Closing Deliveries Conditions. Each party hereby agrees that, at or prior to the Closing, it will take the following actions set forth below as being required to be taken by it, and the obligations of each party hereunder are conditioned upon the other party taking such required actions at or prior to Closing: (a) The Sellers will deliver the certificates, and other items described in this Section 3.02 for delivery at Closing and such other evidence of the performance of all of the covenants and the satisfaction of all conditions required of the Sellers by this Agreement as Buyer shall reasonably require. (b) Buyer will deliver the certificates, and other items described in this Section 3.02 for delivery at Closing and such other evidence of the performance of all the covenants and the satisfaction of all conditions required of Buyer by this Agreement as the Sellers shall reasonably require. (c) In respect to Pacific, Sylvan will assign and transfer to Buyer all of Sylvan's right, title and interest in and to the Shares of Pacific Common Stock by delivering to Buyer the original stock certificates representing the Shares of Pacific Common Stock duly endorsed in blank or accompanied by stock powers duly executed in blank with requisite stock transfer tax stamps, if any, attached. In respect to ASPECT II, ASPECT shall assign and transfer to Buyer all of ASPECT's right, title and interest in and to the Shares of ASPECT II Common Stock by delivering to Buyer at Closing or reasonably promptly thereafter the Shares of ASPECT II Common Stock to be transferred to Buyer by Notarial Deed and otherwise as required by the <PAGE> laws of the Netherlands. Sylvan will assign and transfer to Buyer all of Sylvan's right, title and interest in and to the Advance by delivering to Buyer a written assignment of interest, duly executed with requisite transfer tax stamps, if any, attached. (d) Buyer will deliver the Purchase Price via wire transfer to the account of Sellers, such account to be designated by Sellers two (2) days before Closing. (e) Buyer will provide Sellers at Closing a good standing certificate (or other comparable document) of Buyer dated no earlier than 10 calendar days prior to the Closing Date, certifying that Buyer is in good standing in the jurisdiction of its incorporation. (f) Sellers will provide to Buyer good standing certificates (or other comparable documents), certifying that such Companies are in good standing in the jurisdiction of their incorporation, as follows: (i) at Closing for each Seller, ASPECT, ASPECT II, Pacific, AEI and Anglo World and (ii) within 30 days of Closing for all other Subsidiaries of ASPECT, except for any Subsidiary identified as "dormant" on Schedule 4.01, dated no later than 30 calendar days ------------- after the Closing Date; provided, however, that Sellers shall use best commercial efforts to provide such good standing certificates at Closing. (g) Sellers will provide resignations of each of the directors of the Companies and their respective Subsidiaries unless otherwise requested in writing. (h) Sellers will provide if required by the terms of any Material Lease, a landlord consent in form and substance reasonably satisfactory to the Buyer and its counsel with respect to each such Material Lease. If the consent to such assignments shall not be obtained and if Buyer elects to waive this condition to Closing, Sellers shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the Material Leases, including enforcement at Sellers' cost and for the account of Buyer of any and all rights of Seller against the other parties thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangements cannot be made, Buyer shall have no obligation with respect to any such Material Lease. (i) All material consents of and material filings required to be obtained or made by Buyer, Sellers or the Companies with any Governmental Authority or agency or any third party consent as required by Section 3.01 and all material consents and material approvals of third parties (including, without limitation, those set forth in Schedule 4.14) shall have been obtained ------------- or made and shall be in full force and effect. (j) All required antitrust or similar filings to be made with any Governmental Authority (including Hard-Xxxxx-Xxxxxx) shall have been completed and all applicable time limitations shall have expired without a request for further information by the relevant federal authorities or in the event of such a request for further information, the expiration of all applicable time limitations without the objection of such federal authorities. <PAGE> (k) Buyer will provide Sellers a certificate of a duly authorized officer of Buyer, dated the Closing Date, attaching its charter documents and setting forth the resolutions of the Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date. (l) Sellers will provide to Buyer a certificate of a duly authorized officer of Sellers, dated the Closing Date, attaching their charter documents and setting forth the resolutions of the Board of Directors of Sellers authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date. (m) Provided Sylvan has taken all action reasonably necessary on its part to effect the Restructuring, the Restructuring shall have been in the opinion of Xxxxxxx & Partners LLP satisfactorily completed. (n) The obligation of Buyer hereunder to purchase the Shares is also subject to the fulfillment, at or before the Closing, of each of the following additional conditions (all or any of which may be waived in whole or in part by Buyer in its sole discretion): (i)
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Samples: Stock Purchase Agreement
