Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: -------------------- (i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser; (ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities; (iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing; (iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds; (v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds; (vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9 (a) by wire transfer of immediately available funds; and (vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article III.
Appears in 1 contract
Closing Transactions. Subject to At or substantially concurrently with the conditions set forth in -------------------- this AgreementClosing and on the Closing Date (unless such other date is indicated), the Parties shall consummate cause the consummation of the following transactions in the following order, upon the terms and subject to the conditions of this Agreement:
(a) Parent shall direct the Trustee to make any payments required to be made by Parent in connection with the Parent Stockholder Redemptions;
(b) the PIPE Investors, any Alternative Financing Source and Parent shall consummate the PIPE Investment and any Alternative Financing (if applicable);
(c) the Founder Holder Class B Conversion shall be effectuated in accordance with the Parent Charter;
(d) the Founder Holder Forfeiture shall be effectuated pursuant to the terms and conditions of the Founder Holder Agreement;
(e) the certificate of merger with respect to the First Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL (the "Closing Transactions"“First Certificate of Merger”) on and filed with the Closing Date: --------------------Secretary of State of the State of Delaware;
(f) the certificate of merger with respect to the Second Merger shall be prepared and executed in accordance with the relevant provisions of the DGCL and DLLCA (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) and filed with the Secretary of State of the State of Delaware;
(g) Parent shall deposit (or cause to be deposited) with the Exchange Agent the portion of the Aggregate Stock Consideration payable pursuant to Section 2.6(a) and Section 2.6(e);
(h) Parent shall (i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repaypay, or cause to be repaid, on behalf of the Seller and its Subsidiariespaid, all amounts necessary Parent Transaction Costs to discharge fully the then outstanding balance of applicable payees, to the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or extent not paid prior to the Closing, and (ii) (on behalf of the Seller shall deliver Company) pay, or, cause to Purchaser be paid, all appropriate payoff letters and shall make arrangements reasonably satisfactory amounts included in the Company Transaction Costs, to Purchaser for such holders the extent not paid by the Company prior to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver , to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner applicable payees as set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) Company Closing Statement, by wire transfer of immediately available funds; provided, that Parent shall (on behalf of the Company) pay, or cause to be paid, the Company Transaction Costs that represent compensation to employees to the Company for payment to the applicable service provider at the time required by the applicable employment arrangement through the Company’s payroll system; and
(viii) the Seller, Repurchase shall be effectuated on the Intermediary and Business Day immediately following the Purchaser, as applicable, shall deliver Second Effective Time in accordance with the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIRepurchase Agreement.
Appears in 1 contract
Sources: Merger Agreement (VPC Impact Acquisition Holdings III, Inc.)
Closing Transactions. Subject to the terms and conditions set forth in -------------------- this Agreement, the Parties parties hereto shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------
(a) (i) the Stockholders Company and Merger Sub shall cause the Seller First Certificate of Merger to be duly executed and filed with the Intermediary, respectively, to conveySecretary of State of the State of Delaware, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) immediately following the First Merger and the Indebtedness Repayment, the Initial Surviving Company and the Purchaser shall deliver - 28 - cause the Second Certificate of Merger to be duly executed and filed with the Secretary of State of the State of Delaware; (b) Parent shall issue or transfer, or cause to be issued or transferred, to Seller the number of Parent Shares payable as the Closing Equity Consideration pursuant to the terms hereof, which may be represented by book-entry interests or one or more certificates issued to Seller such instruments at Parent’s election; (c) Parent shall pay, or cause to be paid, to Seller the Closing Date Cash Proceeds by wire transfer of assumption as are required in order for immediately available funds to the Purchaser to assume the Assumed Liabilities;
account(s) designated by Seller; (iiid) the Purchaser Parent shall repay, or cause to be repaid, on behalf of the Seller and its SubsidiariesCompany Group, as applicable, all amounts necessary to discharge fully the then then-outstanding balance of all Indebtedness set forth on Schedule 2.03(d), if any, (for the Seller's and its Subsidiary's Indebtedness secured by any avoidance of doubt, after giving effect to the Acquired Assets (including, without limitation, prepayment penalties and premiumsCompany Pre- Closing Payments) by wire transfer of immediately available funds as directed in accordance with the Payoff Letters relating to the account(s) designated by the holders of such Indebtedness at or prior (the “Indebtedness Repayment”); (e) Parent shall deliver to the ClosingEscrow Agent for deposit into an escrow account (such account, the “Purchase Price Adjustment Escrow Account”), an aggregate amount of cash equal to the Purchase Price Adjustment Escrow Amount; (f) Parent shall pay, or cause to be paid, on behalf of the Company, all unpaid Transaction Expenses identified on Schedule 2.03(f) (other than the Bonus Payments, if any) (for the avoidance of doubt, after giving effect to the Company Pre-Closing Payments) to each Person who is owed a portion thereof; (g) Parent shall pay, or cause to be paid, to the Company, for further distribution to and by the Company’s and its Subsidiaries’ payroll provider in accordance with the Company’s payroll processes and procedures, an aggregate amount equal to all unpaid Bonus Payments that are set forth on Schedule 2.03(g) (for the avoidance of doubt, after giving effect to the Company Pre-Closing Payments), if any, for distribution by the Company to its applicable employees or other service providers through the payroll processing system of the Company; (h) the Company shall deliver, or cause to be delivered, to Parent the Consulting Termination Agreement, duly executed by AE Consultant and Edge Autonomy Bend; (i) Seller shall deliver to Purchaser all appropriate payoff letters Parent an IRS Form W-9 duly executed by the Seller; (j) Seller and Parent shall each execute and deliver the A&R Investor Rights Agreement; and (k) the parties hereto shall make arrangements reasonably satisfactory such other deliveries as are required to Purchaser for such holders to deliver lien releases and canceled notes at satisfy the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount conditions set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article III.
