Closing Actions. (a) In accordance with Section 2.5(e), Purchaser shall make the following payments: (i) to Sellers, an amount equal to the Purchase Price minus the Indemnity Escrow Amount; (ii) to People’s United Bank, National Association, as escrow agent of the parties hereto (the “Escrow Agent”), an amount equal to the Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”). (b) At the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Assets, held or owned by Seller Parent as of the Closing. (c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Land, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the following: (i) a ▇▇▇▇ of sale in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”) duly executed by ▇▇▇▇ Markets transferring the tangible Personal Property included in the Transferred Assets; (ii) with respect to each parcel of owned Real Property included in the Transferred Assets, a deed of special warranty in form and substance satisfactory to Purchaser (each, a “Deed”), duly executed and notarized by the applicable Seller; (iii) with respect to each Deed, real property transfer tax returns, duly executed and notarized by the applicable Seller; (iv) with respect to that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Thomaston Land; (v) the Escrow Agreement, duly executed by Seller Parent; (vi) the Transition License Agreement, duly executed by Seller Parent; (vii) the Transition Services Agreement, duly executed by the relevant parties; and (viii) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement. (d) At the Closing, Purchaser shall deliver to Sellers each of the following: (i) the Assignment and Assumption of Lease, duly executed by Purchaser; (ii) the Escrow Agreement, duly executed by Purchaser; (iii) the Transition License Agreement, duly executed by Purchaser; (iv) the Transition Services Agreement, duly executed by Purchaser; and (v) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Sellers, as may be required to give effect to this Agreement.
Appears in 1 contract
Closing Actions. (a) In accordance with Section 2.5(e)On the Closing Date, Purchaser shall make the following payments:
(i) to Sellers, an amount equal to the Purchase Price minus the Indemnity Escrow Amount;
(ii) to People’s United Bank, National Association, as escrow agent of the parties hereto (the “Escrow Agent”), an amount equal to the Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”).
(b) At the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Assets, held or owned by Seller Parent as of the Closing.
(c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Landeach Seller, as applicable, shall deliver, or cause deliver to be delivered, to Purchaser each of the followingBuyer:
(i) a ▇▇▇▇ of sale in the form attached hereto as of Exhibit A hereto (the “▇▇▇▇ of Sale”) ), duly executed by ▇▇▇▇ Markets such Seller, transferring the tangible Personal Property personal property included in the Transferred AssetsAssets to Buyer;
(ii) with respect to each parcel of owned Real Property included an assignment and assumption agreement in the Transferred Assets, a deed form of special warranty in form Exhibit B hereto (the “Assignment and substance satisfactory to Purchaser (each, a “DeedAssumption Agreement”), duly executed by such Seller, effecting the assignment to and notarized assumption by Buyer of the applicable SellerAssets and the Assumed Liabilities;
(iii) with respect to each Deed, real property transfer tax returns, duly executed Store Lease and notarized by the applicable Seller;
(iv) with respect to that certain Leased Real Property leased by Thomaston LandAssigned Sublease, an Assignment and Assumption of Lease substantially in the form attached hereto as of Exhibit B C (each, an “Assignment and Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller;
(iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by Thomaston Landsuch Seller;
(v) a certificate of the Escrow Agreementsecretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), duly executed by Seller Parent(B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures);
(vi) the Transition License Agreement, duly executed by Seller ParentSellers’ Closing Certificate;
(vii) the Transition Services Agreement, duly executed by the relevant parties; and
(viii) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form instruments or certificates as shall be reasonably requested by Buyer and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreementits counsel.
(db) At On the ClosingClosing Date, Purchaser Buyer shall deliver to Sellers each of the followingSellers:
(i) the Closing Cash Consideration by wire transfer of immediately available funds to the account(s) specified in writing by Sellers;
(ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed executed, and if applicable acknowledged, by Purchaser;
(ii) the Escrow Agreement, duly executed by PurchaserBuyer;
(iii) a certificate of the Transition License Agreementsecretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), duly executed by Purchaser(B) the adoption of resolutions of Buyer approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures);
(iv) the Transition Services Agreement, duly executed by PurchaserBuyer’s Closing Certificate; and
(v) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form instruments or certificates as shall be reasonably requested by Sellers and substance reasonably satisfactory their counsel.
