Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained:
(a) Seller shall deliver to the Buying Parties the following:
(i) such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to the Buying Parties and their counsel, as shall be necessary and effective to transfer and assign to and vest in the Buying Parties all of Seller's right, title and interest in and to the Assets, including without limitation, (A) good and valid title in and to all of the Assets owned by Seller, (B) good and valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, instruments and other documents included in the Assets to which Seller is a party or by which it has rights on the Closing Date;
(ii) original instruments of consent or waiver duly executed by third parties with respect to any contracts, agreements, leases or other rights or obligations being transferred to the Buying Parties hereunder and requiring a consent or waiver therefore;
(iii) a duly executed copy of a Management Agreement (the "Management Agreement"), in the form annexed hereto as EXHIBIT D; and
(iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request.
(b) Shawx xxxll deliver to the Buying Parties the following:
(i) a duly executed copy of an Employment Agreement and Covenant Not to Compete (the "Employment Agreement), in the form annexed hereto as EXHIBIT E which by virtue of the substantial goodwill associated with the employment of Shawx will contain a liquidated damages provision in the amount of Five Hundred Thousand and no/100 Dollars ($500,000.00) if Shawx xxxves the employ of Diasti without cause or is discharged for cause;
(ii) a duly executed copy of a Lease Agreement (the "Lease Agreement), in the form annexed hereto as EXHIBIT F;
(iii) a duly executed copy of a Consulting Agreement in the form annexed hereto as EXHIBIT G; and
(iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. Simultaneously with delivery of the items set forth in subsections (a) and (b) of this Section 2.2, Seller shall take all such steps as may be required to put the Buying Parties in actual possession and operating control of the Assets.
(c) The Buying Parties shall deliver to Sel...
Items to be Delivered at Closing. In connection with the Closing and subject to the terms and conditions contained in this Agreement:
(a) Seller shall deliver to Purchaser the following:
(i) at the Closing, stock certificates representing all of the Stock of Holdings, together with properly executed stock transfer powers in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; copies of fully executed instruments of conveyance evidencing that all of the Assets have been transferred and conveyed to Holdings, including but not limited to bills of sale with covenants of warranty of title in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; assignments in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; warranty deeds (or special warranty deeds if Seller acquired such property pursuant to a special warranty deed) in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto; and other good and sufficient instruments and documents of conveyance and transfer, in forms reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to evidence the transfer and assignment to Holdings of all of Seller's right, title and interest in and to the Assets; and
(ii) at the Closing or concurrently therewith at a mutually agreed upon location, all of the certificates, certificates of title, Contracts, customer lists, supplier lists, Equipment Leases, Real Estate Leases, all correspondence, files, plans and other documents and instruments, books, Records, and data belonging to Seller or Holdings which are part of the Assets; and simultaneously with such delivery, Seller shall take all steps as may be reasonably required to put Purchaser in control of Holdings and to put Holdings in actual possession and operating control of the Assets.
(b) Purchaser shall deliver to Seller, and in the case of (i) to LP, the following:
(i) the wire transfer of the Purchase Price (adjusted in accordance with Sections 1.5, 1.6, 1.7, and 7.2); and
(ii) a fully executed assignment of Contracts, assignment of leases of Leased Properties, and assignment of Equipment Leases in a form consistent with the provisions of this Agreement and reasonably satisfactory to the parties hereto.
(c) At or prior to the Closing, the parties hereto also shall deliver to each other the agreements, opinions, certif...
Items to be Delivered at Closing. Seller shall have tendered for delivery to Buyer the following:
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained:
(a) Seller shall deliver to Purchaser the following:
(i) such bills of sale with covenants of warranty as to title, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of Seller's right, title and interest in and to the Assets, including without limitation, (A) good and valid title in and to all of the Assets owned by Seller, (B) good and valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, instruments and other documents included in the Assets to which Seller is a party or by which it has rights on the Closing Date;
(ii) all of the agreements, contracts, commitments, leases, plans, bids, quotations, proposals, instruments, computer programs and software, data bases whether in the form of computer tapes or otherwise, related object and source codes, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondences, legal opinions, rulings issued by governmental entities, and other documents, books, records, papers, files, office supplies and data belonging to Seller which are part of the Assets; and simultaneously with such delivery, all such steps will be taken as may be required to put Purchaser in actual possession and operating control of the Assets.