Appears in 1 contract
Sources: Merger Agreement (Redwire Corp)
Closing Transactions. Subject (a) Seller shall execute and deliver, or cause to the conditions set forth in -------------------- this Agreementbe delivered, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------to Purchaser at Closing:
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all an assignment of the Acquired AssetsSeller’s Interest, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) evidence satisfactory to Purchaser that Seller has obtained the Purchaser shall deliver to consents set forth in Section 1.4(a)(ii) of the Seller Disclosure Schedules and that such instruments consents do not alter in any material respect the terms of assumption as are required in order for the Purchaser to assume Company’s obligations under the Assumed Liabilitiesrelated Permits or Contracts under which such consent is sought;
(iii) resignations of Seller’s representatives on the Management Committee of the Company or serving as officers of the Company, to be effective upon the Closing;
(iv) an officer’s certificate or other evidence reasonably satisfactory to Seller that all waiting periods under the HSR Act have expired;
(v) such other agreements, instruments or documents as may be reasonably necessary to carry out the Contemplated Transactions and to comply with the terms hereof; and
(vi) each of the other certificates and other documents contemplated to be delivered by Seller to Purchaser under Article VII.
(b) Purchaser shall repayexecute and deliver, or cause to be repaiddelivered, on behalf of the to Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets at Closing:
(including, without limitation, prepayment penalties and premiumsi) by wire transfer of immediately available funds as directed to an account designated by the holders of such Indebtedness Seller in writing to Purchaser at or least two (2) Business Days prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the ClosingClosing Purchase Price;
(ivii) such other agreements, instruments or documents as may be reasonably necessary to carry out the Purchaser shall deliver Contemplated Transactions and to comply with the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundsterms hereof; and
(viiiii) each of the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, other certificates and other documents and instruments required contemplated to be delivered by or on behalf of such party Purchaser to Seller under Article IIIVII.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Renewable Energy Group, Inc.)
Closing Transactions. Subject to On the conditions set forth terms contained in -------------------- this Agreement, the Parties shall consummate the following transactions (the "“Closing Transactions") ” on the Closing Date: --------------------:
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey all of the Purchased Assets to Purchaser and Seller shall deliver to Purchaser the duly executed ▇▇▇▇ of Sale and such other appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments, Lien releases and all other instruments of conveyance which are reasonably necessary or desirable to effect transfer to Purchaser of good and indefeasible marketable title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, Purchased Assets (free and clear of all Liens (other than Permitted EncumbrancesLiens)), it being understood that all of the foregoing shall be reasonably satisfactory in form and the substance to Purchaser, Seller and each of their respective legal counsel;
(ii) Purchaser shall assume from Seller all of the Intermediary Assumed Liabilities pursuant to the Assumption Agreement and Purchaser shall deliver to Seller the Purchaser bills of sale, assignment of leases duly executed Assumption Agreement and contracts and all such other appropriately executed instruments of conveyance which are reasonably necessary or desirable to effect transfer Purchasers assumption from Seller of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause deliver to be repaid, on behalf of the Seller and and/or its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets designees (including, without limitation, prepayment penalties and premiumsi) by wire transfer of immediately available funds as directed to an account or accounts designated by Seller the holders of such Indebtedness at or prior Closing Cash Consideration and (ii) the Closing Share Consideration and the Holdback Shares, which shall be simultaneously delivered to the ClosingHoldback Share Agent, and in each case as presented in the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;Payment Schedule; and
(iv) the Seller and Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Sellercertificates, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party Person under Article IIIIII hereof.
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on at the Closing Date: --------------------Closing:
(i) the Stockholders Purchaser (A) shall cause pay, in accordance with the Seller and Purchase Price Allocation Schedule, an aggregate amount in cash equal to (x) the IntermediaryPurchase Price minus (y) $5,000,000, respectively, by wire transfer of immediately available funds to conveyan account or accounts designated by the Sellers, and (B) shall deposit an aggregate amount in cash equal to $5,000,000 into an escrow account (the Seller "Escrow Account") governed by an Escrow Agreement in form and substance reasonably satisfactory to the Intermediary, respectively, Parties (the "Escrow Agreement"); it being understood and agreed that the Escrow Account shall have a term of one (1) year and shall be available to satisfy any amounts owing to the Purchaser pursuant to Section 2.2 and/or Section 8.2 hereof;
(ii) the Sellers shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible marketable title to all of the Acquired Assets, free and clear of all Liens (other than Permitted EncumbrancesEncumbrances and Liens to be removed by the Sellers pursuant to clause (iv) below), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(iiiii) the Purchaser shall deliver to the Seller Sellers such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article III.
Appears in 1 contract
Closing Transactions. Subject In connection with the Closing, on the terms and subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions shall occur in the order set forth in this Section 2.01:
(a) the "Closing Transactions"Blocker Restructuring and the Company Recapitalization shall be consummated;
(b) on the Closing Date: --------------------Domestication shall become effective;
(c) the investors party to the Subscription Agreements shall purchase, and Pace shall issue and sell to the investors the number of shares of Pace Class A Common Stock set forth in the Subscription Agreements against payment of the amounts set forth in the Subscription Agreements;
(d) the investors party to the Forward Purchase Agreements shall purchase, and Pace shall issue and sell to such investors, the number of shares of Pace Class A Common Stock set forth in the Forward Purchase Agreements against payment of the amounts set forth in the Forward Purchase Agreements;
(e) Pace shall pay or cause to be paid any payments required to be made by Pace in connection with the exercise of the Redemption Rights;
(f) the Merger shall be consummated;
(g) the Reverse Blocker Mergers shall be consummated;
(h) the Direct Blocker Mergers shall be consummated;
(i) the Stockholders Pace shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to contribute all of the Acquired Assets, free and clear of all Liens assets then held by Pace (other than Permitted Encumbrances)Company Up-C Units) to the Company in exchange for such number of Company Up-C Units and warrants in the Company such that, after giving effect to such exchange, the Merger and the Seller and the Intermediary Blocker Mergers, Pace shall deliver hold (i) a number of Company Up-C Units equal to the Purchaser bills number of sale, assignment shares of leases Pace Class A Common Stock issued and contracts and all other instruments of conveyance which are necessary or desirable to outstanding immediately after giving effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the PurchaserTransactions and (ii) a number of warrants in the Company equal to the number of Pace Warrants issued and outstanding immediately after giving effect to the Transactions;
(iij) as of immediately following Closing, the Purchaser Pace Board shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf consist of the Seller number of directors, and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance be comprised of the Seller's individuals and its Subsidiary's Indebtedness secured by any of classes, consistent with the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIShareholders Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (TPG Pace Tech Opportunities Corp.)
