Closing Requirements. (a) At or prior to closing the Seller will sign and deliver or have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership of the Shares purchased thereunder and such deeds, documents and instruments shall be deposited in escrow with the Purchasers' lawyer. (b) At or prior to closing, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyer. (c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers. (d) Following the execution of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds shall be returned to their respective senders.
Appears in 1 contract
Closing Requirements. At the Closing, the following shall occur:
(a) At The Purchaser shall (A) pay to Parent (for subsequent distribution by Parent to the Stock Sellers and the Business Sellers, under the sole responsibility of Parent, as set forth in Section 2.1), by wire transfer of immediately available funds to the account designated by Parent on or before the second Business Day prior to closing the Seller will sign Closing Date, any amount referred to in Article II as payable on the Closing Date, and (B) deliver or have signed and delivered all deeds, agreements, documents and instruments which to Parent the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership of the Shares purchased thereunder and such deeds, documents and instruments shall be deposited in escrow with the Purchasers' lawyer.Note;
(b) At or prior Subject to closingthe terms and conditions hereof, each Parent will cause the respective Stock Sellers and Business Sellers to, and the Purchaser shall deliver a certified cheque or bank draft will, consummate the transactions under the various Local Agreements, as set forth on Schedule 8.6(b) hereto, providing for the consideration sale, transfer, assignment or other direct or indirect conveyance of the Transferred Assets and the Transferred Stock to be paid by each Purchaser to Purchaser, effective as of the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyerClosing Date.
(c) At closing, if all documents The parties shall execute and cause to be executed the following agreements: – The Transition Services Agreements (as defined in Section 6.11); – The transitional intellectual property license agreement referred to in Section 6.12; – The escrow agreement referred to in Section 6.2(b); and – The agreement relating to Parent’s indemnification of Purchaser for obligations arising under the German pension funds. Each relevant Stock Seller shall deliver or cause to be delivered pursuant to subsections 6(a) letters of resignation of the board members and 6(b) are delivered, then the certified cheque or bank draftauditors or, as the case may be, shall be released from escrowthe general partner, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers.each relevant Transferred Subsidiary in accordance with Section 6.10;
(d) Following Each Business Seller shall deliver, and each Stock Seller shall cause each Transferred Subsidiary to deliver, resolutions of the execution board of this Agreementmanagement, supervisory board, board of directors, or obtain a vote of shareholders at a general meeting of such shareholders of such Business Seller or such Transferred Subsidiary acknowledging or approving the transfer of the Transferred Stock and Transferred Assets and the assumption of the Assumed Liabilities, wherever any such acknowledgement or approval is required by law or under the constitutional documents of such Business Seller or Transferred Subsidiary; (f) Parent shall deliver to the Purchaser a certificate dated the Closing Date attesting the representations and warranties of Parent, for its own account or on behalf of the Stock Sellers, the parties will do Business Sellers or cause the Transferred Subsidiaries, contained in this Agreement are true and correct in all respects, as of the time of the Closing as though made as of such time.
(e) The Purchaser shall deliver to Parent a certificate dated the Closing Date attesting the representations and warranties of the Purchaser contained in this Agreement are true and correct in all respects, as of the time of the Closing as though made as of such time.
(f) Parent shall deliver to the Purchaser a certificate dated the Closing Date attesting all of the obligations and covenants of Parent, for its own account or on behalf of the Stock Sellers, the Business Sellers or the Transferred Subsidiaries, (including the Secondary Transfers) required to be done anything further that may be performed at or prior to the Closing pursuant to the terms hereof shall have been duly performed in all material respects.
(g) The Purchaser shall deliver to Parent a certificate dated the Closing Date attesting all of the obligations and covenants of the Purchaser required to give full effect thereto and be performed at or prior to the sale of the Shares Closing pursuant to the Purchasers effected hereunder. If terms hereof shall have been duly performed in all documents material respects.
(h) All other payments required to be made by a party on the Closing Date pursuant to this Agreement or any other agreement signed prior to the Closing Date (including the one referred to in Section 6.6 (b) (iii) an the one referred to in Section 6.7 (d)) shall be paid;
(i) All other documents, instruments and writings required to be delivered by a party at or prior to the Closing Date pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds shall be returned delivered (if not previously delivered) to their the party entitled thereto, including, for the avoidance of doubt, all documents evidencing the satisfaction or waiver of the conditions or requirements set forth in Article VIII: and
(j) Parent will cause each Stock Seller to cause each Transferred Subsidiary to deliver (i) resolutions of its respective sendersboard of management, supervisory board or board of directors approving, for purposes of submission to the statutory auditors, the December 31, 2004 financial statements of such entity, (ii) the unaudited financial statements as of and for December 31, 2004 and (iii) to the extent they can be prepared prior to completion of the audit by the statutory auditors, management reports (“rapport de gestion”)(and other documents required for purposes of the statutory auditors’ review) on such financial statements.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Newell Rubbermaid Inc)
Closing Requirements. Seller, Xxxxxxx, X. Xxxxxxx, X. Xxxxxxx and/or Purchaser, as applicable, shall take the following actions (a"Closing Requirements") At at or prior to closing the Closing:
4.2.1. Seller will sign shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets, subject to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever, except for the Assumed Liabilities.
4.2.2. Seller shall have signed delivered to Purchaser a certified copy (certified by the Secretary of State of Georgia) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof.
4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all deedsamendments thereto and restatements thereof.
4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and instruments which transactions pertaining hereto or contemplated hereby.
4.2.5. Each of Seller, Xxxxxxx, X. Xxxxxxx and X. Xxxxxxx shall have executed and delivered to Purchaser the Purchasers may Noncompetition and Confidentiality Agreement (as hereinafter defined and substantially in the form of Exhibit D hereto).
4.2.6. Seller and Purchaser shall have executed and delivered to one another such assignment and assumption agreements as either of them shall reasonably require in order request relating to give effect the assignment to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership assumption by Purchaser of the Shares purchased thereunder Purchased Contracts and such deedsthe benefits and obligations thereunder. Seller shall have obtained and shall provide to Purchaser the written consent of any third party or parties required in connection with the assignment of any of the Purchased Contracts.
4.2.7. Seller shall have delivered to Purchaser a certificate of the Secretary of Seller certifying as to the incumbency of officers and Directors of Seller, dated the date hereof.
