Closing Deliveries of Buyer. At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following:
(a) A duly executed counterpart of the Escrow Agreement;
(b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent.
(c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities;
(d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement;
(e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement;
(f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement;
(g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement;
(h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement;
(i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and
(j) An executed copy of the Promissory Note;
(k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and
(l) An executed copy of the Transition Services Agreement (as defined below); and
(m) Such other instruments and documents as Seller may reasonably request.
Closing Deliveries of Buyer. At Closing, Buyer will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to Seller:
(a) copies of the resolutions or consent action adopted by or on behalf of the Board of Directors and the shareholders of Buyer evidencing approval of this Agreement and the Transaction;
(b) A fully executed and completed copy of this Agreement and any other necessary documents, each duly executed by Buyer, as required to give effect to the Transaction; and
(c) evidence of payment of Purchase Price by the Buyer to the bank account in accordance with section 2.3 hereof.
Closing Deliveries of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller simultaneously with the delivery of the items referred to in Section 2.6 above:
Closing Deliveries of Buyer. At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:
(a) to Sellers and the Company, a certificate executed on behalf of Buyer to the effect that, as of the Closing, the conditions set forth in Section 9.1 above have been satisfied;
(b) to each of the Sellers, the portion of the Adjusted Purchase Price payable to them in accordance with Section 2.3(b)(ii) (less any amounts payable to any Seller subject to compensatory withholding which shall be delivered to the Company);
(c) to the Seller Representative, the Advance Amount in accordance with Section 2.3(b)(iii);
(d) the Escrow Agreement, duly executed and delivered by Buyer and payment of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Special Escrow Amount in accordance with Section 2.3(b)(iv);
(e) to the debtors of the Closing Indebtedness, the amount identified on the Initial Closing Statement as owed to such debtor for the full discharge his, her or its respective item of Closing Indebtedness in accordance with Section 2.3(b)(i);
(f) to the payees of the Seller Transaction Expenses, the respective amounts owed to such payees for such Seller Transaction Expenses identified on the Initial Closing Statement in accordance with Section 2.3(b)(i); US-DOCS\102662145.20
(g) the Certificate of Merger, duly executed;
(h) the Award Letters, duly executed by the Key Employees;
(i) the Put/Call Agreements, duly executed and delivered by Buyer; and
(j) each other Ancillary Agreement to which Buyer is a party, duly executed and delivered by Buyer.
Closing Deliveries of Buyer. At the Closing, the Buyer shall take the following actions and deliver the following documents and instruments to the Sellers, as applicable:
(a) The Estimated Cash Payment in proportion to the Pro Rata Shares;
(b) The Equity Consideration in proportion to the Pro Rata Shares in the manner contemplated by Section 1.4(b) hereof and in the amount set forth in Schedule 9 hereof;
(c) a certificate from the Secretary of Buyer, dated as of the Closing Date, attaching and certifying their respective (A) Organizational Documents and (B) authorizing resolutions approving this Agreement, the Ancillary Agreement and the transactions contemplated hereby;
(d) Evidence that the TSX has conditionally approved, subject only to customary listing conditions, the issuance of the Equity Consideration, and such approval will not have been revoked;
(e) The Escrow Agreement, duly executed by Buyer; and
(f) all other instruments and documents required by this Agreement to be delivered by Buyer to the Sellers, and such other instruments and documents which Sellers or their counsel may reasonably request to effectuate the transactions contemplated hereby.
Closing Deliveries of Buyer. On the Closing Date, in exchange for the transfer, assignment, conveyance and delivery of Subject Assets by Sellers to Buyer, Buyer shall execute and deliver the following to Sellers:
(a) a certificate evidencing resolutions (or commensurate authority) of the Board of Directors of Buyer, certified by the Secretary or other appropriate officer or agent of Buyer, duly authorizing the execution, delivery and performance of this Agreement and the other transaction documents;
(b) an amount equal to (i) the Purchase Price less the Security Deposit plus any interest or other amounts accrued thereon, plus (ii) the Cure Payment, payable by wire transfer to an account specified in writing by Sellers;
(c) for each Vessel, a counterpart executed by Buyer of the Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from Seller to Buyer; and
(d) an assignment and assumption agreement in the form of Exhibit D hereto.
Closing Deliveries of Buyer. At the Closing, Buyer will deliver, or cause to be delivered, to Sellers the documents and instruments set forth below, in form and substance reasonably satisfactory to Sellers and their counsel.
(a) Buyer shall pay the Purchase Price to Sellers in accordance with Section 1.2.
(b) Buyer shall have delivered to Sellers such other documents and instruments as Sellers or their counsel reasonably requests to effectuate the Transactions.
Closing Deliveries of Buyer. At the Closing, Buyer shall deliver (or cause to be delivered) to Seller the following:
(a) the Closing Amount, by wire transfer of immediately available United States funds to the bank account of Seller set forth in Schedule 3.7(a);
(b) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) the resolutions adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver each Transaction Document to which Buyer is a party;
(c) the Assignment and Assumption Agreement, duly executed on behalf of Buyer;
(d) an Assignment of Lease for each Lease, each duly executed on behalf of Buyer;
(e) the Employment Agreement, duly executed on behalf of Buyer;
(f) the certificate referred to in Section 8.1(a), duly executed on behalf of Buyer;
(g) any consents, waivers or approvals obtained by Buyer with respect to the consummation of the Contemplated Transactions; and
(h) such other instruments as Seller may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Assumed Liabilities by Buyer.
Closing Deliveries of Buyer. At Closing, Buyer shall deliver to the Shareholders (or the Lenders as set forth in Section 1.5(c)(ii)), in addition to any other documents to be delivered under the provisions of this Agreement, all of the following:
(i) the Purchase Price, less the Escrow Amount, which shall be placed in the Escrow Account pursuant to Section 1.3 and held pursuant to the terms of this Agreement and the Escrow Agreement, payable by wire transfer in accordance with the Closing Statement;
(ii) the Specified Indebtedness to the Lenders, payable in accordance with Section 1.4;
(iii) the Closing Statement, the Escrow Agreement and the Offer Letters, in each case duly executed by Buyer (or the Company, as applicable);
(iv) a certificate of the sole director of Buyer (A) certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation of Buyer, and (B) certifying and attaching all requisite resolutions or actions of Buyer’s sole director approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby;
(v) a good standing certificate of Buyer from its jurisdiction of incorporation and in each jurisdiction in which Buyer is qualified to transact business and a certified copy of Buyer’s certificate of formation, each dated within ten (10) Business Days prior to the Closing Date;
(vi) the Mutual Releases; and
(vii) such other documents relating to the transactions contemplated by this Agreement as the Shareholders may reasonably request.
Closing Deliveries of Buyer. At the Closing, Buyer will deliver to Sellers (i) the cash portion of the Purchase Price pursuant to Section 4.1(a), (ii) the Parent Securities, (iii) such instruments of assumption as shall reasonably be requested by Sellers to effect or evidence the assumption by Buyer of the Assumed Liabilities and (iv) all closing certificates, opinions of counsel and other documents (including Parent Security Documents) required to be delivered by Buyer to Sellers at the Closing pursuant to this Agreement.
