Seller Party is a party; (iv) a certificate as to the non-foreign status of the Seller pursuant to Section 1.1445-2(b)(2) of the U.S. Treasury Regulations; (v) certified resolutions of the Board of Directors of each of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements; (vi) a duly executed certificate of the secretary or assistant secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and to the Ancillary Agreements; (vii) all original Books and Records (including organizational documents) of the Company; (viii) the certificate required by Section 9.03; (ix) certificates of good standing of the Company and the Seller from the Secretary of State of the State of Delaware, and comparable certificates, if available in the relevant jurisdiction, of good standing from the jurisdictions applicable to the Parent Designated Affiliates; 21 (x) certificates representing the shares or other applicable securities of the Transferred Subsidiaries duly endorsed in blank, or accompanied by stock powers duly executed in blank; (xi) certified resolutions of the managing member of the Company authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, as applicable; and (xii) such other bills of sale, assignments and other instruments of assignment, transfer or conveyance, in form and substance reasonably satisfactory to the Purchaser and the Seller Parties, as the Purchaser may reasonably request or as may be otherwise necessary (A) to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to the Company and the Class A Units to the Purchaser and (B) to put the Company in actual ownership, possession or control of the Transferred Assets, in each case duly executed by the Seller. (b)
The Seller Parties. At the Closing, the Seller Parties will deliver, or cause to be delivered, to the Purchaser the following:
The Seller Parties. CNL APF PARTNERS, LP, a Delaware limited partnership By: CNL APF GP, LLC, a Delaware limited liability company, its sole general partner By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory USRP (SFGP), LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory CNL FUNDING 2000-A, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory NET LEASE FUNDING 2005, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory CNL RESTAURANT CAPITAL CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxx Its Authorized Signatory [Signatures continue on the following page]
The Seller Parties. Buyer and Gulf Island acknowledge and agree that (i) the Seller Parties will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by the Seller Parties to any Employee in connection with the operation or conduct of the Business prior to or on the Closing Date and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Employee hired by Buyer in connection with the operation or conduct of the Business after the Closing Date.