4.2.8. Seller shall have delivered to Purchaser certificates as of a current date evidencing the corporate existence of Seller in Georgia.
4.2.9. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors of PMI Administration, Inc., as the general partner of Purchaser, of the execution, delivery and performance of this Agreement and all other agreements, documents and instruments shall be deposited in escrow with the Purchasers' lawyertransactions pertaining hereto or contemplated hereby.
(b) At or prior 4.2.10. Purchaser shall pay to closing, each Seller the cash and deliver to Seller the Notes that constitute the Purchase Price.
4.2.11. Purchaser shall deliver to Seller a certified cheque or bank draft for signed guaranty of PMI with respect to Purchaser's obligations under the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyer.
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) Notes and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers.
(d) Following the execution of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds which guaranty shall be returned to their respective senders.substantially in the form attached hereto as Exhibit C.
Appears in 1 contract
Sources: Asset Purchase Agreement (Personnel Management Inc)
Closing Requirements. (a) At or prior to closing the Seller will sign and deliver or have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership The consummation of the Shares purchased thereunder purchase and such deedssale of the Loans shall take place at 5:01 p.m. on January 31, documents 2006 (the "Closing"), at the offices of Heritage Bank of Commerce, 000 Xxxxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx 00000; provided however, if the purchase and instruments sale of the Loans are not consummated by January 31, 2006, then Seller shall be deposited in escrow with permit further due diligence of the Purchasers' lawyerLoans by Purchaser.
(b) At or prior to closing, each Purchaser shall deliver a certified cheque or bank draft for pay to Seller an amount equal to the consideration outstanding principal amount, also referred to as the “active balance” within Distinctive Solutions and such amounts within Seller’s ITI systems, of all the Loans as of the Closing, plus accrued interest, fees and expenses (Exhibit D) thereon (except the Purchase Price attributable to the Loan(s) to *** shall be the net principal balance after all prior charge offs, which as of the date hereof, equals *** as of January 31, 2006]) less any unearned loan fees to be paid to Seller by each Purchaser wire transfer of immediately available federal funds as Seller shall direct. Seller is to be reimbursed for any reasonable costs after the Closing directly relating to the Seller pursuant to Schedule I and, if delivered prior to closingLoans; provided however, such cheque costs shall be placed in escrow with the Purchasers' lawyernot include any costs resulting from any breach of this Purchase Agreement by Seller or any costs which are Seller’s responsibility under this Purchase Agreement.
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicableClosing, and depositedas a condition of Seller's obligations under this Purchase Agreement, delivered any payments in respect of interest or wired by other sums periodically due on the Purchasers Loans which are paid or the Solicitor payable for the Purchasers solely according to month in which the written instructions Closing occurs will be prorated as of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the PurchasersClosing.
(d) Following At Closing, all escrows, if any, then held by Seller and any account records reflecting amounts actually held in escrow by Seller at Closing, if any, for taxes, governmental assessments and insurance premiums, water, sewer and municipal charges, deposits, transferable security deposits, replacement reserves or other escrowed funds relating to the execution Loans shall be paid over to Purchaser.
(e) At or prior to Closing, Seller shall at its sole cost and expense prepare and mail to the insurer for the Loans, a notice of this Agreementassignment and a request for an endorsement of each policy of insurance deleting Seller and naming Purchaser and its successors and/or assigns as the loss payee and additional insured named therein in a form satisfactory to Purchaser.
(f) At Closing, with respect to each Loan, Seller shall:
(i) deliver the parties will do original note for such Loan, endorsed without recourse by allonge in blank in substantially the form of Exhibit B annexed hereto, which allonge shall be firmly affixed to the note;
(ii) deliver the original mortgage (or a true and complete photocopy thereof) related to such Loan and an executed assignment of such mortgage and the other recorded Loan Documents in blank in substantially the form of Exhibit C annexed hereto, with such modifications as shall be customary and appropriate under local laws for recording in the land records in the jurisdiction in which the related mortgaged property is located (the "Assignment");
(iii) authorize assignments of UCC financing statements, if any, pertaining to the Loans;
(iv) with respect to any depository accounts, certificates of deposit and investment accounts which are a part of the collateral for any of the Loans, notify any depository bank or financial institution at which such depository accounts, certificates of deposit and investment accounts are located, that Seller’s rights therein have been assigned to Purchaser and request acknowledgement of same to Purchaser and to request the delivery of any lockbox control agreements, securities account control agreements, operating account control agreements and deposit account control agreements (or an assignment or amendment thereto) with respect to any operating or deposit account control agreement, in form and substance reasonably satisfactory to Purchaser necessary to evidence Purchaser’s control of such accounts and arrange for the orderly transfer of any accounts that are held at Seller to Purchaser;
(v) deliver to Purchaser an original counterpart of each other Loan Document (including without limitation, any possessory collateral such as stock certificates, notes, instruments and/or title certificates for any motor vehicles (and/or cause such title certificates to be re-issued to evidence Purchaser’s security interest therein) or, in the event that Seller is unable to locate an original counterpart of any such Loan Document, a true and complete photocopy thereof; and
(vi) deliver to Purchaser copies of all records concerning the Loans.
(g) At Closing, Purchaser shall:
(i) issue a back-up letter of credit for the benefit of Seller to each existing letter of credit issued by Seller for the benefit of any borrower or any other person or entity on account of or related to any obligation or liability arising under the Loan Documents; and
(ii) immediately notify all account debtors, or cause account debtors to be done anything further that may be required to give full effect thereto notified, of the transfer of the Loans hereunder and to the sale of the Shares to the Purchasers effected hereunder. If all documents required cause remittance checks to be delivered pursuant made payable to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds shall be returned to their respective sendersPurchaser.
Appears in 1 contract
Closing Requirements. (A) Seller agrees to the following closing requirements:
(i) Seller shall deliver the following closing documents at Closing (unless the delivery thereof shall have been waived by Buyer in writing):
(a) At or prior to closing the Seller will sign and deliver or have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership of the Shares purchased thereunder and such deeds, documents and instruments shall be deposited in escrow with the Purchasers' lawyer.Deed;
(b) Certificate of Non-Foreign Status, in the form attached hereto as Exhibit C;
(c) if appropriate, resolutions of Seller, property executed and approved in accordance with the by-laws of Seller, authorizing the transactions contemplated by this Agreement;
(d) such other documents, instruments and certificates as may be reasonably required by the title company to fully effect and consummate the transactions contemplated hereby.