Closing Transactions. Subject to the terms and conditions set forth in -------------------- this Agreement, the Parties parties hereto shall consummate the following transactions at the Closing:
(a) the "Closing Transactions"Company shall allot and issue the Purchased Shares to Buyer at an issue price of the Final Per Share Price;
(b) on the Buyer shall deliver to the Company the Purchase Price, by wire transfer of immediately available funds to the account(s) designated in writing by the Company to the Buyer prior to the Closing;
(c) the Existing Indebtedness shall be repaid, redeemed or discharged, as applicable, in full and all commitments thereunder shall be terminated substantially concurrently with the Closing Date: --------------------
(i) and receipt of payment from the Stockholders shall cause the Seller and the Intermediary, respectively, Buyer pursuant to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted EncumbrancesSection 2.3(a), and the Seller and the Intermediary Company shall deliver to the Purchaser bills of sale, assignment of leases Buyer (x) a pay-off letter and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer lien release documentation in respect of the Direct Conveyance Property and Existing Credit Agreement, (y) evidence that the Exchange Property which together constitute Company has redeemed or repurchased in full all indebtedness owing in respect of the Acquired AssetsExisting Note Purchase Agreement substantially concurrently with the Page 10 Closing and (z) evidence that the Company has (1) satisfied and discharged the Existing Indenture substantially concurrently with the Closing and (2) delivered at Closing an irrevocable notice of redemption of the notes issued under the Existing Indenture, all of which instruments shall be in each case in form and substance reasonably satisfactory to the PurchaserBuyer (it being understood that in no event shall the Company be required to deliver any notices to repay, redeem, repurchase or discharge any Existing Indebtedness which notice is not revocable or conditional on the occurrence of the Closing);
(iid) the Purchaser shall deliver to Company will register the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaidPurchased Shares, on behalf issue after due payment therefor, in its register of members in the name of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundsBuyer; and
(viie) the Seller, the Intermediary Buyer and the Purchaser, Company shall make such other deliveries as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered are contemplated by or on behalf of such party under Article III7.
Appears in 1 contract
Closing Transactions. Subject to delivery of the conditions items set forth in -------------------- this AgreementSection 2.4 hereof, the Parties shall consummate the following transactions (the "“Closing Transactions"”) on the Closing Date: --------------------:
(ia) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, Sellers shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free Purchased Assets to Buyer by making them available at the Elk Grove Village Facility and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills Buyer such appropriately executed instruments of sale, assignment of leases transfer, assignment, conveyance and contracts delivery, assignments, transfer tax declarations and all other instruments of conveyance which are reasonably necessary or desirable to effect transfer to Buyer of good and marketable title to the Direct Conveyance Property Purchased Assets (free and clear of all Liens other than the Exchange Property which together constitute Permitted Encumbrances), it being understood that all of the Acquired Assets, all of which instruments foregoing shall be reasonably satisfactory in form and substance reasonably satisfactory to the PurchaserBuyer and its counsel;
(iib) the Purchaser Buyer shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repaySellers, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed to an account or accounts designated by MSC in an amount equal to (i) the holders of such Indebtedness at or prior to Purchase Price minus (ii) the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the ClosingDeposit Amount;
(ivc) the Purchaser Buyer and MSC shall deliver execute joint written instructions to the Seller Escrow Agent to cause release of the Direct Conveyance Property Purchase Price Deposit Amount minus $1,250 by wire transfer of immediately available funds;
(v) the Purchaser shall deliver funds to the Intermediary the Stipulated Exchange Price an account or accounts designated by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundsMSC; and
(viid) the Sellersimultaneously with execution and delivery of this Agreement, the Intermediary and the Purchaser, as applicable, MSC shall deliver the opinions, certificates and other documents and instruments required cause to be delivered by or on behalf filed with the Circuit Court of ▇▇▇▇ County, County Department, Chancery Division a Voluntary Dismissal With Prejudice in the form attached hereto as Exhibit G; provided that each party to the Pending Employment Matters shall bear its own costs related to such party under Article IIIfiling.
Appears in 1 contract
Closing Transactions. Subject to At the conditions set forth in -------------------- this AgreementClosing, the Parties shall consummate the following transactions shall occur, all of such transactions being deemed to occur simultaneously:
(A) The Sellers shall deliver or cause to be delivered to the "Closing Transactions") on Corporation, or if specified to such other person, the Closing Date: --------------------following:
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to Certificate(s) representing all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances)Shares duly endorsed by the Sellers in blank or accompanied by an assignment separate from certificate duly endorsed in blank, and such other duly executed transfer documents, including medallion signature guarantees, as may be required by the Seller Corporation’s transfer agent to perfect the transfer and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer surrender of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the PurchaserShares for cancellation;
(ii) For each Seller that is an entity, a certificate of good standing (or its equivalent, if any) from the Purchaser shall deliver Secretary of State where such Seller is incorporated or formed, dated within fifteen (15) days of the Closing Date, to the effect that the Seller is in good standing (or its equivalent, if any) under the laws of such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilitiesstate;
(iii) For each Seller that is an entity, copies of all resolutions of the Purchaser Corporation’s board of directors authorizing the transactions contemplated under this Agreement; and
(iv) A certificate, dated the Closing Date, signed by each Seller, certifying that all of the representations and warranties of Sellers set forth in this Agreement are true and correct on and as of the Closing Date as if made on the Closing Date, except for those representations and warranties that address matters only as of a particular date (which representations and warranties shall repay, have been accurate as of such date).
