Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties:
(a) The Sellers shall deliver to the Purchaser:
(i) a duly executed Escrow Agreement;
(ii) a duly executed transition services agreement in the form attached as Exhibit G hereto (the “Transition Services Agreement”);
(iii) a duly executed xxxx of sale and assignment and assumption agreement in the form attached as Exhibit H hereto (the “Xxxx of Sale and Assumption Agreement”), together with such other deeds, assignments and other transfer documents (the “Additional Transfer Documents”) reasonably requested by the Purchaser, to transfer title to the Purchaser, free and clear of any Liens, except for Permitted Liens, and pursuant to which the Purchaser shall assume the Assumed Liabilities in accordance with Section 2.3;
(iv) a duly executed assignment of each Transferred Lease in the form attached as Exhibit I hereto, which assignment shall also contain the Purchaser’s assumption of Assumed Liabilities to the extent related to the applicable Transferred Lease (the “Lease Assignment and Assumption Agreement”);
(v) stock certificates representing all of the Transferred Equity, together with duly executed stock powers or other instruments of transfer;
(vi) originals of all of the Transferred Books and Records, other than those whose delivery is postponed for purposes of the Transition Services Agreement;
(vii) a copy of each Required Consent in form and substance reasonably acceptable to the Purchaser;
(viii) a certificate of non-foreign status that complies with U.S. Treasury Regulations Section 1.1445-2(b)(2) from each Seller;
(ix) such properly completed certificates or other instruments as are necessary to claim available exemptions from the payment of Taxes under applicable Law;
(x) a certificate of the secretary of such Seller in form and substance reasonably acceptable to the Purchaser: (A) attaching a certificate of good standing of such Seller, issued within five (5) days of the Closing Date by the Secretary of State of the jurisdiction of such Seller’s organization; (B) attaching true, correct and complete copies of all resolutions of the board of directors of such Seller adopted in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions; and (C) setting forth the incumbency of its officers who have executed and delivered this Agreement or any other Transaction Documents, including therein a signature specimen for each such officer;
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Transactions to be Effected at Closing. At Closing, the following transactions shall be effected by the parties hereto:
(a) Buyers shall:
(i) pay to Sellers, by wire transfer of immediately available funds to a bank account or accounts designated by Sellers’ Representative in the Pre-Closing Statement, an amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Withholding Tax Amount (the Indian Withholding Tax Amount portion of such Withholding Tax Amount to be deposited with the Indian Governmental Authorities responsible for taxation as contemplated by Section 11.7(j) and the Brazilian Withholding Tax portion of such Withholding Tax Amount to paid to the Brazilian Governmental Authorities responsible for taxation as contemplated by Section 11.7(k)) it being understood that the amount Buyers pay at Closing in respect of the Tredegar India Interests (less the Indian Withholding Tax Amount) shall be paid by wire transfer to a bank account of Far East;
(ii) pay to Sellers, in the same wire transfer of immediately available funds contemplated by Section 3.2(a)(i), the amount comprising the sum of the Closing Transaction Expenses and the Closing Indebtedness to be repaid at Closing as set forth on the Pre‑Closing Statement for further remittance by or on behalf of Sellers in accordance with Sections 3.2(b)(i) and 3.2(b)(ii), respectively;
(iii) pay to the Escrow Agent, for deposit into the Escrow Account, the Escrow Amount as described in Section 2.2(c); and
(iv) deliver, or cause to be delivered, to Sellers’ Representative each of the documents, certificates and items required to be delivered by Buyers’ Parent pursuant to Article IX.
(b) Sellers shall:
(i) pay, or cause to be paid, on behalf of the Target Companies, the Closing Transaction Expenses as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds;
(ii) pay, or cause to be paid, on behalf of the Target Companies or Target Subsidiaries (as applicable), as directed, all Closing Indebtedness to be repaid at Closing as set forth on the Pre-Closing Statement from the amount received by Sellers pursuant to Section 3.2(a)(ii) by wire transfer of immediately available funds as specified in each Payoff Letter; and
(iii) deliver or cause to be delivered to Buyers’ Parent each of the documents, certificates and items required to be delivered by Sellers pursuant to Article VIII.