(B) Buyer agrees to the following closing requirements:
(i) At the time of Closing hereunder the representations and warranties of the Buyer described in Paragraph 8 hereof shall be true and correct in all material respects and there shall have been no material breach or prior to closing, each Purchaser breaches of the same by Buyer.
(ii) Buyer shall deliver a certified cheque the following items at Closing (unless the delivery thereof shall have been waived by Seller in writing):
(a) the Purchase Price plus or bank draft for the consideration minus prorations and any other amounts to be paid by each Purchaser Buyer to the Seller pursuant to Schedule I andhereunder;
(b) if appropriate, if delivered prior to closingresolutions of Buyer, such cheque shall be placed property executed and approved in escrow accordance with the Purchasers' lawyer.by-laws of Buyer, authorizing the transactions contemplated by this Agreement;
(c) At closingsuch other documents, if all documents to instruments and certificates as may be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired reasonably required by the Purchasers or title company to fully effect and consummate the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchaserstransactions contemplated hereby.
(dC) Following the execution Buyer and Seller shall jointly deliver three (3) copies of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds shall be returned to their respective sendersa Closing Statement at Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Lockhart Caribbean Corp)
Closing Requirements. The issue and sale of the Units and the release of the funds from the Escrow Account to the Trust shall be subject to the accuracy on and as of the Closing Date of, and compliance on each Closing Date with, the representations and warranties of the Managing Owner, the Selling Agent and the Clearing Broker herein and the performance by the Trust, the Managing Owner, the Selling Agent and the Clearing Broker of their obligations hereunder and the following conditions:
(a) At or prior to closing The Trust, the Seller will sign Selling Agent and deliver or the Clearing Broker shall have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership received a certificate of the Shares purchased thereunder Managing Owner executed by an officer of the Managing Owner, which shall state that (i) no order suspending the effectiveness of the Registration Statement, as it may be amended, or prohibiting the sale of the Units is in effect and no proceedings for such deedspurpose are pending before or, documents and instruments shall be deposited in escrow with the Purchasers' lawyer.
(b) At or prior to closing, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant knowledge of such officers, threatened by the SEC, (ii) no adverse comments or deficiency notices relating to Schedule I andthe Prospectus have been received from the CFTC or NFA which have not been responded to the satisfaction of such agencies and (iii) the representations and warranties of the Managing Owner contained herein are true and correct on and as of the Closing Date, if delivered prior to closing, such cheque shall be placed in escrow with and the Purchasers' lawyer.
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) Managing Owner and 6(b) are delivered, then the certified cheque or bank draftTrust, as the case may be, shall have performed all covenants and agreements herein contained to be released from escrow, if applicable, and deposited, delivered performed on their respective parts at or wired by the Purchasers or the Solicitor for the Purchasers solely according prior to the written instructions date of the Seller signed by certificate.
(b) At the Seller initial Closing Date, Sidley & Austin, counsel to the Managing Owner, shall deliver to all the parties hereto its opinion, in form and substance satisfactory to each of the remaining deedsparties hereto, documents to the effect that:
(i) Upon payment of the consideration therefor specified in the accepted Subscription Agreements and instruments Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and each subscriber who purchases Units will become a Unitholder, subject to the requirement that each such purchaser shall be released have duly completed, executed and delivered to the PurchasersTrust a Subscription Agreement and Power of Attorney relating to the Units purchased by such party, that such purchaser meets all applicable suitability standards as set forth in the Prospectus and that the representations and warranties of such purchaser in the Subscription Agreement and Power of Attorney are true and correct.
(dii) Following The Trust need not effect any other filings or qualifications under the laws of the United States and the States of Illinois and New York in order to preserve the status of the Trust as a business trust or to enable the Trust to perform its obligations under this Agreement and to conduct the business in which it proposes to be engaged as described in the Prospectus.
(iii) The Managing Owner is qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which the failure to so qualify might, in their opinion, reasonably be expected to result in material adverse consequences to the Trust.
(iv) Each of the Managing Owner (including the principals, as defined in the Commodity Act, of the Managing Owner) and the Trust has all Federal and Illinois and New York State governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and Illinois and New York State governmental and regulatory agencies necessary in order for each of the Managing Owner and the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked.
(v) Each of the Trust Agreement, the Customer Agreement and this Agreement, assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, constitutes a legal, valid and binding agreement of the Managing Owner or the Trust (as the case may be) enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to 10 11 or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(vi) The execution and delivery of this Agreement, the parties Trust Agreement and the Customer Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus, to their knowledge, will do not constitute a breach of, or cause default under, any instrument by which the Managing Owner or the Trust is bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust.
(vii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which the Managing Owner (or any principal of the Managing Owner) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be done anything further that expected to materially adversely affect the condition (financial or otherwise), business or prospects of the Managing Owner or the Trust.
(viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the Securities Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws.
(ix) The terms and provisions of the Trust Agreement, the Customer Agreement and this Agreement conforms in all material respects to give full effect descriptions thereof contained in the Prospectus.
(x) The Registration Statement is effective under the Securities Act and, to the best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the Securities Act.
(xi) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the Securities Act, the Rules and CFTC regulations. Nothing has come to their attention that would lead them to believe that with respect to the Managing Owner and the Selling Agent (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus as first issued or as subsequently issued or at the initial Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance data set forth in the Registration Statement, and Prospectus, including the performance summaries (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in the performance summaries, that such the performance summaries comply as to form in all material respects with applicable CFTC rules.
(xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the summary of Federal income tax consequences to Unitholders set forth under the caption "Federal Income Tax Aspects" in the Prospectus accurately describes the material tax consequences set forth therein and that such counsel further confirm their advice to the Managing Owner explicitly set forth therein and in such Exhibit 8.01.
(xiii) To the best of their knowledge, (a) there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be described or referred to in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed as exhibits thereto, and with respect to the existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material respects, and (b) no material default on the part of the Managing Owner or the Trust exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract or lease so described or filed.
(xiv) Assuming operation in accordance with the Prospectus, the Trust, at the Closing Date, is not an "investment company" as that term is defined in the Investment Company Act of 1940, as amended.