(c) At the Closing, Buyer and Sellers shall deliver to Escrow Holder joint written instructions instructing the Escrow Holder to deliver the Buyer Deposit to Sellers by wire transfer of immediately available funds to an account designated by Sellers, as may be required to give effect to this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement
Closing Actions. At the Closing:
(a) In accordance with Section 2.5(e), Purchaser shall make the following paymentsSeller shall:
(i) execute, acknowledge and deliver to SellersBuyer a conveyance of the Assets, , in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “Conveyance”); and
(ii) deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller; and
(iii) execute and deliver to Buyer mutually agreeable transfer orders or letters in lieu thereof, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and
(iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and
(v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets;
(vi) deliver to Buyer a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, dated as of the Closing Date; and
(vii) turn over possession of the Assets; and
(viii) within fourteen (14) days after Closing, deliver to Buyer the Records described in Section 2.1(f).
(b) Buyer shall:
(i) deliver to the Seller, by wire transfer to an account designated by Seller in a bank located in the United States, an amount equal to the Purchase Price minus the Indemnity Escrow Amount;Deposit ; and
(ii) execute, acknowledge and deliver to People’s United BankSeller the Conveyance; and
(iii) execute necessary governmental form assignments for federal leases included in Exhibit A, National Associationeach in form and substance satisfactory to Buyer and Seller; and
(iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (or partially assign, as escrow agent of applicable) the parties hereto (the “Escrow Agent”), an amount equal operator-related Contracts or Permits with respect to the Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”).
(b) At the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Operated Assets, held or owned by Seller Parent as of the Closing.
(c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Land, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the followingShareholder shall:
(i) along with Seller, execute, acknowledge and deliver to Buyer a ▇▇▇▇ conveyance of sale the Assets, in the form attached hereto as Exhibit C (with Exhibits A and B attached thereto), effective as to runs of oil as of the Effective Date (the “▇▇▇▇ of SaleConveyance”) duly executed by ▇▇▇▇ Markets transferring the tangible Personal Property included in the Transferred Assets;); and
(ii) with respect deliver to Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each parcel of owned Real Property included in the Transferred Assets, a deed of special warranty in form and substance satisfactory to Purchaser (each, a “Deed”), duly executed Buyer and notarized by the applicable Seller;
(iii) with respect to each Deed, real property transfer tax returns, duly executed and notarized by the applicable Seller;
(iv) with respect to that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Thomaston Land;
(v) the Escrow Agreement, duly executed by Seller Parent;
(vi) the Transition License Agreement, duly executed by Seller Parent;
(vii) the Transition Services Agreement, duly executed by the relevant parties; and
(viii) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement.
(d) At the Closing, Purchaser shall deliver to Sellers each of the following:
(i) the Assignment and Assumption of Lease, duly executed by Purchaser;
(ii) the Escrow Agreement, duly executed by Purchaser;
(iii) the Transition License Agreement, duly executed by Purchaser;
(iv) the Transition Services Agreement, duly executed by Purchaser; and
(v) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Sellers, as may be required to give effect to this Agreement.
Appears in 1 contract
Closing Actions. (a) In accordance with Section 2.5(e), Purchaser shall make the following payments:
(i) to Sellers, an amount equal to the Purchase Price minus the Indemnity Escrow Amount;
(ii) to People’s United Bank, National Association, as escrow agent of the parties hereto (the “Escrow Agent”), an amount equal to the Indemnity Escrow Amount, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”).
(b) At the Closing, Seller Parent the Buyers shall deliver to Purchaser all proper and necessary instruments for the conveyance of all of Seller Parent’s right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Assets, held or owned by Seller Parent as of the Closing.