Transactions to be Effected at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(i) the item referred to in Section 7.2(c), appropriately executed;
(ii) a duly executed Xxxx of Sale, substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale”); and
(iii) a copy of the joint FDA notification cover letter and the Seller transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Seller transfer acknowledgement letter shall be in the form of Exhibit C-1 and Exhibit C-2, respectively, or such other form as the FDA may require as of the Closing Date.
(b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:
(i) the item referred to in Section 7.3(c), appropriately executed;
(ii) a duly executed Xxxx of Sale;
(iii) payment of the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer, such designation to occur at least three (3) Business Days prior to the Closing Date; and
(iv) a copy of the joint FDA notification cover letter and the Buyer transfer acknowledgement letter for inclusion in the FDA Notification Package, which FDA cover letter and Buyer transfer acknowledgement letter shall be in the form attached hereto as Exhibit C-1 and Exhibit C-3, respectively, or such other form as the FDA may require as of the Closing Date.
(c) On the Closing Date, Buyer and Seller shall submit the fully executed FDA Notification Package to the FDA.
Transactions to be Effected at Closing. At the Closing,
(a) Seller shall deliver, or cause to be delivered, to Buyer an executed Bill of Sale substantially in the form attached hereto as Exhibit A;
(b) Buyer shall deliver, or cause to be delivered, to Seller an executed Bill of Sale substantially in the form attached hereto as Exhibit A;
(c) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate from a duly authorized officer of Seller certifying as to the matters set forth in Section 6.02(c);
(d) Xxxxx shall deliver, or cause to be delivered, to Seller an executed certificate from a duly authorized officer of Buyer certifying as to the matters set forth in Section 6.03(c);
(e) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate of the secretary or an assistant secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the signature of each such person on this Agreement and such other document is such person’s genuine signature;
(f) Buyer shall pay or cause to be paid the Purchase Price to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer in the form of Valid Account Details, such designation to occur at least five (5) Business Days prior to the Closing Date;
(g) Seller shall deliver to Buyer: (i) a letter addressed to the FDA, substantially in the form set forth on Exhibit B hereto, and duly executed by Seller; and (ii) a letter addressed to Buyer, substantially in the form set forth on Exhibit C hereto and duly executed by Seller, acknowledging the transfer of the Priority Review Voucher from Seller to Buyer, in accordance with applicable Legal Requirements and this Agreement;
(h) Buyer shall deliver to Seller: (i) a letter addressed to the FDA, substantially in the form set forth on Exhibit B hereto, and duly executed by Xxxxx; and (ii) a letter addressed to Seller, substantially in the...
Transactions to be Effected at Closing. On the Effective Date, the following shall occur simultaneously with the purchase (the “Prior Share Purchase”) of 1,500 Class A Shares by TL from TCG pursuant to the Share Purchase Agreement dated June 29, 2011, between TCG and TL:
(a) TCG shall loan $67,302,647 to TAP, pursuant to that certain Demand Loan Facility, dated June 30, 2011 (the “Loan”), between TCG and TAP.
(b) TMCL, as sole owner of TAP, shall direct TAP to direct TCG to use the proceeds of the Loan to repay $67,302,647 principal amount of the Secured Notes by TMCL pursuant to the TMCL Indenture.
(c) TMCL shall contribute to TAP (i) twelve and one half of one percent (12.5%) of the Class A Containers (as defined in the Members Agreement) owned by TMCL as of May 31, 2011 (the “Designated Containers”), subject to adjustment for Class A Containers sold during the month of June 2011, free and clear of all indebtedness and encumbrances including the lien of the TMCL Indenture and Secured Notes, plus (ii) the Containers Proceeds Claim to be paid by TL, as described in Sections 2(f) and 2(g) below. TMCL shall execute and deliver to TAP a xxxx of sale, substantially in the form of Exhibit A hereto, that sets forth the Class A Containers to be contributed to TAP.
(d) TMCL shall contribute the Contribution Claim to TAP.
(e) TMCL shall distribute all of the shares of TAP (the “Transferred Shares”) to TCG, in redemption of all Class A Shares remaining held by TCG after the effectiveness of the Prior Share Purchase, so that after the redemption, TL will own all of the Class A Shares and Class B Shares of TMCL. TMCL shall execute and deliver to TCG an instrument of transfer of the Transferred Shares, substantially in the form of Exhibit B hereto (the “Instrument of Transfer”), and all other documents received or reasonably requested by TCG to transfer the Transferred Shares.
