Action by Seller Sample Clauses
Action by Seller. Seller will not take or permit to be taken any ---------------- action or do or permit to be done anything in the conduct of the Business or otherwise, which would be contrary to or in breach of any of the terms, conditions or provisions of this Agreement, or which would cause any of the representations and warranties of Seller to be untrue as of the Closing Date or any time thereafter.
Action by Seller. Subject to the terms and conditions ---------------- herein contained, on the Closing Date, Seller shall execute and deliver to Buyer this Agreement, the Indemnity Escrow Agreement, the Non-Compete Agreement, the Transitional Services Agreement, the Security Escrow Agreement, and the other agreements contemplated hereby, shall cause ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ to execute and deliver the Consulting Agreement, and shall also execute and deliver to Buyer the following:
(a) a duly executed ▇▇▇▇ of Sale and Assignment in substantially the form of Exhibit 1 attached hereto and made a part --------- hereof; (b) assignments with respect to the Intellectual Property Rights (in forms suitable for recording in the United States Patent and Trademark Office and in the comparable offices of all relevant foreign jurisdictions) other instruments of transfer, including without limitation any assignments with respect to all Assumed Contracts including License Agreements;
(c) all third-party consents and governmental and administrative approvals, as shall be, in the opinion of Buyer, necessary or appropriate in order to convey, transfer and assign to and vest in Buyer good and marketable right, title and interest in and to the Purchased Assets, free and clear of all liens, pledges, security interests, claims, charges and encumbrances of any nature whatsoever;
(d) an opinion of ▇▇▇▇ ▇. ▇▇▇▇, Esq., counsel for Seller, dated the Closing Date, in substantially the form of Exhibit 5 --------- attached hereto and made a part hereof; and
(e) duly executed powers of attorney, in form and substance satisfactory to Buyer, authorizing the parties named therein to act on behalf of Vito's, Inc. and Holdings, as the case may be, in all capacities and in respect of all actions contemplated hereunder and under any document contemplated hereby.
Action by Seller. Upon the terms and subject to the conditions herein contained, at the Closing on the Closing Date, Seller and Shareholders will deliver to NMFS the following:
(i) A duly executed ▇▇▇▇ of Sale and Assignment in substantially the form of Exhibit 3.3(i) hereto;
(ii) The certificate referred to in Section 7.1 hereof;
(iii) The opinion of counsel for Seller and Shareholders referred to in Section 7.3 hereof; and
(iv) Resolutions of Seller, certified by an appropriate officer, authorizing the execution, delivery and performance of this Agreement and the other agreements to be delivered by Seller in connection with the Closing hereunder.
Action by Seller. 9 8.2 Fees ........................................................... 9 8.3
Action by Seller. Seller shall use its best efforts to cause each of the conditions set forth in Section 6.1 to be fulfilled on or prior to the Closing Date.
Action by Seller. Upon the terms and subject to the conditions ---------------- herein contained, at the Closing on the Closing Date, Seller and Shareholder will deliver to Purchaser the following:
(i) A duly executed ▇▇▇▇ of Sale and Assignment in substantially the form of Exhibit 3.3(i) hereto;
(ii) The certificate referred to in Section 7.1 hereof;
(iii) The opinion of counsel for Seller and Shareholder referred to in Section 7.3 hereof; and
(iv) Resolutions of Seller, certified by an appropriate officer, authorizing the execution, delivery and performance of this Agreement and the other agreements to be delivered by Seller in connection with the Closing hereunder.
Action by Seller. Upon the terms and subject to the conditions herein contained, at the Closing on the Closing Date, Seller will deliver to NMFS the following:
(i) A duly executed ▇▇▇▇ of Sale and Assignment in substantially the form of Exhibit 3.3(i) hereto;
(ii) The certificate referred to in Section 7.1 hereof; and
(iii) The opinion of counsel for Seller referred to in Section 7.3 hereof.
Action by Seller. At the Closing, Seller shall execute (as applicable), acknowledge and deliver, or cause to be executed and delivered, to Buyer, the following:
a. Assignment and Warranty Bill of Sale, in substantial▇▇ the form attached hereto as Exhibit A, covering all Assets.
b. Executed copies of non-compete agreements, in the form attached hereto as Exhibit B, for each of the sixteen shareholders in RLA who does not own an existing, competing interest and is not engaged in a competing activity.
c. Executed copies of non-compete agreements, in the form attached hereto as Exhibit C, for each of the two shareholders in RLA who owns an existing, competing interest or engages in a competing activity.
d. Closing certificate executed by an authorized general partner of Seller stating that all representations and warranties of Seller set forth in any Transaction Document are true, complete and correct at the time of Closing, and that between the date hereof and the Closing, there has been no material change in the condition of the Assets or Seller's business.
e. Closing certificate executed by the President of RLA stating that all representations and warranties of RLA set forth in any Transaction Document are true, complete and correct at the time of Closing and that RLA has no actual knowledge of a breach of a representation and warranty by either of the other Control Parties.
f. Closing certificate executed by an authorized officer of CAHS stating that all representations and warranties of CAHS set forth in any Transaction Document are true, complete and correct at the time of Closing and that CAHS has no actual knowledge of a breach of any representation and warranty by either of the other Control Parties.
g. Closing certificate executed by ROBERT BALL, M.D. stating tha▇ ▇▇▇ representations and warranties of ROBERT BALL, M.D. set fort▇ ▇▇ ▇▇▇ Transaction Document are true, complete and correct at the time of Closing and that ROBERT BALL, M.D. has no a▇▇▇▇▇ ▇▇▇▇▇edge of a breach of any representation and warranty by either of the other Control Parties.
Action by Seller. Subject to the terms and conditions herein contained, on the Closing Date Seller shall deliver to Buyer (in addition to the documents and instruments to be delivered by it pursuant to Article 3 and Section 8.1 hereof) the following:
(a) a duly executed ▇▇▇▇ of Sale and Assignment in substantially the form of Exhibit 1 attached hereto and made a part hereof; and
(b) assignments with respect to the Intellectual Property Rights (in forms suitable for recording in the United States Patent and Trademark Office and in the comparable offices of all relevant foreign jurisdiction) other instruments of transfer, including without limitation any assignments with respect to all Assumed Contracts (including License Agreements);
(c) all third party consents and governmental and administrative approvals, as shall be, in the opinion of Buyer, reasonably necessary or appropriate in order to convey, transfer and assign to and vest in Buyer good and marketable right, title and interest in and to the Purchased Assets, free and clear of all liens, pledges, security interests, claims, charges and encumbrances of any nature whatsoever;
(d) an updated schedule containing a true and complete list of all Unearned Publisher Advance Commitments as of the Closing Date, in form consistent with Schedule 1.4(a)(v);
(e) an updated schedule containing a true and complete list of the amount and scheduled payment date of all the unrecouped prepaid advances to audiobook publishers for audiobook titles as of the Closing Date, in form consistent with Schedule 4.8;
(f) an updated schedule containing a true and complete list of all back order files and collections files relating to the Business as of the Closing Date, in form consistent with Schedule 1.2(viii);
(g) an updated schedule containing a true and complete list of the Advertising Commitments as of the Closing Date, in a form consistent with Schedule 4.16;
(h) an updated schedule containing a true and complete list of the Inventory as of the Closing Date, in a form consistent with Schedule 4.6A; and
(i) Seller shall also enter into the Non- Compete Agreement, the Mailing Agreement and the Transitional Services Agreement, together with the other agreements contemplated hereby, at the Closing.