(c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Land, as applicable, shall deliver, or cause to be delivered, to Purchaser delivered each of the following:
(i) the payments referred to in Sections 2.5(a)—2.5(c) to be delivered to the Persons specified in such sections;
(ii) the Equity Consideration Shares to be delivered to each Equity Consideration Asset Seller as provided in Section 2.5(d);
(iii) a ▇▇▇▇ of sale sale, assignment of contracts and general assignment and assumption of Liabilities agreement between the Asset Sellers and the Asset Buyers, in substantially the form attached hereto as Exhibit A D (the “▇▇▇▇ of Sale”), duly executed by the Asset Buyers;
(iv) a transition services agreement, in substantially the form attached hereto as Exhibit E (the “TSA”), duly executed by ▇▇▇▇ Markets transferring the tangible Personal Property included in the Transferred Assets;
(ii) with respect to each parcel of owned Real Property included in the Transferred Assets, a deed of special warranty in form and substance satisfactory to Purchaser (each, a “Deed”), duly executed and notarized by the applicable Seller;
(iii) with respect to each Deed, real property transfer tax returns, duly executed and notarized by the applicable Seller;
(iv) with respect to that certain Leased Real Property leased by Thomaston Land, an Assignment and Assumption of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption of Lease”), duly executed by Thomaston LandHealth;
(v) the Escrow Agreementexecuted counterparts of each Ancillary Agreement to which any Buyer or any of their respective Affiliates is a party, duly including executed by Seller Parent;counterparts of each Employment Agreement to be delivered to Sellers’ Representative; and
(vi) to Sellers’ Representative a certificate, dated as of the Transition License AgreementClosing Date and executed on behalf of each Buyer by its President or Chief Executive Officer, duly executed by Seller Parent;
(viicertifying the resolutions of the Board of Directors or Manager(s) the Transition Services Agreement, duly executed by the relevant parties; and
(viiiof such Buyer and its stockholder(s) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documentsmember(s) approving, in form accordance with such Buyer’s organizational documents and substance reasonably satisfactory applicable Law, this Agreement and the Ancillary Agreements to Purchaser, as may be required to give effect to this Agreementwhich such Buyer is a party and the transactions contemplated hereby and thereby.
(db) At the Closing, Purchaser Sellers shall deliver or cause to Sellers be delivered to Buyers each of the following:
(i) all minute books and stock books, if any, of University Pharmacy in its possession, if not already located on the Assignment and Assumption premises of Lease, duly executed by PurchaserUniversity Pharmacy;
(ii) a certificate or certificates representing the Escrow AgreementPharmacy Securities, if any are issued, accompanied by a duly executed by Purchasershare transfer deed for the transfer to ▇▇▇▇ Pharmacy of the Pharmacy Securities, in form and substance satisfactory to ▇▇▇▇ Pharmacy; provided, that in the event the certificate or certificates representing the Pharmacy Securities have been lost, stolen or destroyed, the Pharmacy Seller shall deliver in lieu of an affidavit of loss with respect to such certificate(s), together with a customary indemnification, in form satisfactory to ▇▇▇▇ Pharmacy;
(iii) an executed resignation letter, effective as of the Transition License AgreementClosing, duly executed for each director and officer of University Pharmacy, unless otherwise instructed in writing by PurchaserBuyers prior to the Closing (solely with respect to such offices and directorships, and not with respect to employment);
(iv) an IRS Form W-9 validly executed by each Seller within 30 days of the Transition Services AgreementClosing Date;
(v) at least one (1) Business Day prior to the Closing (with substantially final drafts thereof to be delivered at least three (3) Business Days prior to the Closing) fully-executed customary payoff and release letters (the “Payoff Letters”) in form and substance reasonably acceptable to Buyers from holders of Indebtedness pursuant to clauses (a)—(e), (n), (p) or (q) of the definition of Indebtedness or as otherwise set forth on Schedule 2.4(b)(vii);
(vi) an executed counterpart to the ▇▇▇▇ of Sale, duly executed by Purchasereach of the Asset Sellers;
(vii) an executed counterpart to the TSA, duly executed by each of the Asset Sellers;
(viii) executed counterparts of each Ancillary Agreement to which any Company, any Seller, any Beneficial Owner or any of their respective Affiliates is a party, including executed counterparts of each Lock-Up Agreement (executed by each respective Equity Consideration Owner) and each Employment Agreement (executed by the respective employee);
(ix) each of the amendments to the Contracts listed on Schedule 2.4(b)(xi), which shall have been obtained and not repudiated, in full force and effect and in form and reasonably substance reasonably satisfactory to Buyers; and
(vx) such other customary instruments each of transfer (including motor vehicle registrationsthe terminations of the Contracts with Affiliates of the Companies listed on Schedule 2.4(b)(xii), assumptionwhich shall have been obtained, filings or documentsnot repudiated, in full force and effect and in form and substance reasonably satisfactory to Sellers, as may be required to give effect to this AgreementBuyers.