(c) At the initial Closing Date, Richxxxx, Xxxxxx & Xinger, Delaware counsel to the Managing Owner and the Trust, shall deliver to all the parties hereto its opinion, in form and substance satisfactory to each of the parties hereto, to the effect that:
(i) The Certificate of Trust pursuant to which the Trust has been formed and the Trust Agreement each provides for the subscription for and sale of the Shares to the Purchasers effected hereunder. If Units; all documents Delaware action required to be taken by the Managing Owner and the Trust as a condition to the subscription for and sale of the Units to qualified subscribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and each subscriber who purchases Units will become a Unitholder, subject to the requirement that each such purchaser shall have duly completed, executed and delivered to the Trust a Subscription Agreement and Power of Attorney relating to the Units purchased by such party, that such purchaser meets all applicable suitability standards as set forth in the Prospectus and that the representations and warranties of such purchaser in the Subscription Agreement and Power of Attorney are true and correct.
(ii) The Trust is a business trust duly organized pursuant to the Certificate of Trust, the Trust Agreement and the Delaware Business Trust Act and validly existing under the laws of the State of Delaware with trust power and authority to conduct the business in which it proposes to engage as described in the Prospectus; the Trust need not effect any other filings or qualifications under the laws of the State of Delaware, in order to preserve the status of the Trust as a business trust or to enable the Trust to perform its obligations under this Agreement are not and to conduct the business in which it proposes to be engaged as described in the Prospectus.
(iii) The Trust has any Delaware licenses and approvals and has received or made all filings and registrations with Delaware governmental and regulatory agencies necessary in order for the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked.
(iv) Each of the Trust Agreement, the Customer Agreement and this Agreement has been duly and validly authorized, executed and delivered by 3 days following or on behalf of the Trust and the Trust Agreement constitutes a legal, valid and binding agreement of the Trust (as the case may be) enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(v) The execution and delivery of this Agreement, then all documentsthe Trust Agreement and the Customer Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of any of the provisions of the Trust Agreement, chequesand, instruments, and deeds shall be returned to their respective senders.knowledge, will not constitute a breach of, or default under, any instrument by which the Trust is bound or any order, rule or regulation
Appears in 1 contract
Sources: Selling Agreement (Campbell Alternative Asset Trust)
Closing Requirements. Seller, Hartman and Purchaser shall take the fxxxxxxxg actions (a"Closing Requirements") At at or prior to closing the Closing:
4.2.1. Seller will sign shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities.
4.2.2. Seller shall have signed delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof.
4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all deedsamendments thereto and restatements thereof.
4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and instruments which transactions pertaining hereto or contemplated hereby.
4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Purchasers may reasonably require Noncompetition and Confidentiality Agreement (as hereinafter defined and in order the form of Exhibit A hereto).
4.2.6. Seller shall have delivered to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership Purchaser a certificate of the Shares purchased thereunder Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such deedsadditional matters as are customary for similar transactions and as Purchaser shall reasonably request.
4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current date evidencing (a) the corporate existence of and compliance with all reporting requirements by Seller in the State of Florida, and (b) Seller's authorization to do business and good standing as a foreign corporation in the Commonwealth of Kentucky.
4.2.8. Purchaser shall have delivered to Seller certified copies (certified by the Secretary or other appropriate officer of PMI Administration, Inc., the sole general partner of Purchaser) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors of PMI Administration, Inc. as general partner of Purchaser of the execution, delivery and performance of this Agreement and all other agreements, documents and instruments shall be deposited in escrow with the Purchasers' lawyertransactions pertaining hereto or contemplated hereby.
(b) At or prior to closing, each 4.2.9. Purchaser shall deliver a certified cheque or bank draft for pay the consideration Purchase Price to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyerSeller.
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the 4.2.10. Seller and the remaining deeds, documents Purchaser shall mutually execute and instruments shall be released and delivered to the Purchasers.
(d) Following the execution of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, chequesdeliver such other agreements, instruments, and deeds certificates or other documents as shall be returned reasonably required or requested to their respective senderseffect the transactions contemplated hereby.
Appears in 1 contract
Sources: Asset Purchase Agreement (Personnel Management Inc)
Closing Requirements. The issue and sale of the Units and the release of the funds from the Escrow Account to the Trust shall be subject to the accuracy on and as of the Closing Date of, and compliance on each Closing Date 9 10 with, the representations and warranties of the Managing Owner, the Selling Agent and the Clearing Broker herein and the performance by the Trust, the Managing Owner, the Selling Agent and the Clearing Broker of their obligations hereunder and the following conditions:
(a) At or prior to closing The Trust, the Seller will sign Selling Agent and deliver or the Clearing Broker shall have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership received a certificate of the Shares purchased thereunder Managing Owner executed by an officer of the Managing Owner, which shall state that (i) no order suspending the effectiveness of the Registration Statement, as it may be amended, or prohibiting the sale of the Units is in effect and no proceedings for such deedspurpose are pending before or, documents and instruments shall be deposited in escrow with the Purchasers' lawyer.
(b) At or prior to closing, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant knowledge of such officers, threatened by the SEC, (ii) no adverse comments or deficiency notices relating to Schedule I andthe Prospectus have been received from the CFTC or NFA which have not been responded to the satisfaction of such agencies and (iii) the representations and warranties of the Managing Owner contained herein are true and correct on and as of the Closing Date, if delivered prior to closing, such cheque shall be placed in escrow with and the Purchasers' lawyer.
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) Managing Owner and 6(b) are delivered, then the certified cheque or bank draftTrust, as the case may be, shall have performed all covenants and agreements herein contained to be released from escrow, if applicable, and deposited, delivered performed on their respective parts at or wired by the Purchasers or the Solicitor for the Purchasers solely according prior to the written instructions date of the Seller signed by certificate.
(b) At the Seller initial Closing Date, Sidley & Austin, counsel to the Managing Owner, shall deliver to all the parties hereto its opinion, in form and substance satisfactory to each of the remaining deedsparties hereto, documents to the effect that:
(i) Upon payment of the consideration therefor specified in the accepted Subscription Agreements and instruments Powers of Attorney, the Units will constitute valid units of beneficial interest in the Trust and each subscriber who purchases Units will become a Unitholder, subject to the requirement that each such purchaser shall be released have duly completed, executed and delivered to the PurchasersTrust a Subscription Agreement and Power of Attorney relating to the Units purchased by such party, that such purchaser meets all applicable suitability standards as set forth in the Prospectus and that the representations and warranties of such purchaser in the Subscription Agreement and Power of Attorney are true and correct.