(b) Purchaser shall deliver to Seller the following:
(i) the Seller Closing Payment in accordance with Section 1.3.2 hereof; and
(ii) an assumption agreement whereby Purchaser will assume and agree to pay, discharge or perform, as appropriate, Seller's liabilities and obligations to the extent and as provided in Section 1.4 hereof in form reasonably satisfactory to Seller and its counsel.
(c) Purchaser shall deliver the Escrow Closing Payment to the Escrow Agent under the Escrow Agreement.
(d) At or prior to the Closing, the parties hereto shall also deliver to each other the agreements, legal opinions, certificates and other documents and instruments referred to in Article V hereof.
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions contained in this Agreement:
(a) The Seller will, and the Shareholder will cause the Seller to, deliver to the Purchaser the following:
(i) such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form and substance satisfactory to the Purchaser and its counsel, as shall be necessary and effective to convey, transfer and assign to, and vest in, the Purchaser all of the Seller’s right, title and interest in and to the Assets to be sold under this Agreement, including, without limitation, (A) good, valid and marketable title in and to all of the Assets owned by the Seller, (B) good and valid leasehold interests in and to all of the Assets leased by the Seller, and (C) all of the Seller’s rights under all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments and other documents to which the Seller is a party or by which it has rights on the Closing Date and which are to be sold under this Agreement; and
(ii) all agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondence, and other documents, books, records, papers, files and data belonging to the Seller which are part of the Assets or relate to the Business of the Seller; and simultaneously with such delivery, all such steps will be taken as may be required to put the Purchaser in actual possession and operating control of the Assets.
(iii) Florida State Sales Tax Return for its sales tax liability for the taxable portion of the Assets and shall file it with its check for the sales tax disclosed upon the return with the Florida State Sales Tax Department.
Items to be Delivered at Closing. 10.1 Items to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyer the Assets, including by taking the following actions:
(a) Deliver to the Buyer an officer’s certificate on behalf of each Seller in a form reasonably satisfactory to the Buyer as to: (i) resolutions (or other instruments as applicable) embodying all corporate or limited liability company actions taken by and on behalf of such Seller, as appropriate, to authorize the execution, delivery and performance of this Agreement and the Other Agreements by such Seller; and (ii) the incumbency of each officer signing this Agreement, the Other Agreements or any other agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of such Seller;
(b) Deliver to the Buyer a certificate of Seller Parent, dated as of the Closing Date and executed by an authorized representative of Seller Parent, to the effect that each of the conditions specified in Section 8.1 and Section 8.2 are satisfied in all respects;
(c) To the extent available under applicable Law, deliver to the Buyer a certificate of good standing of each Seller dated as of a date within thirty (30) days of the Closing Date and issued by the Secretary of State or other appropriate Governmental Authority of the state in which such Seller was incorporated or formed;
(d) Deliver to the Buyer those Orders, consents, approvals, results and clearances set forth on Schedule 8.3 and described in Section 8.3;
(e) Deliver to the Buyer one or more bills of sale, substantially in the form of Exhibit G hereto, conveying title to all of such Seller’s Personal Property included in the Assets;
(f) Deliver to the Buyer an assignment and assumption agreement in the form of Exhibit H hereto (the “Assignment and Assumption Agreement”), duly executed by the Sellers;
(g) Deliver to the Buyer the Escrow Agreement duly executed by Seller Parent;
(h) Deliver to the Buyer the Transition Services Agreement duly executed by Seller Parent;
(i) Deliver to the Buyer the Supply Agreement duly executed by Seller Parent;
(j) Deliver to the Buyer the Product Processing Agreement duly executed by Seller Parent;
(k) Deliver to the Buyer the Other Agreements duly executed by each appropriate Seller;
(l) Deliver to the Buyer the Preliminary Statement duly executed by Seller Parent;
(m) Deliver to the Buyer assignment documents for each of the patents, trademarks and other Intellec...
Items to be Delivered at Closing. (a) At Closing, Seller shall deliver to Buyer the following:
(i) The Deeds.
(ii) The Bills of Sale.
(iii) Assignments in the form of Exhibits E and F, respectively, of the Tenant Leases and the Service Agreements designated on Exhibit B to be assigned to Buyer, duly executed and acknowledged by Seller and in proper form for recording, assigning to Buyer all of the lessor's and Seller's rights, title and interest in the Tenant Leases and such Service Agreements, together with all correspondence between Seller and the Tenants, an original executed copy of each of the Tenant Leases and each such Service Agreement and letters, duly executed by Seller, in form satisfactory to Buyer addressed to each of the Tenants and other parties under the Service Agreements informing it of the assignments. Seller shall also deliver to Buyer at Closing evidence of Seller's termination of those Service Agreements not assigned to Buyer and payment of all sums owing to the parties to such Service Agreements.
