Deliveries by the Sellers. Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following:
(a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below);
(b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement;
(c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation;
(d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser;
(e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries;
(f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller;
(g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and
(h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.
Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following items:
(a) a copy of the Escrow Agreement, duly executed by the Representative for and on behalf of the Sellers;
(b) the original stock certificate(s) representing the Shares, with duly executed stock power(s) attached in proper form for transfer;
(c) certificates of good standing for Holdco and Enginetics each issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio, their respective states of incorporation;
(d) share certificate(s) in respect of all of the issued shares in Enginetics;
(e) the articles of incorporation of Enginetics certified by the Secretary of State of the State of Ohio and a copy of the code of regulations of Enginetics, certified by an officer of Enginetics on behalf of Enginetics and not in his individual capacity;
(f) the certificate of incorporation of Holdco certified by the Secretary of State of the State of Delaware and a copy of the bylaws of Holdco, certified by an officer of Holdco on behalf of Holdco and not in his individual capacity;
(g) the Payoff Letters reflecting all outstanding Debt as of the Closing Date and containing a commitment to deliver any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of the Debt;
(h) written resignations of the directors and officers of Holdco and Enginetics set forth on Schedule 3.2(h);
(i) a certificate from an officer of Holdco, given by him on behalf of Holdco and not in his individual capacity, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied; and
(j) such other instruments or documents in form and substance as may be reasonably necessary and satisfactory to Buyer to consummate the contemplated transaction hereunder and to comply with the terms of this Agreement
Deliveries by the Sellers. At the Closing, Marconi and each Seller (as applicable) shall, and MCI and its Affiliates shall cause Marconi Federal and Marconi Middle East (as applicable) to, deliver to the Purchasers the following:
(a) the Xxxx of Sale duly executed by each Seller;
(b) the Assignment and Assumption Agreement duly executed by each Seller;
(c) the Special Warranty Deeds duly executed by MCI or Marconi Canada (as applicable), for each Transferred Owned Real Property;
(d) the Patent Assignment duly executed by Marconi IP;
(e) the Trademark Assignment duly executed by the Sellers;
(f) the Transition Services Agreement duly executed by MCI;
(g) the License Agreement duly executed by Marconi IP and MCI;
(h) the Federal Supply Agreement duly executed by Marconi Federal;
(i) the Middle East Supply Agreement duly executed by Marconi Middle East;
(j) the Consents received by the Sellers, subject to the terms and conditions of this Agreement, including Sections 2.3 and 6.3(c);
(k) the Sublicense duly executed by Marconi;
(l) a certificate of the secretary or an assistant secretary of Marconi and each Seller certifying resolutions of the board of directors of Marconi and such Seller, approving and authorizing the execution, delivery and performance by Marconi and such Seller of this Agreement and its respective Related Agreements and the consummation by Marconi and such Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Marconi and such Seller); and
(m) owners affidavits and gap indemnities reasonably requested by the title company issuing the owners title insurance policies described in Section 7.11.
Deliveries by the Sellers. At the Closing, the Sellers will deliver the following to the Buyer:
(a) A Xxxx of Sale, duly executed by the Sellers for the personal property included in the Purchased Assets;
(b) All consents, waivers or approvals obtained by the Seller with respect to the Purchased Assets, the transfer of any Transferable Permit related to the Purchased Assets, or the consummation of the transactions connected to the sale of the Purchased Assets, contemplated by this Agreement, to the extent specifically required hereunder;
(c) An opinion of counsel and certificate (as contemplated by Section 8.2 and 9.2) with respect to the Purchased Assets;
(d) One or more deeds of conveyance of the Real Estate (substantially as set forth in Schedule 5.14 hereto) related to the Purchased Assets, to the Buyer, reserving the applicable Easements, duly executed and acknowledged by the Sellers and in recordable form;
(e) A FIRPTA Affidavit executed by each of the Sellers;
(f) 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 Purchased Assets, in accordance with this Agreement and where necessary or desirable, in recordable form; and
(g) Such other agreements, documents, instruments and writings as are required to be delivered by the Sellers at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.
Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
Deliveries by the Sellers. At the Closing, the Sellers or Sellers’ Representative, as applicable, will deliver or cause to be delivered to Buyer:
(i) one or more instruments transferring the Purchased Interests, in substantially the forms attached hereto as Exhibit A;
(ii) written resignations from each of the officers, directors and managers of each Acquired Company;
(iii) the Escrow Agreement duly executed by Sellers’ Representative;
(iv) a duly completed and executed certificate of the Blocker dated as of the Closing Date to the effect that an interest in the Blocker is not and has not been a “United States real property interest” during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and proof reasonably satisfactory to Buyer that the Blocker has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h);
(v) a duly completed and executed certificate of the Company dated as of the Closing Date pursuant to Treasury Regulations Section 1.1445-11T(d)(2) to the effect that (i) fifty percent (50%) or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code, or (ii) ninety percent or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code plus cash or cash equivalents;
(vi) the officer’s certificate provided for in Section 7.2(e);
(vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Managers of the Company authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Company is party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (B) the names and incumbency of the Company’s officers who are empowered to execute the foregoing documents for and on behalf of the Company, and (C) the authenticity of the attached copies of the Governing Documents of the Company, which, with respect to the certificate of formation or equivalent Governing Document, shall be certified by the applicable Secretary of State;
(viii) the Payoff Letters...
Deliveries by the Sellers. At the Closing, the Parent, Xxxxxxxxx Holding or SDI shall deliver, or cause the subsidiaries of the Parent set forth on Schedule 1.125 to deliver, the following to the Buyer:
(a) Stock certificates representing all of the shares of capital stock and membership interests representing all of the membership interests, as the case may be, of Table of Contents each of the Transferred Fastener Subsidiaries, in each case accompanied by stock powers duly executed in blank or duly executed instruments of transfer;
(b) Special warranty deeds, in recordable form, with respect to the Fastener Business Real Properties owned by the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries);
(c) Duly executed Xxxx of Sale together with such other appropriate instruments of transfer as the Buyer may reasonably request, transferring to the Buyer all of the personal and intangible property owned or held by the Sellers as of the Effective Time which is included in the Fastener Business Assets (other than the Fastener Business Assets owned or held by the Transferred Fastener Subsidiaries).
(d) Duly executed instruments of assignment of the Fastener Business Leases to which certain of the Sellers or their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party, in recordable form, if and to the extent necessary, with respect to those relating to real property or interests therein;
(e) Duly executed instruments of assignment of the Fastener Business Contracts to which the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries) are a party;
(i) Duly executed general instruments of assignment or transfer of the Fastener Business Intellectual Property to the Buyer from any of the Sellers or any of their respective subsidiaries (other than the Transferred Fastener Subsidiaries), (ii) with respect to the Fastener Business Intellectual Property registered or applied for with offices in the United States, instruments of assignment or transfer to Buyer from any of the Sellers or any of their respective subsidiaries in form suitable for recording in such offices (it being understood that Sellers will use their best efforts to deliver to the Buyer all other instruments of assignment or transfer promptly after Closing, including, without limitation, instruments of assignment or transfer for the Fastener Business Intellectual Property registered or applied for with offices out...
Deliveries by the Sellers. At the closing, the Sellers or each Seller, as the case may be, shall deliver the following: (items required in Conditions Precedent to Closing as shown below.)
(a) The closing certificates referred to in in Section 8.1 (e);
(b) a certificate executed by the secretary or an assistant secretary of such Seller certifying as to (i) the resolutions in which such Seller’s board of directors approved this Agreement and the transactions contemplated hereby, and (ii) the incumbency of such Seller’s officers who execute any documents on behalf of such Seller in connection with this Agreement;
(c) all Book and Records of TBIC and AHIC relating to the Acquired Assets and policy renewal rights;
(d) executed counterparts of all Required Consents and Required Licenses and Permits;
(e) each of the agreements referred to in Section 7.5 to which each Seller is a party and executed by such Seller
(f) each of the consents referred to in Section 7.2;
(g) instruments of assignment and bxxx of sale reasonably satisfactory to Purchaser whereby Sellers assigns, transfers, conveys and sets over all of the Acquired Assets to Purchaser; and
(h) all other previously undelivered documents, instruments and writings required to be delivered by each Seller to Purchaser at or prior to Closing pursuant to this Agreement and such other documents, instruments and certificates as Purchaser may reasonably request in connection with the transaction contemplated by this Agreement.
Deliveries by the Sellers. At or prior to the Closing, the Sellers shall deliver, or cause to be delivered, to Purchaser an executed instrument of assignment in form reasonably satisfactory to Purchaser pursuant to which Sellers shall sell, assign, and transfer to Purchaser all of their rights, title and interest to and in the Seller’s Warrants. Following the Closing, Sellers shall cause Purchaser to receive all benefits of ownership of the Sellers’ Warrants as of and from the Closing.
Deliveries by the Sellers. At the Closing, the Sellers severally are delivering to REFAC (unless previously delivered) the following:
(a) stock certificates representing the Shares, accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer, with all necessary transfer tax and other revenue stamps affixed thereto;
(b) a receipt for the payments provided for by Section 1.1 hereof;
(c) the resignation of Lang as Chief Executive Officer of REFAC; and
(d) an executed Retirement Agreement (as defined in Section 5.1(c)).