(dii) Following The Trust need not effect any other filings or qualifications under the laws of the United States and the States of Illinois and New York in order to preserve the status of the Trust as a business trust or to enable the Trust to perform its obligations under this Agreement and to conduct the business in which it proposes to be engaged as described in the Prospectus.
(iii) The Managing Owner is qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which the failure to so qualify might, in their opinion, reasonably be expected to result in material adverse consequences to the Trust.
(iv) Each of the Managing Owner (including the principals, as defined in the Commodity Act, of the Managing Owner) and the Trust has all Federal and Illinois and New York State governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and Illinois and New York State governmental and regulatory agencies necessary in order for each of the Managing Owner and the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have been rescinded or revoked.
(v) Each of the Trust Agreement, the Customer Agreement and this Agreement, assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, constitutes a legal, valid and binding agreement of the Managing Owner or the Trust (as the case may be) enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(vi) The execution and delivery of this Agreement, the parties Trust Agreement and the Customer Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus, to their knowledge, will do not constitute a breach of, or cause default under, any instrument by which the Managing Owner or the Trust is 10 11 bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust.
(vii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which the Managing Owner (or any principal of the Managing Owner) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be done anything further that expected to materially adversely affect the condition (financial or otherwise), business or prospects of the Managing Owner or the Trust.
(viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the Securities Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws.
(ix) The terms and provisions of the Trust Agreement, the Customer Agreement and this Agreement conforms in all material respects to give full effect thereto and descriptions thereof contained in the Prospectus.
(x) The Registration Statement is effective under the Securities Act and, to the sale best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the Shares Securities Act.
(xi) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the Securities Act, the Rules and CFTC regulations. Nothing has come to their attention that would lead them to believe that with respect to the Purchasers effected hereunder. If all documents Managing Owner and the Selling Agent (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be delivered pursuant stated therein or necessary to this Agreement are make the statements therein not delivered by 3 days following misleading or (b) the execution Prospectus as first issued or as subsequently issued or at the initial Closing Date contained an untrue statement of this Agreementa material fact or omitted to state a material fact necessary in order to make the statements therein, then all documentsin light of the circumstances under which they were made, chequesnot misleading; provided, instrumentshowever, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance data set forth in the Registration Statement, and deeds Prospectus, including the performance summaries (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the information in the performance summaries, that such the performance summaries comply as to form in all material respects with applicable CFTC rules.
(xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the summary of Federal income tax consequences to Unitholders set forth under the caption "Federal Income Tax Aspects" in the Prospectus accurately describes the material tax consequences set forth therein and that such counsel further confirm their advice to the Managing Owner explicitly set forth therein and in such Exhibit 8.01.
(xiii) To the best of their knowledge, (a) there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be returned described or referred to their respective senders.in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed as exhibits thereto, and with respect to the existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material
Appears in 1 contract
Sources: Selling Agreement (Campbell Alternative Asset Trust)
Closing Requirements. (At the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. The following documents shall have been delivered and the following activities shall be deemed to have taken place contemporaneously at the Closing:
a) At or prior to closing the Seller will sign and deliver or have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership of the Shares purchased thereunder and such deeds, documents and instruments shall be deposited in escrow with the Purchasers' lawyer.
(b) At or prior to closing, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyer.
(c) At closing, if all documents securities to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then Subparagraph 2.1 have been delivered to the certified cheque respective parties duly endorsed or bank draft, issued as the case may be, pursuant to Subparagraphs 1.3 and 2.1.
b) delivery of all corporate records of Acquiree, including without limitation, corporate minute books (which shall be released from escrowcontain copies of the Articles of Incorporation and Bylaws, if applicableas amended to the Closing), stock books, stock transfer books, corporate seals, and deposited, delivered or wired such other corporate books and records as may be reasonably requested for review by Acquiror;
c) delivery of the evidence of cancellation of debts and release of liens by the Purchasers or Debt Holders satisfactory to Acquiror pursuant to Subparagraph 1.1 hereof;
d) a certificate of the Solicitor for President and the Purchasers solely according Secretary of Acquiree to the written instructions effect that all representations and warranties of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers.
(d) Following the execution of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to Acquiree made under this Agreement are not delivered reaffirmed on the Closing Date, the same as though originally given to Acquiror on said date as set forth herein; -------------------------------------------------------------------------------
e) the Subscription Agreements of the Stockholders;
f) a certificate from the West Virginia Secretary of State dated at or about the date of the Closing to the effect that Acquiree is in good standing under the laws of said State;
g) copies of resolutions by 3 days following the execution Acquiree's Board of Directors authorizing this Agreement;
h) resignations of all of the members of the Board of Directors and officers of Acquiree effective as of the Closing Date;
i) a certificate of the President and the Secretary of Acquiror to the effect that all representations and warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date, then all the same as though originally given to Acquiree and Stockholders on said date;
j) copies of resolutions by Acquiror's Board of Directors authorizing this Agreement;
k) a certificate from the Secretary of State of Nevada dated at or about the date of Closing to the effect that Acquiror is in good standing under the laws of said State; and
l) the parties hereto have signed and delivered such other instruments and documents, chequesif any, instruments, relating to and deeds shall be returned to their respective senderseffecting the transactions contemplated herein.
Appears in 1 contract
Sources: Acquisition Agreement (Integral Technologies Inc /Cn/)
Closing Requirements. A. At the Closing, Seller shall execute and deliver to Purchaser at Seller's sole cost:
(ai) At a bargain and sale deed with covenants against grantors acts as herein provided (hereinafter referred to as the "Deed");
(ii) an affidavit of title, the form and substance of which shall be subject to the reasonable approval of the Title Company;
(iii) a certification of non-foreign status in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended;
(iv) Seller's certification that the representations and warranties herein are true and accurate as of the Closing in material respects;
(v) originals of the Due Diligence Documents and all other documents and records relating to the Property as are in the possession of Seller and kept in the normal course of business;
(vi) a bill of sale, dated as of the Closing, in form and substance satisfxxxxry to Purchaser, conveying all fixtures to Purchaser free and clear of any liens, charges or encumbrances;
(vii) keys to the Property (if any);
(viii) a certificate of occupancy for the Property, if required by the Borough of South Plainfield;
(ix) an assignment to Purchaser of the current lease between Seller and Able Laboratories, Inc.;
(x) an assignment to Purchaser of those service and maintenance agreements relative to the Property which Purchaser has elected in writing to assume, such other agreements to be cancelled by Seller prior to closing or as of Closing; and
(xi) such other instruments as may be reasonably required by Purchaser's attorney or the Seller will sign Title Company to effectuate the within transaction.