(B) The Corporation shall deliver or cause to be repaiddelivered to the Sellers, on behalf the following:
(i) The Promissory Note, and within seven (7) business days thereafter, the first payment of one-eight (1/8th) of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) Purchase Price per Share due by wire transfer to the Payment Agent of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, bank account designated by such Payment Agent to the Corporation and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closingattached hereto as Schedule 9(B)(i);
(ivii) A resolution of the Purchaser shall deliver to Corporation’s board of directors, dated at or about the Seller Closing Date, authorizing the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundstransactions contemplated under this Agreement; and
(viiiii) A certificate, dated the SellerClosing Date, signed by the Intermediary Corporation, certifying that all of the representations and warranties of Sellers set forth in this Agreement are true and correct on and as of the Purchaser, Closing Date as applicable, shall deliver if made on the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIClosing Date.
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions 0transactions (the "Closing Transactions") on the Closing Date: --------------------
(i) the Stockholders BESI Holding shall cause the Seller BESI to deliver to NES Equipment such bills of sale and the Intermediaryinstruments of transfer, respectivelyassignment, conveyance and delivery, special warranty deeds, warranty assignments of leases, equipment and vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary and desirable to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all effect transfer of the Acquired AssetsLouisiana Assets of BESI, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary to NES Equipment;
(ii) BESI Holding shall cause BESI to deliver to the Purchaser NES Partnership such bills of salesale and instruments of transfer, assignment assignment, conveyance and delivery, special warranty deeds, warranty assignments of leases leases, equipment and contracts vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary or and desirable to effect transfer of the Direct Conveyance Property Acquired Other Assets of BESI, free and the Exchange Property which together constitute clear of all of the Acquired AssetsLiens (other than Permitted Encumbrances), all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed LiabilitiesNES Partnership;
(iii) immediately following the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any assignment of the Acquired Other Assets (includingof BESI, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller Sellers shall deliver to Purchaser NES Equipment (or its designee) certificates representing the Acquired Stock owned by such Sellers, duly endorsed for transfer or accompanied by duly executed stock powers with all appropriate payoff letters requisite state and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closingfederal transfer stamps affixed thereto;
(iv) the Purchaser Purchasers shall deliver to the Seller Sellers the Direct Conveyance Property Purchase Price by wire transfer of Cash Portion in immediately available funds;
(v) the Purchaser shall deliver to the Intermediary extent any of the Stipulated Exchange Price by wire transfer Companies have any Indebtedness as of the Closing, the Sellers shall pay-off all such Indebtedness other than Assumed Liabilities in immediately available funds, and the Sellers shall provide the Purchasers with appropriate pay-off letters and Lien releases with respect to such Indebtedness;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary Sellers and the PurchaserPurchasers, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party Party under Article III; and -----------
(vii) subject to the Canadian Inter-company Agreement to be executed on the Closing Date, all inter-company Indebtedness between the Companies and the Sellers (or any Affiliates of the Sellers) shall be cancelled (regardless of whether the Companies are obligors or obligees on such Indebtedness).
Appears in 1 contract
Sources: Purchase Agreement (National Equipment Services Inc)
Closing Transactions. Subject to At the conditions set forth in -------------------- this AgreementClosing, Buyer and Sellers shall cause the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing DateEscrow Agent to: --------------------
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to Sellers the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) Estimated Closing Date Payment by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the accounts designated in the Closing Report; and (ii) pay, on behalf of the Company or Sellers, the following amounts: (A) Debt of the Company to be paid at Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver funds to the Intermediary accounts and in the Stipulated Exchange Price amounts specified in the Closing Report; and (B) any Transaction Costs unpaid at Closing, by wire transfer of immediately available funds;
funds to the accounts and in the amounts specified on the Closing Report. At the Closing, each Seller shall deliver to Buyer: (vii) an assignment of such Seller’s Membership Interests to Buyer in form and substance satisfactory to Buyer (the “Assignment”), duly executed by such Seller; and (ii) the Purchaser agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 6. At the Closing, Buyer shall deliver to the Stockholders Sellers: (in the manner set forth on the Schedule of Stockholdersi) the agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6 and (ii) to the extent that the Escrow Amount is insufficient to deliver the Estimated Closing Date Payment to Sellers pursuant to the first sentence of this Section 2.4, an amount set forth in Section ------------------------ 9.9
(a) equal to such shortfall by wire transfer of immediately available funds; and
(vii) funds to the Seller, accounts designated in the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIClosing Report.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (4Front Ventures Corp.)
Closing Transactions. Subject Upon the terms and subject to the conditions set forth in -------------------- of this Agreement, at the Parties Closing, the parties shall consummate the following transactions in the following order:
2.2.1 Investor shall assign the Debt Commitment Letter to Navistar Defense and Navistar Defense shall enter into the Debt Financing (the "Closing “Debt Financing Transactions") ”);
2.2.2 immediately following its receipt of the proceeds from the Debt Financing Transactions, Navistar Defense shall declare and pay a distribution to Intermediate in an aggregate amount equal to the Debt Distribution Amount (the “ND Debt-Financed Distribution”);
2.2.3 immediately following its receipt of the proceeds from the ND Debt-Financed Distribution, Intermediate shall declare and pay a distribution to the Company in an aggregate amount equal to the Debt Distribution Amount (the “Intermediate Debt-Financed Distribution”);
2.2.4 immediately following its receipt of the proceeds from the Intermediate Debt-Financed Distribution, the Company shall declare and pay a distribution to Navistar and ITEI, pro rata based on the number of Equity Interests held by them, in an aggregate amount equal to the Debt Distribution Amount (the “Pre-Closing Date: --------------------Equityholder Distribution”);
2.2.5 Investor shall purchase from Navistar, and Navistar shall sell to Investor, 70 Units (the “Purchased Units”) for an aggregate purchase price equal to (a) seventy percent (70%) multiplied by (b) the result of (i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
$192,500,000 plus (ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
Estimated Adjustment Amount minus (iii) the Purchaser Debt Distribution Amount (the “Purchase Price”), which such Purchase Price shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) paid by wire transfer of immediately available funds to such account as directed has been designated in writing by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the ClosingNavistar;
2.2.6 the Company, Investor and Navistar shall enter into (ivand Navistar shall cause ITEI to enter into) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundsA&R LLC Agreement; and
(vii) 2.2.7 the Seller, the Intermediary and the Purchaser, as applicable, Company shall deliver the opinions, certificates and other documents and instruments required pay or cause to be delivered by or on behalf of such party under Article IIIpaid in full to the Persons entitled thereto the Shared Transaction Expenses.