(iv) An assignment, duly executed and acknowledged by Seller, of (and delivery to Buyer of originals or copies of): all certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals with respect to the Property; all fees, escrow and/or security funds, deposits and other sums heretofore paid by Seller to any governmental authority in connection with the Property; all certificates issued by the local Board of Fire Underwriters (or other body exercising similar functions); all plans, specifications and project manuals for the Property in Seller's possession; and all guarantees, bonds and warranties with respect to the Property in Seller's possession (together with original counterparts of such instruments).
(v) An original counterpart of the Tenant Estoppel Certificates and the SNDAs.
(vi) Such resolutions and certificates as the Title Company shall require to evidence the due authorization of the execution and performance of this Agreement and the documents to be delivered pursuant hereto; and all affidavits, indemnities and other agreements required by the Title Company to permit it to issue to Buyer the Owner's Policy of Title Insurance required pursuant to Section 5(a).
(vii) A statement, certified by Seller (and accompanied with all relevant back-up documentation) setting forth all information necessary or required to permit Buyer to calculate and collect after Closing all payments of additional rent and other charges due u...
Items to be Delivered at Closing. At the Closing and subject to the terms and conditions contained herein:
Items to be Delivered at Closing. (a) At or prior to Closing, Seller shall deliver to the Escrow Agent the following:
(i) the Deeds, together with the State of Nevada Declaration of Value form setting forth the Purchase Price as the purchase price thereon;
(ii) a Xxxx of Sale with respect to Seller’s personal property (if any) located at the Property in the form attached as Exhibit “D” hereto; Seller’s signage shall be a part of the personal property sold hereunder but the name LogistiCenter and the right to such name is specifically excluded. Seller shall remove the name LogistiCenter from all signage within one (1) week following the Closing (and repair any damage caused thereby) (which obligation shall survive the Closing);
(iii) a general assignment of any and all contracts that are approved by Purchaser prior to the expiration of the Inspection Period and assignable warranties and permits with respect to the Property in the form attached as Exhibit “E” hereto (the “General Assignment”);
(iv) an assignment of general contractor’s guarantee (“Guaranty Assignment”) duly executed by Seller and United Construction Company with respect to those warranties identified by Purchaser prior to the expiration of the Inspection Period;
(v) an affidavit, in the form attached as Exhibit “F” hereto signed by Seller stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person as defined by the IRS Code, Section 1445(F)(3);
(vi) an Assignment and Assumption of the Leases Agreement in the form attached hereto as Exhibit “G”;
(vii) an Escrow Agreement covering the funds from Seller’s proceeds to be held by the Title Company in escrow to fund work to be completed by Seller’s general contractor as provided in Exhibit K (the “Escrow Agreement”), which Escrow Agreement shall specify any additional warranties that will be issued upon the completion of such work.
(viii) all original (or copies if originals are not in Seller’s possession or control) to the extent within Seller’s possession or control, of: (a) certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction; (b) copies of all of the newly issued warranties, if any, for Buildings 3 and 4; and (c) all non-proprietary books and records (including any operating manuals for equipment and machinery) located at the Property or at the office of the manager of the Property relating...
Items to be Delivered at Closing. Section 8.1. Items to be Delivered by Seller. Seller shall deliver to Purchaser:
(a) Such bills of sale, assignments, UCC-1 forms, and other instruments and documents duly executed and in full force and effect with respect to Seller as Purchaser may reasonably require as necessary or desirable for transferring, assigning and conveying title to the Accounts Receivable to Purchaser, all in form and substance reasonably satisfactory to Purchaser;
(b) The Initial Closing Statement; and
(c) Such other documents as Purchaser may reasonably request.
Section 8.2. Items to be Delivered by Purchaser. Purchaser shall deliver to Seller:
(a) An Assignment and Assumption Agreement duly executed and in full force and effect with respect to Purchaser;
(b) Payment of the Estimated Purchase Price stated on the Initial Closing Statement by wire transfer of funds immediately available in Chicago, Illinois; and
(c) Such other documents as Seller may reasonably request.