Appears in 1 contract
Closing Actions. At the Closing the following actions shall be taken in the following sequence and in mutual interdependence from each other (Zug um Zug):
(a) In accordance with Section 2.5(e), Purchaser Seller shall make present and deliver to Buyer the following paymentsdocuments:
(i) to Sellerscertificates representing the Shares, an amount equal to the Purchase Price minus the Indemnity Escrow Amountduly endorsed in blank;
(ii) to People’s United Bank, National Association, as escrow agent the unanimous resolution of the parties Company’s board of directors consenting to the transfer of the Shares to Buyer and to the registration of Buyer as the sole shareholder of the Shares in the share register of the Company as of the Closing Date;
(iii) the share register of the Company in which Buyer has been registered as holder of the Shares;
(iv) an excerpt of the commercial register of the Canton of Zurich (or any equivalent official document) evidencing the signing authority of Seller’s signatories;
(v) a resolution passed by Seller’s board of directors approving, and authorizing the execution, delivery and performance of this Agreement on behalf of Seller;
(vi) the resignation letters as per the drafts attached hereto as Schedule 2.3(a)(vi) of the Persons listed therein (the “Escrow AgentResigning Directors”)) as members of the board of directors of the Company, an amount equal to the Indemnity Escrow Amountand a written confirmation, to be held in escrow and invested by the Escrow Agent in accordance with the terms of an Escrow Agreement in a form reasonably acceptable to the parties hereto (the “Escrow Agreement”).
(b) At the Closing, Seller Parent shall deliver to Purchaser all proper and necessary instruments for the conveyance of all duly signed on behalf of Seller Parent’s right, title and interest in, to and under all of the Company Interests, subject to the retention of the Retained Company Assets, held or owned by Seller Parent as of the Closing.
(c) At the Closing, Seller Parent, ▇▇▇▇ Markets and/or Thomaston Land, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the following:
(i) a ▇▇▇▇ of sale in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”) duly executed by ▇▇▇▇ Markets transferring the tangible Personal Property included in the Transferred Assets;
(ii) with respect to each parcel of owned Real Property included in the Transferred Assets, a deed of special warranty in form and substance satisfactory to Purchaser Buyer, to the effect that all Closing Conditions have been fully satisfied or waived by Seller, with the relevant documentary evidence, all as set forth in Section 7;
(eachvii) evidence reasonably satisfactory to the Buyer that the Building Transfer Condition has been met (as defined in Section 6.7(b)); and
(viii) evidence reasonably satisfactory to the Buyer that the Dividend Filings pursuant to Section 6.3(b) have been duly made, including, but not limited to, copies of the filed Forms 102 and 106 and the evidence of the mailing of same.
(b) Following the actions by Seller set forth in the preceding Subsection, Buyer shall:
(i) pay to Seller by wire transfer, to a “Deed”)bank account with a Swiss bank to be designated by Seller, duly executed and notarized by the applicable Purchase Price in U.S. Dollars;
(ii) deliver to Seller documentary evidence of the completed wire transfer to Seller;
(iii) with respect deliver to each Deed, real property transfer tax returns, duly executed and notarized by Seller an excerpt of the applicable Sellercommercial register (or any equivalent official document) evidencing the signing authority of Buyer’s signatories;
(iv) with respect deliver to that certain Leased Real Property leased Seller a resolution passed by Thomaston LandBuyer’s board of directors approving, an Assignment and Assumption authorizing the execution, delivery and performance of Lease in the form attached hereto as Exhibit B (each, an “Assignment and Assumption this Agreement on behalf of Lease”), duly executed by Thomaston LandBuyer;
(v) the Escrow Agreementissue a written confirmation, duly executed by Seller Parent;
(vi) the Transition License Agreement, duly executed by Seller Parent;
(vii) the Transition Services Agreement, duly executed by the relevant parties; and
(viii) such other customary instruments signed on behalf of transfer (including motor vehicle registrations), assumption, filings or documents, Buyer in form and substance reasonably satisfactory to PurchaserSeller, to the effect that all Closing Conditions have been fully satisfied or waived by Buyer, with the relevant documentary evidence, all as may be required to give effect to this Agreementset forth in Section 8.
(d) At the Closing, Purchaser shall deliver to Sellers each of the following:
(i) the Assignment and Assumption of Lease, duly executed by Purchaser;
(ii) the Escrow Agreement, duly executed by Purchaser;
(iii) the Transition License Agreement, duly executed by Purchaser;
(iv) the Transition Services Agreement, duly executed by Purchaser; and
(v) such other customary instruments of transfer (including motor vehicle registrations), assumption, filings or documents, in form and substance reasonably satisfactory to Sellers, as may be required to give effect to this Agreement.
Appears in 1 contract