Appears in 1 contract
Sources: Recapitalization Agreement (Navistar International Corp)
Closing Transactions. Subject to (a) At the conditions set forth in -------------------- this AgreementClosing, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------Buyer shall:
(i) deliver or cause to be delivered to the Stockholders shall cause Sellers a Mandate Agreement (“Contratto ▇▇ ▇▇▇▇▇▇▇”) in respect of ▇▇▇▇▇▇▇▇’s engagement by the Seller and Company as a managing director (the Intermediary“Managing Director Agreement”) between the Company, respectively, to conveyon the one hand, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, on the Seller other hand, duly executed by the Company and in the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaserattached hereto as Exhibit B;
(ii) the Purchaser shall deliver or cause to be delivered to the Seller such instruments of assumption Sellers an Escrow Agreement among Buyer, the Escrow Agent and the Sellers, duly executed by the Escrow Agent and Buyer and in the form attached hereto as are required in order for Exhibit C (the Purchaser to assume the Assumed Liabilities“Escrow Agreement”);
(iii) the Purchaser shall repay, deliver or cause to be repaiddelivered to the Sellers a certificate of the secretary of ▇▇▇▇▇, dated as of the Closing Date (A) attaching resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and (B) certifying that such resolutions have not been amended, terminated or superseded;
(iv) pay the Purchase Price to the Sellers and other applicable parties in accordance with Section 1.2;
(v) deliver or cause to be delivered to the Sellers a Lease Agreement (the “New Lease Agreement”) between the Company, on behalf the one hand, and Elettra Real Estate srl, a limited liability company incorporated under the Laws of Italy (the “Lessor”), on the other hand, duly executed by the Company and in the form attached as Exhibit F;
(vi) deliver or cause to be delivered to the Sellers a Parking Lot Side Letter (the “Parking Lot Side Letter”) between the Company, on the one hand, and the Lessor, on the other hand, duly executed by the Company and in the form attached as Exhibit G;
(vii) pay all Taxes and fees of the Seller and its SubsidiariesPublic Notary necessary for the transfer, all amounts necessary to discharge fully the then outstanding balance filing or registration of the Seller's Purchased Shares, as well as all the costs and its Subsidiary's Indebtedness secured by any expenses related thereto;
(viii) cause the shareholders’ meeting of the Acquired Assets Company to be held immediately following the moment of the Closing at which the Sellers resolve to: (includingA) acknowledge and accept the resignations of the pre-Closing directors and the statutory auditors of the Company from their respective offices, without limitation(B) if previously instructed in writing by ▇▇▇▇▇, prepayment penalties appoint new directors and premiumsnew statutory auditors, (C) by wire transfer of immediately available funds as directed ratify all actions taken by the holders resigning directors and statutory auditors up to and including the Closing Date, (D) release and discharge, to the maximum extent permitted by applicable Laws (with the exception of willful misconduct (“dolo”) and gross negligence (“colpa grave”)), the resigning directors and statutory auditors, from and against the liabilities arising from their holding of the respective offices up to the Closing Date, (E) waive any action, suit, litigation and/or claim (including actions pursuant to Sections 2393, 2393-bis, 2395 of the ICC) against any resigning directors and statutory auditors in relation to their office, as members of the board of directors or of the board of statutory auditors, as the case may be, up to the Closing Date, except in cases of willful misconduct (“dolo”) and gross negligence (“colpa grave”), (F) indemnify and hold such Indebtedness resigning directors and statutory auditors harmless from and against any loss, damage or liability arising from the breach by Buyer or any Affiliate of Buyer (including Buyer Parent) of their respective waivers pursuant to clause (E) above, and (G) deliver or cause to be delivered to the resigning directors and statutory auditors a letter duly executed by ▇▇▇▇▇ pursuant to which ▇▇▇▇▇ acknowledges and adheres to the content of the shareholders resolutions described above and agrees not to bring any action, suit, litigation and/or claim (including actions pursuant to Articles 2393, 2393-bis, 2395 of the ICC) against any such resigning directors and statutory auditors in relation to their respective offices, as members of the board of directors of the Company or of the board of statutory auditors, as the case may be, up to and including the Closing Date, except in cases of the resigning directors’ or statutory auditors’ willful misconduct (“dolo”) and gross negligence (“colpa grave”);
(ix) procure that the new board of directors of the Company validly holds a meeting to approve the execution of the Managing Director Agreement consistent with Exhibit B; and
(x) deliver or cause to be delivered to the Sellers the Irrevocable Transfer Agent Instructions among Buyer Parent and the transfer agent of Buyer Parent in the form attached as Exhibit H, duly executed by Buyer Parent and the transfer agent of Buyer Parent.
(b) At the Closing, the Sellers shall:
(i) deliver or cause to be delivered to Buyer the share certificates, duly endorsed for transfer to Buyer by means of endorsement authenticated by the Public Notary pursuant to Article 2355, paragraph 3, of the ICC;
(ii) deliver or cause to be delivered to Buyer the Managing Director Agreement, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(iii) deliver or cause to be delivered to Buyer a lock up agreement in the form attached hereto as Exhibit D, duly executed by ▇▇▇▇▇▇▇▇ (the “Lock Up Agreement”);
(iv) deliver or cause to be delivered to Buyer the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇;
(v) deliver or cause to be delivered to Buyer evidence that all Company Transaction Expenses identified on Schedule 1.2(c) have been paid in full at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) deliver or cause to be delivered to Buyer written resignations, effective as of the Purchaser shall Closing, from the directors and officers of the Company identified on Schedule 2.2(b)(vi);
(vii) deliver or cause to be delivered to Buyer a copy of resolutions of the stockholders and the board of directors of the Company, duly stamped in the relevant official book (“allibrato”), in each case authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby;
(viii) deliver or cause to be deliver to Buyer the Stockholders (in New Lease Agreement, duly executed by the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundsLessor; and
(viiix) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required or cause to be delivered to Buyer the Parking Lot Side Letter, duly executed by or on behalf of such party under Article IIIthe Lessor.