B. At the Closing, Purchaser shall execute and deliver to Seller:
(i) The Purchase Price in accordance with Paragraph 2 hereof;
(ii) such other documents and/or instruments as may be reasonably required by Seller's attorney or have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order Title Company to give effect to this agreement and for effectuate the purpose of conferring upon the Purchasers the absolute ownership within transaction.
C. Seller shall deliver drafts of the Shares purchased thereunder and such deeds, closing documents and instruments shall be deposited set forth in escrow with the Purchasers' lawyer.
section A above at least three (b3) At or days prior to closing, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyerClosing Date.
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers.
(d) Following the execution of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds shall be returned to their respective senders.
Appears in 1 contract
Closing Requirements. (a) At or prior to closing the Seller will sign and deliver or have signed and delivered all deedsClosing, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership payment of the Shares purchased thereunder and such deedsPurchase Price as herein provided, documents and instruments shall be deposited in escrow with the Purchasers' lawyer.
(b) At or prior to closing, each Purchaser Seller shall deliver to Purchaser a certified cheque or bank draft for the consideration to be paid by each Purchaser fully and properly executed statutory warranty deed with respect to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque Property (the “Deed”) which shall be placed in escrow with the Purchasers' lawyer.
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according convey fee simple title to the written instructions Property, free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Seller signed by Permitted Exceptions (as hereinafter defined). For the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers.
(d) Following the execution purposes of this Agreement, the parties will do term “Permitted Exceptions” shall mean: (i) then current city, state and county ad valorem taxes not yet due and payable; (ii) easements for the installation or cause maintenance of public utilities serving the Property; (iii) all other easements, restrictive covenants and other matters described in the current title insurance policy insuring the Property (other than any mortgage or other encumbrance securing money borrowed by Seller), a true and correct copy of which has been delivered to Purchaser (the “Current Title Policy”); (iv) all recorded (and, if created by Purchaser or its agents, employees or affiliates, unrecorded) easements, restrictive covenants, encumbrances and other matters of record (if any) that relate to the construction, financing, operation or use of the parking deck facility that has been constructed on the Property with Purchaser’s consent as contemplated in and in accordance with the Office Lease, dated as of December 21, 2006, as heretofore amended, between Seller, as landlord, and Purchaser, as Tenant (as so amended, the “Lease”); (v) all other then existing leases with respect to all or any portion of the Property which (A) have been provided to Purchaser prior to the date hereof (including, without limitation, the lease currently in effect with respect to the space identified on Schedule 10 to the Lease (the “Restaurant Lease”) and the Renewal Lease with The Xxxxx Companies covering the location of a billboard or other signage purported to be done anything further that located on the Property dated as of January 12, 2005 (the “Sign Lease”)) and (B) have been entered into by Seller in the ordinary course and upon commercially reasonable terms after Purchaser has waived its right to lease such space as contemplated in Section 32 of the Lease; and (vi) such other matters, if any, as may be required acceptable to give full effect thereto Purchaser in its sole discretion. In addition to the foregoing, Purchaser hereby agrees that any conveyance of the Property shall be subject to the surface and subsurface conditions affecting the Property, as they exist on the Closing Date without any representation or warranty by Seller with respect thereto. Accordingly, Purchaser hereby acknowledges and agrees that the Deed shall contain the following provision: “By acceptance of this deed, Grantee hereby covenants and agrees for itself and its successors, assigns, licensees, lessees, employees and agents that Grantor shall not be liable for, and no action shall be asserted against Grantor for, loss or damage on account of injuries to the property or to any buildings, improvements, or structures now or hereafter located upon the property, or on account of injuries to any owner, occupant, or other person in or upon said property, occurring on or after the date of this deed, which are caused by, or arise as a result of soil and/or subsurface conditions, known or unknown (including, without limitation, sinkholes, underground mines or other geological formations or conditions) under or on the property or any other property now or hereafter owned by Grantor, whether contiguous or non-contiguous to the property sold hereunder. For purposes of this paragraph, the term “Grantor” shall include (i) Liberty National Life Insurance Company, Stonegate Realty Company, LLC and SG/SPV Property I, LLC; (ii) the agents and employees of Liberty National Life Insurance Company, Stonegate Realty Company and SG/SPV Property I, LLC; (iii) the officers, directors, managers, contractors and subcontractors of Liberty National Life Insurance Company, Stonegate Realty Company, LLC and SG/SPV Property I, LLC; and (iv) any affiliates, successors or assigns of the interests of Liberty National Life Insurance Company, Stonegate Realty Company, LLC and SG/SPV Property I, LLC in real property (other than the property hereby conveyed). This covenant and agreement shall run with the land conveyed hereby as against Grantee, and all persons, firms, trusts, partnerships, limited partnerships, corporations or other entities holding under or through the Grantee.” In addition to the Deed called for herein, Seller shall also deliver to Purchaser on the Closing Date (i) a xxxx of sale in the form customarily used in transactions of this kind and nature, covering all of Seller’s right, title and interest in and to the fixtures and other personal property (if any) included in the Property, together with an assignment of leases with respect to all then-existing leases affecting the Property, in the form customarily used in transactions of this kind and nature, (ii) a Seller’s affidavit with respect to the Property and “gap” indemnity, in each case in the form customarily recognized and required by the Title Company, (iii) a certificate and affidavit as to Seller’s residency and non-foreign person status, (iv) a certificate to the effect that the representations and warranties of Seller in this Agreement are true and correct as of the Closing Date, except as otherwise set forth in Section 10 hereof, and (v) evidence in form and substance reasonably satisfactory to Purchaser and the Title Company that Seller has the power and authority to execute and enter into this Agreement and to consummate the sale of the Shares to the Purchasers effected hereunder. If Property, and that any and all documents actions required to be delivered pursuant to this Agreement are not delivered by 3 days following authorize and approve the execution of and entry into this Agreement by Seller, the performance by Seller of all of Seller’s duties and obligations under this Agreement, then and the execution and delivery by Seller of all documentsdocuments and other items to be executed and delivered to Purchaser at Closing, cheques, instruments, and deeds shall be returned to their respective sendershave been accomplished.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Infinity Property & Casualty Corp)
Closing Requirements. (At the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. The following documents shall have been delivered and the following activities shall be deemed to have taken place contemporaneously at the Closing:
a) At or prior to closing the Seller will sign and deliver or have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership of the Shares purchased thereunder and such deeds, documents and instruments shall be deposited in escrow with the Purchasers' lawyer.