(f) On or after July 1, 2011 but before July 8, 2011, TL shall pay to TAP, on behalf of TMCL, an amount equal to the Estimated Contribution Claim.
(g) On or after July 1, 2011, but no later than August 15, 2011, TL shall pay to TAP on behalf of TMCL (i) the amount of the Containers Proceeds Claim and (ii) the excess of the Contribution Claim over the Estimated Contribution Claim previously paid to TAP; provided, however, that if the Estimated Contribution Claim shall exceed the Contribution Claim then TAP shall refund such excess to TL.
Transactions to be Effected at Closing. (a) Seller will deliver or cause to be delivered to Buyer each of the following items, in each case appropriately executed:
(i) the Assignment and Assumption Agreement;
(ii) the Xxxx of Sale;
(iii) the Assignment of Intellectual Property;
(iv) original stock certificates for the Seller Subsidiaries (as defined in Section 5.13), along with an original stock power executed in blank;
(v) all Contracts, Receivables, Books and Records, Furniture and Equipment Inventory and Claims being assigned or transferred pursuant to the Assignment and Assumption Agreement, Xxxx of Sale and Assignment of Intellectual Property, other than the Excluded Assets;
Transactions to be Effected at Closing. Subject to the fulfillment (or to the extent legally permitted, waiver) of the conditions set forth in Article VII, at the Closing, Seller and the Buyers and Parent, respectively, shall duly execute and deliver all of the Related Documents and the Buyers shall make payment to the Willtek Group of the Cash Purchase Price in the manner set forth in Section 2.5(a).
Transactions to be Effected at Closing. Subject to the terms and conditions of this Agreement, at 9:00 a.m. (Reno time) on the Closing Date, Seller shall sell and convey to Buyer, and Buyer shall purchase for the consideration described below, free and clear of all Encumbrances, Seller’s entire membership interest in the Company (the “Interest”):
Transactions to be Effected at Closing. At the Closing:
(a) The Sellers shall surrender to the Purchasers the certificate or certificates in their possession representing the Series F Preferred Stock and Common Stock owned by the Sellers.
(b) The Sellers shall surrender to the Purchasers or, at the Purchasers' direction, the Company, the Warrants in their possession.
(c) The Sellers shall surrender to the Purchasers such evidence of the transfer of the Membership Interests as the Purchasers shall reasonably request (it being understood that the Membership Interests are uncertificated).
(d) The Sellers shall provide a notice to the Purchasers for delivery to the Company in form and substance reasonably satisfactory to the Purchasers including (i) notice of the transactions contemplated hereby, (ii) the items contained in Section 2.3, and (iii) instructions to deliver any certificate or certificates representing the Series F Preferred Stock and Common Stock or Warrants owned by the Sellers not in the Sellers' possession to the Purchasers.
(e) The Purchasers shall deliver the Purchase Price to the Sellers in accordance with Section 1.1.
(f) Each of the parties shall execute and deliver to the other parties hereto such other documents or instruments as any party hereto reasonably requests to effect the transactions contemplated hereby.
Transactions to be Effected at Closing. At the Closing, the following transactions shall be effected by the parties:
(a) The Seller shall and, to the extent applicable, shall cause its Affiliates to:
(i) deliver to the Purchaser a duly executed xxxx of sale in the form of Exhibit A (the “Xxxx of Sale”);
(ii) deliver to the Purchaser a certificate stating that the Seller (or, if the Seller is a disregarded entity for U.S. federal income tax purposes, its regarded owner) is not a “foreign” person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise executed in accordance with, Treasury Regulations Section 1.1445-2(b)(2); and
(iii) deliver or cause to be delivered to the Purchaser a duly executed Assignment and Assumption Agreement in the form of Exhibit B (the “Assignment and Assumption Agreement”).
(b) The Purchaser shall:
(i) pay to the Seller by wire transfer of immediately available funds to a bank account designated in writing by the Seller an amount equal to the Purchase Price;
(ii) deliver to the Seller (or one of its Affiliates, if applicable) the duly executed Xxxx of Sale; and
(iii) deliver to the Seller (or one of its Affiliates) the duly executed Assignment and Assumption Agreement.