Appears in 1 contract
Closing Transactions. Subject to At the conditions set forth in -------------------- this AgreementClosing, the Parties shall consummate the following transactions shall occur, all of such transactions being deemed to occur simultaneously:
(the "Closing Transactions"a) on the Closing Date: --------------------SKYNET AND THE PRINCIPAL SHAREHOLDERS WILL DELIVER, OR SHALL CAUSE TO BE DELIVERED, TO THE ACQUIROR, THE FOLLOWING DOCUMENTS AND SHALL TAKE THE FOLLOWING ACTIONS:
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens The SkyNet Shareholders (other than Permitted Encumbrances), Dissenting Shareholders) shall surrender and the Seller and the Intermediary shall deliver to Acquiror as the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary surviving corporation the certificate or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute certificates representing all of the Acquired Assets, all such shares of which instruments shall be in form and substance reasonably satisfactory to the PurchaserSkyNet Common Stock;
(ii) the Purchaser shall deliver The SkyNet Shareholders (other than Dissenting Shareholders) shall, to the Seller such instruments extent necessary to comply with applicable federal and state securities laws, execute and deliver at the Closing a copy of assumption an Investment Letter in the form attached to this Agreement as are required in order for the Purchaser to assume the Assumed LiabilitiesExhibit 2.2(a)(ii) ("Investment Letter");
(iii) Any outstanding shareholder agreements relating to the Purchaser SkyNet Capital Stock shall repayhave been terminated and evidence of such termination satisfactory to Acquiror shall have been delivered to Acquiror;
(iv) SkyNet and the Principal Shareholders shall execute and deliver, and file or cause to be repaid, on behalf filed with the Secretary of State of the Seller State of Nevada, Articles of Merger with such amendments thereto as the parties hereto shall deem mutually acceptable;
(v) A certificate shall be executed by an authorized officer of SkyNet and its Subsidiaries, the Principal Shareholders to the effect that all amounts necessary to discharge fully the then outstanding balance representations and warranties made by SkyNet and each of the Seller's Principal Shareholders under this Agreement are true and its Subsidiary's Indebtedness secured by any correct as of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, as though originally given to Acquiror on said date;
(vi) A certificate of good standing shall be delivered by SkyNet and the Seller Principal Shareholders from the Secretary of State of the State of Nevada, dated at or about the Closing, to the effect that such corporation is in good standing under the laws of such state, similar good standing certificates shall deliver to Purchaser be provided for each of the Subsidiaries (as that term is defined in Section 4.1(a)(ii) hereof);
(vii) An incumbency certificate shall be delivered by SkyNet signed by all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes of the officers thereof dated at or about the Closing;
(ivviii) Certified Articles of Incorporation shall be delivered by SkyNet dated at or about the Purchaser shall deliver to Closing and a copy of the Seller Bylaws of SkyNet certified by the Direct Conveyance Property Purchase Price Secretary of SkyNet dated at or about the Closing; similar articles, Bylaws or other governing instruments will be delivered by wire transfer each of immediately available fundsthe Subsidiaries;
(vix) Certified Board and shareholder resolutions shall be delivered by the Purchaser shall deliver to Secretary of SkyNet dated at or about the Intermediary Closing authorizing the Stipulated Exchange Price by wire transfer of immediately available fundstransactions contemplated under this Agreement;
(vix) The employment agreement by and between the Purchaser Acquiror and ▇▇▇▇▇ (the "▇▇▇▇▇ Employment Agreement") in the form attached to this Agreement as Exhibit 2.2(a)(x) shall be executed and delivered by ▇▇▇▇▇;
(xi) The Option Agreement by and between the Acquiror and ▇▇▇▇▇ (the "▇▇▇▇▇ Option Agreement") in the form attached to this Agreement as Exhibit 2.2(a)(xi) shall be executed and delivered by ▇▇▇▇▇;
(xii) The employment agreement by and between the Acquiror and Nizic (the "Nizic Employment Agreement") in the form attached to this Agreement as Exhibit 2.2(a)(xii) shall be executed and delivered by Nizic;
(xiii) The Option Agreement by and between the Acquiror and Nizic (the "Nizic Option Agreement") in the form attached to this Agreement as Exhibit 2.2(a)(xiii) shall be executed and delivered by Nizic;
(xiv) The Principal Shareholder Escrow Agreement in the form attached hereto as Exhibit 1.4(b) shall be executed and delivered by the Principal Shareholders;
(xv) The Principal Shareholder Escrow Shares shall be delivered into escrow pursuant to the Principal Shareholder Escrow Agreement;
(xvi) SkyNet shall deliver a copy of the release with respect to that certain letter agreement dated September 17, 1998, by and between SkyNet and Arizona Capital Group, Inc. which shall be certified by the Stockholders President of SkyNet and delivered to Acquirer;
(xvii) Each person who was issued shares of preferred stock, $.001 par value per share, of SkyNet pursuant to a Subscription Agreement ("Subscription Agreement") in connection with that certain Agreement Concerning The Exchange of Capital Stock dated as of September 30, 1997 by and among, inter alia, SkyNet ----- ---- and the Principal Shareholders, shall execute and deliver Amendment No. 1 to Subscription Agreement ("Amendment No. 1") in the manner set forth on form attached to this Agreement as Exhibit 2.2(a)(xvii), together with certificates evidencing the Schedule shares of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundspreferred stock; and
(viixviii) Each of the Seller, the Intermediary and the Purchaser, as applicable, parties to this Agreement shall deliver the opinions, certificates and other have otherwise executed whatever documents and instruments agreements, provided whatever consents or approvals and taken all such actions as are required to be delivered by or on behalf of such party under Article IIIthis Agreement.