(b) At or prior to closing, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyer.
(c) At closing, if all documents securities to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then Subparagraph 2.1 have been delivered to the certified cheque respective parties duly endorsed or bank draft, issued as the case may be, pursuant to Subparagraphs 1.3 and 2.
b) delivery of all corporate records of Acquiree, including without limitation, corporate minute books (which shall be released from escrowcontain copies of the Articles of Incorporation and Bylaws, if applicableas amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and deposited, delivered or wired such other corporate books and records as may be reasonably requested for review by Acquiror;
c) delivery of the evidence of cancellation of debts and release of liens by the Purchasers or Debt Holders satisfactory to Acquiror pursuant to Subparagraph 1.1 hereof;
d) a certificate of the Solicitor for the Purchasers solely according President of Acquiree to the written instructions effect that all representations and warranties of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers.
(d) Following the execution of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to Acquiree made under this Agreement are not delivered reaffirmed on the Closing Date, the same as though originally given to Acquiror on said date as set forth herein;
e) the Subscription Agreements of the Stockholders; ------------------------------------------------------------------------------- f) a certificate from the West Virginia Secretary of State dated at or about the date of the Closing to the effect that Acquiree is in good standing under the laws of said State;
g) copies of resolutions by 3 days following the execution Acquiree's Board of Directors authorizing this Agreement;
h) a certificate of the President of Acquiror to the effect that all representations and warranties of Acquiror made under this Agreement are reaffirmed on the Closing Date, then all the same as though originally given to Acquiree and Stockholders on said date;
i) copies of resolutions by Acquiror's Board of Directors authorizing this Agreement;
j) a certificate from the Secretary of State of Nevada dated at or about the date of Closing to the effect that Acquiror is in good standing under the laws of said State;
k) audited financial statements of Acquiree for the year ended June 30, 1997, and unaudited financial statements for the quarter ended September 30, 1997, meeting the requirements set forth in Subparagraph 4.8; and
l) the parties hereto have signed and delivered such other instruments and documents, chequesif any, instruments, relating to and deeds shall be returned to their respective senderseffecting the transactions contemplated herein.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Integral Technologies Inc /Cn/)
Closing Requirements. At the Closing, each of the parties will take such actions, and execute and deliver to the other party such bills of sale, endorsements, assignments, agreements or other instruments as shall be necessary to vest in Purchaser, good and marketable title to the Purchased Assets sold to Purchaser hereunder, free and clear of all Liens, and for Purchaser to assume the Assumed Liabilities (as defined below) and to deliver to the Seller the consideration to be delivered to the Seller hereunder, and shall otherwise provide the following:
(a) At The Seller shall have delivered a certification executed by the President of Seller certifying as to the Indebtedness and Transaction Expenses of Seller as of the Closing Date and that all such holders of Indebtedness are being paid off in full pursuant to payoff letters or prior to closing releases and that all Persons listed on the Seller will sign Accounts Payable List (i) that have not signed Settlement Agreements have been paid in full and deliver or (ii) that have signed and delivered all deeds, agreements, documents and instruments which Settlement Agreements have been paid the Purchasers may reasonably require full amount set forth in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership their signed Settlement Agreements. All of the Shares purchased thereunder foregoing pay off letters, releases and such deeds, documents and instruments Settlement Agreements shall be deposited in escrow with the Purchasers' lawyerforms acceptable to Purchaser.
(b) At All third-party consents, approvals or prior notices set forth on Schedule 4.11, shall have been obtained or, with respect to closingnotices, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyerdelivered.
(c) At closingEach of the Seller and Seller Parent shall have delivered to Purchaser a certificate of its President, if certifying that (i) the representations and warranties of Seller and Seller Parent contained in this Agreement shall be true and correct in all documents to respects on and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be delivered pursuant to subsections 6(a) true and 6(b) are delivered, then the certified cheque or bank draftcorrect, as the case may be, as of such specified date); (ii) Seller and Seller Parent have duly performed and complied in all material respects with each of the agreements and covenants required by this Agreement and each of the other Related Agreements to be performed or complied with by it prior to or on the Closing Date; provided that with respect to agreements and covenants that are qualified by materiality, Seller shall be released from escrowhave performed such agreements and covenants, if applicableas so qualified, in all respects, (iii) no Action shall have been commenced against Purchaser or Seller or Seller Parent that would prevent the Closing and no injunction or restraining order has been issued by any Governmental Entity, and depositedis in effect, delivered that restrains or wired by the Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the prohibits any transaction contemplated hereby; and (iv) Seller and the remaining deeds, documents and instruments shall be released and delivered to the PurchasersSeller Parent have complied with Section 3.5(b).
(d) Following Each of Seller and the execution Seller Parent shall have delivered to Purchaser a certificate of its Secretary, dated as of the Closing Date, in a form reasonably satisfactory to Purchaser, certifying as to (a) its certificate of incorporation and bylaws, as in effect on and as of the Closing Date, (b) the resolutions of its board of directors and stockholders authorizing and approving the execution, delivery and performance by the entity of this AgreementAgreement and the other Related Agreements and the transactions contemplated hereby and thereby, and (c) the parties will do or cause incumbency of the officers of such entity executing documents executed and delivered in connection herewith.
(e) Each of Seller and Seller Parent, as applicable, shall have delivered to the Purchaser executed copies of the Related Agreements.
(f) Each of Xxxxx Xxxxxxx and Xxxx Xxxxxxx shall have executed and delivered non-competition and non-solicitation agreements to Purchaser in forms acceptable to Purchaser, in its sole discretion.
(g) The Seller shall have delivered to Purchaser such duly executed instruments of transfer and assignment, including bills of sale and certificates of title, and other forms of agreement referenced in this Agreement as shall be necessary to convey to Purchaser all rights of the Seller in and to the Purchased Assets, subject to the terms hereof, and in forms mutually acceptable to Purchaser and the Seller. Such instruments shall include a Xxxx of Sale to be done anything further that may executed by the Seller and delivered to Purchaser at Closing, in a form mutually acceptable to Purchaser and Seller (the “Xxxx of Sale”).
