Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following items (unless the delivery of any of the following items is waived by the Buyer):
(a) acknowledgement of receipt of the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount by the Seller in a form reasonably satisfactory to the Buyer;
(b) a xxxx of sale and assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by the Seller;
(c) assignments of the Intellectual Property Assets substantially in the forms attached hereto as Exhibit C (the “Intellectual Property Assignments”), duly executed by the Seller and/or Global Power, as applicable;
(d) with respect to the Owned Real Property, a limited warranty deed, duly executed and notarized by the Seller, transferring the Owned Real Property to the Buyer subject to Permitted Encumbrances;
(e) with respect to the Leased Real Property, an assignment and assumption of the Occupancy Lease (the “Assignment and Assumption of Lease”), duly executed by the Seller, assigning to the Buyer all of the Seller’s right, title and interest as tenant thereunder;
(f) a non-competition and non-solicitation agreement substantially in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreement”), duly executed by Global Power;
(g) a copy of the certificate of formation of the Seller and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State;
(h) a certificate of the Delaware Secretary of State as to the good standing of the Seller in the State of Delaware as of the most recent practicable date;
(i) a certificate of an officer of the Seller, certifying the limited liability company agreement, including all amendments thereto, of the Seller;
(j) a certificate of an officer of the Seller, certifying the resolutions of the member and the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement by the Seller and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions;
(k) a certificate of an officer of the Seller to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied;
(l) a duly completed and executed certification of non-foreign status p...
Deliveries by the Seller. At each Closing with respect to one or more Vessels and/or Chartered Companies (including the initial Closing), the Seller shall:
(i) deliver, or cause to be delivered, to the Buyer the Release Documents with respect to such Vessels and/or Chartered Companies;
(ii) in the case of a Chartered Company Sale, deliver, or cause to be delivered, to the Buyer (A) certificates (if any) representing the Chartered Securities, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer, in proper form for transfer, (B) resignations from any and all officers, directors, managers or individuals holding similar offices or positions of each of the Chartered Seller SPVs, and (C) in respect of each Chartered Company, an assignment and assumption agreement duly executed by such Chartered Seller SPV and the Seller in substantially the form set forth on Exhibit 4 (each, an "Assignment Agreement"); and
(iii) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary any documents or instruments required to be delivered by the Seller or its applicable Subsidiary pursuant to the MOA, Annex C hereto, or the Organizational Documents of such applicable Seller SPV and/or Chartered Company, and any other documentation required (or reasonably requested by the Buyer) in order to evidence and effect the transfer of such Vessels and/or Chartered Companies (it being understood that such instruments shall not require the Seller, any of its Subsidiaries or any other Person to make any representations, warranties, covenants or agreements not expressly set forth in this Agreement or the MOAs); and
(iv) deliver, or cause to be delivered, to the Buyer or its applicable Subsidiary a duly executed copy of the agreements specified in Section 6.8(c).
Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:
(a) this Agreement, executed by the Seller;
(b) a xxxx of sale substantially in the form of Exhibit A (the “Xxxx of Sale”), executed by the Seller and any other subsidiary that owns Purchased Assets;
(c) an assignment and assumption agreement substantially in the form of Exhibit B (the “Assignment and Assumption Agreement” and together with the Real Property Purchase Agreement and the Xxxx of Sale, the “Related Agreements”), executed by the Seller and any other subsidiary that owns Purchased Assets;
(d) a closing agreement by and between the Union and the Seller, executed by the Union and the Seller;
(e) non-foreign person affidavits, executed by the Seller and any other subsidiary that owns Purchased Assets;
(f) copies, certified by an officer of the Seller, of (i) the Seller’s articles of incorporation, certified as of a recent date by the Delaware Secretary of State and (ii) certificates of good standing (or equivalent) as of recent date of the Seller issued by the Delaware and North Carolina Secretaries of State;
(g) possession and control of the Purchased Assets; and
(h) usernames and passwords associated with any of the Purchased Assets, including, but not limited to usernames and passwords to any of the servers, applications, IT equipment, or appliances set forth on Schedule 1.2(a);
(i) all other documents, certificates, instruments and writings required hereunder to be delivered to the Buyer.
Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:
Deliveries by the Seller. At the Closing, the Seller will deliver the following to the Buyer:
(a) The Xxxx of Sale, duly executed by the Seller;
(b) All consents, waivers or approvals obtained by the Seller as of the Closing with respect to the Assets or the consummation of the transactions connected to the sale of the Assets contemplated by this Agreement, to the extent specifically required hereunder;
(c) Each Related Agreement duly executed by each Affiliate of Seller party thereto;
(d) An opinion of counsel and certificate (as contemplated by Section 8.2(d) and 8.2(e)) with respect to the Assets;
(e) The Deed duly executed and acknowledged by the Seller and in recordable form;
(f) The FIRPTA Affidavit executed by the Seller;
(g) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of the Buyer and its counsel, be necessary to transfer to the Buyer the Assets in accordance with this Agreement and, where necessary or desirable, in recordable form; and
(h) Such other agreements, documents, instruments and writings as are required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.
Deliveries by the Seller. At the Closing, the Seller shall deliver to Buyer certificate(s) representing the 644,500 Shares, duly registered in the name of the Buyer, signature medallion guaranteed, and all other documents, instruments and writings required (or reasonably requested by the Buyer and/or its counsel), by this Agreement to be delivered by the Seller at the Closing.
Deliveries by the Seller. At the Closing unless waived in writing by the Buyer, the Seller shall execute and deliver to the Buyer the following in such form and substance as are reasonably acceptable to the Buyer:
(a) all third party consents necessary in connection with the Acquisition under those Contracts specified on Schedule 7.3(a) (the “Required Consents”);
(b) a certificate(s) in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder.
(c) the Xxxx of Sale in substantially the form of Exhibit B hereto;
(d) the Patent Assignment in substantially the form of Exhibit C hereto;
(e) the Trademark Assignment in substantially the form of Exhibit D hereto;
(f) the Copyright Assignment in substantially the form of Exhibit E hereto;
(g) the Transition Services Agreement in substantially the form of Exhibit F hereto;
(h) the Assignment and Assumption Agreement in substantially the form of Exhibit G hereto;
(i) a signed legal opinion from counsel to the Seller dated as of the Closing, in substantially the form of Exhibit H hereto;
(j) the License Agreement in substantially the form of Exhibit I hereto;
(k) the Settlement Agreement in substantially the form of Exhibit J hereto;
(l) such other documents and instruments as counsel for the Buyer and the Seller mutually agree to be reasonably necessary to consummate the transactions described herein.
Deliveries by the Seller. The Seller hereby agrees to deliver, or cause to be delivered, to Purchaser the following items on Closing:
Deliveries by the Seller. The Seller shall have delivered or caused to be delivered to the Buyer at the Closing all of the items specified to be delivered in Section 2.3.
Deliveries by the Seller. At and upon the Closing, the Seller shall deliver or shall cause to be delivered to Buyer the following:
2.5.1 A Xxxx of Sale, Assignment and Assumption duly executed by the Seller transferring the Purchased Assets to Buyer. Such Xxxx of Sale, Assignment and Assumption shall be in the form of Exhibit D, attached hereto;
2.5.2 The Seller’s Closing Certificate duly executed by the Seller’s Manager;
2.5.3 The other agreements, documents and instruments to be delivered to Buyer in accordance with Section 4.1 hereof;
2.5.4 The books and records of the Seller described in Section 2.2.1.3;
2.5.5 Evidence, satisfactory to Buyer, that upon payment at the Closing of all Indebtedness of the Seller (including, without limitation, the Seller Note Payable), all Liens filed against the Seller or Seller’s properties will be terminated;
2.5.6 Evidence, satisfactory to Buyer, that the Other Acquisition has closed or is closing contemporaneously with but effective immediately preceding the Closing;
2.5.7 The Seller shall also deliver, or cause to be delivered, to Buyer, possession of the Purchased Assets; and
2.5.8 A certificate, satisfactory to the Buyer, that no withholding is required pursuant to Section 1445 of the Code.