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth in this -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing ------- Transactions") on the Closing Date: --------------------------------
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances)Liens, and the Seller and the Intermediary shall deliver to the Purchaser special warranty deeds for the Owned Real Property (or the reasonable equivalent used in the state in which the Owned Real Property is located), bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required necessary or desirable, in form and substance satisfactory to the Seller, in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser Seller shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to the Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to the Purchaser for such holders to deliver all related lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Cash Portion of the Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(viiv) the Seller, the Intermediary Seller and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party Party under Article III.
Appears in 1 contract
Closing Transactions. Subject to the terms and conditions set forth in -------------------- this Agreement, the Parties parties hereto shall consummate the following transactions (the "“Closing Transactions"”) on the Closing Date: --------------------:
(ia) the Stockholders shall cause the Seller and the IntermediarySellers and/or ▇▇▇▇▇▇▇ Holdings, respectivelyas applicable, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale(each, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer a “Seller Closing Deliverable”):
(i) duly executed assignments of the Direct Conveyance Property Membership Interests by ▇▇▇▇▇▇▇ Holdings in the forms set forth in Exhibit D-1 and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the PurchaserExhibit D-2;
(ii) Investor Questionnaire from each Seller, in the Purchaser shall deliver to the Seller form attached hereto as Exhibit E, duly executed by such instruments of assumption as are required in order for the Purchaser to assume the Assumed LiabilitiesSeller;
(iii) evidence of the assignment of the trademarks set forth on Schedule 3.19(a), including, the filing of such assignments with the United States Trademark and Patent Office; and
(iv) executed Payoff Letters together with evidence of arrangements to deliver UCC-3 termination statements or similar documents evidencing the termination of all Liens held by the lenders under such Indebtedness.
(b) the Purchaser shall:
(i) pay, or cause to be paid, the Closing Proceeds to the Sellers as follows:
(A) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiariesapplicable Company Group Members, all amounts necessary to discharge fully the then then-outstanding balance of all Estimated Indebtedness, if any, as directed by the Seller's and Payoff Letters, copies of which will be provided to the Purchaser at least two (2) Business Days prior to Closing, provided that, any amounts treated as wages to a current or former employee of a Company Group Member shall be paid to the applicable Company Group Member, which shall pay such amounts, less applicable withholding Taxes, to the recipient through its Subsidiary's Indebtedness secured by any payroll system;
(B) the Purchaser shall pay, or cause to be paid, on behalf of the Acquired Assets applicable Company Group Members, the amounts necessary to pay the then-outstanding balance of all Estimated Transaction Expenses, to each payee to whom such Estimated Transaction Expenses are to be paid by wire transfer of immediately available funds, to the account(s) designated by each such payee in the Payment Schedule, in accordance with invoices or other evidence of obligation to pay, copies of which will be delivered to the Purchaser at least two (including2) Business Days prior to Closing; and
(C) for the remaining Closing Proceeds after (A) and (B) above are completed:
(1) if, without limitationon the Closing Date, prepayment penalties (x) the SH Parent Stock has been publicly traded on the Exchange for at least ten (10) consecutive trading days prior to and premiumsincluding the Closing Date; and (y) the Exchange has approved the issuance and listing of the shares of SH Parent Stock contemplated by this Section 1.4(b)(i)(C), then:
a. Forty Million Dollars ($40,000,000.00) of the Closing Proceeds will be paid to the Sellers by issuance of a number of shares of SH Parent Stock in accordance with the proportions designated by the Sellers to Purchaser in writing at least two (2) Business Days before the Closing Date and calculated as follows (rounding down to the nearest whole share, with any shortfall paid in cash): (i) Forty Million Dollars ($40,000,000.00), divided by (ii) the Share Value as of the date that is two (2) Business Days before the Closing Date; multiplied by (iii) the Currency Exchange Rate as of the date that is two (2) Business Days prior to the Closing Date; provided, however, that the number of shares of SH Parent Stock that may be issued pursuant to this Section 1.4(b)(i)(C)(1)(a) shall not exceed:
i. an aggregate of 19.99% of the issued and outstanding shares of SH Parent Stock on the Closing Date and any amount of the Forty Million Dollars ($40,000,000.00) of the Closing Proceeds not paid by way of shares of SH Parent Stock pursuant to this Section 1.4(b)(i)(C)(1)(a)(i) shall be paid in accordance with Section 1.4(b)(i)(C)(1)(b); and
ii. with respect to any Seller, together with any other SH Parent Stock or other SH Parent securities directly or indirectly owned or over which control or direction is exercised by such Seller and any Person acting jointly or in concert with such Seller, 4.99% of the issued and outstanding shares of SH Parent Stock on the Closing Date and any amount of the Forty Million Dollars ($40,000,000.00) of the Closing Proceeds not paid by way of shares of SH Parent Stock to such Seller pursuant to this Section 1.4(b)(i)(C)(1)(a)(ii) shall be paid in accordance with Section 1.4(b)(i)(C)(1)(b); and
b. the remainder of the Closing Proceeds, together with any remaining amounts contemplated by Section 1.4(b)(i)(C)(1)(a), will be paid by wire transfer of immediately available funds as directed to the account(s) designated by the holders of such Indebtedness Sellers (which account(s) shall be designated by Sellers to the Purchaser in writing at or least two (2) Business Days before the Closing Date); or
(2) if, on the Closing Date, (x) the SH Parent Stock has not been publicly traded on the Exchange for at least ten (10) consecutive trading days prior to and including the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundsClosing Date; and
(vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article III.or
Appears in 1 contract
Sources: Purchase Agreement
Closing Transactions. Subject (a) Prior to the conditions Closing, the Company shall prepare (with the reasonable assistance of Buyer) all documents necessary for, and the Company and Buyer shall use their respective commercially reasonable efforts to take all actions necessary or appropriate to allow the Company and its Subsidiaries to commence, a self tender offer (the “Note Tender Offer”) and consent solicitation (the “Consent Solicitation”) to repurchase any and all of the outstanding Existing Senior Notes. The Note Tender Offer shall be effected in compliance with applicable laws, rules, and regulations. Notwithstanding the foregoing, the Company may, after consultation with the Buyer and the Buyer’s financing sources, elect not to conduct, or to abandon, the Note Tender Offer and Consent Solicitation at any time prior to the Closing. In the event the Company, in its sole discretion, so elects, it shall take commercially reasonable efforts to cause the defeasement (or other similar arrangement) of the Existing Senior Notes at the Closing consistent with the standards set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------Section 2.01(e)(B).