(h) The Seller shall have delivered, in proper form for filing, duly executed releases of all Liens on the Purchased Assets, including a full payoff letter and release from TCA Global Master Credit Fund, L.P. in a form satisfactory to Seller (Seller’s consent not to be required unreasonably withheld) and any tax lien waivers. The Seller shall also have delivered to give full effect thereto Purchaser copies of the pay-off letters, releases and Settlement Agreements referenced in Section 3.5(a).
(i) The Seller shall have delivered to Purchaser a duly executed Intellectual Property Assignment Agreement in a form mutually acceptable to Purchaser and Seller
(j) The Seller shall have delivered to Purchaser a duly executed Assignment and Assumption Agreement in the form mutually acceptable to Purchaser and Seller (the “Assignment and Assumption Agreement”).
(k) Each of Seller and the Seller Parent shall have delivered certificates of good standing issued as of a recent date by an appropriate official of the state of organization of such entity.
(l) Seller shall have delivered tax clearance certificates from the State of Connecticut with respect to corporate tax, sales tax and withholdings.
(m) Seller shall have delivered to Purchaser a certification of non-foreign status dated as of the Closing Date and complying with the requirements of Treasury Regulation Section 1.1445-2(b)(2) in a form reasonably acceptable to Purchaser.
(n) Purchaser shall have delivered to the Seller a certificate signed by the Secretary of Purchaser setting forth the votes or consents constituting the authorization and approval of the directors of Purchaser of this Agreement and the transactions contemplated hereby.
(o) The Seller shall have delivered possession of the Purchased Assets to Purchaser, including all records and documents relating to the Purchased Assets, and shall have assigned or made all intangible Purchased Assets available to Purchaser, including delivering to Purchaser all tangible evidences of know-how included within the Purchased Assets such as all drawings, manuals, spec sheets, training manuals and instruction manuals on the assembly of RSU, TCU and NCU controllers.
(p) Seller shall have delivered to Purchaser a fully executed copy of the Assignment, Release and Waiver of Claims Agreement with FEiNA and proof of payment on amounts owed by Seller to FEiNA pursuant to such agreement.
(q) Seller shall have delivered to Purchaser a form letter addressed to Persons to which the Seller owes outstanding maintenance or warranty obligations, including the entities identified on Schedule 4.17, which letter notifies such Persons of the sale of the Shares Single Axis Tracker Business to Purchaser, of Seller’s retention of all maintenance and warranty obligations of the Single Axis Tracker Business and of Seller’s change of address.
(r) Seller shall have delivered to Buyer’s West Hartford, CT office all written records, files, documentation and correspondence relating to the Purchasers effected hereunder. If all documents required Purchased Intellectual Property, including correspondence with the USPTO and patent counsel.
(s) All conditions to be delivered pursuant to this Agreement are not delivered by 3 days following Close set forth in the execution of this Agreement, then all documents, cheques, instruments, and deeds Side Letter shall be returned to their respective sendershave been satisfied.
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Closing Requirements. Upon the closing date of such purchase by the Tenant of the Leased Property pursuant to the purchase option contained in Article 15 of this Lease, such date being the Expiration Date, the Tenant shall pay to the Trustee or, if no Bonds shall be Outstanding, to the Landlord, or to any persons designated by the Landlord in a written notice delivered by the Landlord to the Tenant not less than three (3) days prior to the closing date, by certified check, bank check or in federal funds, as the Trustee or the Landlord may designate, at the place within the continental United States designated in such notice, the purchase price therefor specified in Section 15.2 herein, and the following shall then occur:
(a) At or prior The Landlord shall deliver to closing the Seller will sign and deliver or have signed and delivered all Tenant such documents, including without limitation deeds, agreementsassignments of leases and bills of sale, documents as shall be necessary to convey and instruments transfer the title to each Individual Property to the Tenant or, in the case of any Individual Property which is ground leased by the Purchasers may reasonably require Landlord, to assign the Landlord's interest in order such Individual Property to give effect to this agreement and for the purpose of conferring upon Tenant; PROVIDED, HOWEVER, that in the Purchasers the absolute ownership case of the Shares purchased thereunder and assignment of any such deedsground lease, documents and instruments the Landlord shall be deposited in escrow with also provide to the Purchasers' lawyer.Tenant evidence of the ground lessor's consent to such assignment;
(b) At The Tenant shall pay (or prior reimburse the Landlord for) all costs, fees and charges incident to closingsuch conveyance and transfer, each Purchaser shall deliver a certified cheque including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums, mortgage prepayment penalties and all applicable federal, state and local taxes (other than federal income taxes and state and local taxes imposed upon or bank draft for measured by net income) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, delivery and/or recording of such cheque shall be placed in escrow with the Purchasers' lawyer.deed and such other instruments;
(c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, The Tenant shall be released from escrow, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according transmit written notice to the written instructions Landlord directing the Landlord to cause the optional redemption of the Seller signed by the Seller any and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers.all Bonds Outstanding;
(d) Following Upon (i) receipt by the execution Landlord of this Agreementthe notice described in Section 21.2(c) and (ii) the receipt by the Trustee of the purchase price of the Leased Property, the parties will do or Landlord shall promptly cause the Trustee to be done anything further that may be required redeem any and all Bonds Outstanding pursuant to give full effect thereto the terms of the Indenture and to the sale apply all or a portion of the Shares purchase price to the Purchasers effected hereunder. If all documents required to be delivered redemption of such Outstanding Bonds; and
(e) Upon (i) completion of the purchase of the Leased Property pursuant to this Agreement are not delivered by 3 days following Article 21, (ii) the execution payment of this Agreement, then all documents, cheques, instrumentsthe purchase price therefor specified herein, and deeds (iii) the optional redemption of all Bonds Outstanding, but not prior to the occurrence of (i), (ii) and (iii) herein, this Lease and all obligations hereunder (including the obligations to pay the Basic Rent and Supplemental Rent) shall be returned terminate with respect to their respective sendersthe Leased Property except with respect to actual or contingent obligations and liabilities of the Tenant under this Lease which arose on or prior to such closing date.
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Sources: Master Lease (Carmike Cinemas Inc)