(ib) At the Stockholders shall cause the Seller and the IntermediaryClosing, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser Buyer shall repay, or cause to be repaid, on behalf of the Seller Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's Indebtedness of the Company and its Subsidiary's Indebtedness secured Subsidiaries (including by any causing the redemption of all outstanding Preferred Units in accordance with the provisions of the Acquired Assets LLC Agreement), other than the Existing Senior Notes and, at Buyer’s election, items (includingiv) and (v) of clause (a) of the definition of the term Indebtedness, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller Company shall deliver to Purchaser Buyer all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser Buyer for such holders to deliver lien releases Lien releases, canceled notes, and canceled notes other relevant documentation at the Closing;.
(ivc) At the Purchaser Closing, Buyer shall exercise each of the PEF Options acquired by it pursuant to Section 1.01 and shall pay the applicable exercise price of such PEF Options to the Sellers party to the PEF Options, pursuant to the attached Consideration Allocation and Mechanics Schedule. For the avoidance of doubt, such exercise price is included within the Aggregate Closing Consideration and is not additional consideration.
(d) At the Closing, Buyer shall deposit the Escrow Amount with the Escrow Agent, and shall deliver to each of the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;Rollover Sellers their respective Rollover Shares.
(ve) At the Purchaser Closing, each Seller that is party to any note referred to in the defined term Management Notes Amount shall deliver repay all amounts due and owing to the Intermediary Company as of the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver Closing pursuant to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the such Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article III’s note.
Appears in 1 contract
Sources: Unit Purchase Agreement (Alliance Laundry Systems LLC)
Closing Transactions. Subject At the Closing, subject to all of the terms and conditions of this Agreement:
(a) Seller and Buyer will execute and deliver the Assignment and Assumption Agreement;
(b) Seller will execute and deliver to Buyer the ▇▇▇▇ of Sale and Assignment and any other documents of transfer reasonably requested by Buyer with respect to the conditions set forth in -------------------- this Purchased Assets;
(c) Seller, Buyer and the Escrow Agent will execute and deliver the Escrow Agreement, ;
(d) Seller and Holdings will execute and deliver the Parties shall ▇▇▇▇▇▇▇ Subscription Agreement and consummate the following transactions contemplated thereby;
(e) ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and Holdings will execute and deliver the "Closing Transactions"Management Subscription Agreement and consummate the transactions contemplated thereby;
(f) on ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and Holdings will execute and deliver the Closing Date: --------------------Buy/Sell Agreements;
(g) ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and Buyer will execute and deliver the Employment Agreements;
(h) Seller will deliver or make available to Buyer the EWD Books and Records and the EES Books and Records, provided, that in the case of financial books and records that contain information relating to both the Excluded Assets and the Purchased Assets, Seller may provide Buyer with copies of such books and records from which information relating solely to the Excluded Assets has been deleted so long as such deletion does not result in such books and records not being complete and correct as to information relating to EWD and Seller need not provide consolidated financial information of Seller;
(i) the Stockholders shall cause the Seller The certificates, documents and the Intermediaryopinions of counsel required by Articles 2, respectively, to convey, 6 and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall 7 hereof will be in form and substance reasonably satisfactory to the Purchaserdelivered;
(iij) Buyer will transfer the Purchaser shall deliver Purchase Price in accordance with and subject to Article 2 hereof and the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf terms and conditions of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds▇▇▇▇▇▇▇ Subscription Agreement; and
(viik) The parties shall take such other action as may be necessary or appropriate to consummate the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIContemplated Transactions.
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth -------------------- in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to conveyto, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible marketable title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances)Liens, and the Seller and the Intermediary shall deliver to the Purchaser warranty deeds, bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser Seller shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver all related lien releases and canceled notes at the Closing;
(iv) the The Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(viiv) the Seller, the Intermediary Seller and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party Party under Article III.
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------:
(i) the Stockholders Stockholder shall cause the Seller and the Intermediary, respectively, to conveyto, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible marketable title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser warranty deeds, bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) pursuant to Section 2.2(a)(ii) above, the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to the Purchaser all appropriate payoff letters at or prior to the Closing and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at as soon as reasonably practicable after the Closing;
(iv) the The Purchaser shall deliver to the Seller the Direct Conveyance Property Cash Purchase Price by wire transfer of immediately available funds;
(v) the The Purchaser shall deliver to the Intermediary Seller the Stipulated Exchange Price by wire transfer of immediately available fundsNES Stock;
(vi) the The Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) Stockholder the amount set forth in Section ------------------------ 9.9
(a9.10(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary Seller and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party Party under Article III.
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------:
(i) the Stockholders Stockholder shall cause the Seller and the Intermediary, respectively, to conveySellers to, and the Seller and the Intermediary, respectively, Sellers shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible marketable title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances)Liens, and the Seller and the Intermediary shall deliver to the Purchaser Purchaser, bills of sale, assignment assignments of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller Sellers such certificates and instruments of assumption as are required in order for the Purchaser to assume and Sellers and/or Stockholder to be released from the Assumed Liabilities;; and
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary Sellers and the Purchaser, as applicable, shall deliver the opinions, Transition Services Agreement and certificates and other documents and instruments required to be delivered by or on behalf of such party Party under Article III.
(iv) the Purchaser shall pay the Purchase Price by (x) assuming the Assumed Liabilities and (y) transferring immediately available funds to Sellers (to an account or accounts designated by Sellers) the amounts set forth in Sections 2.1(e)(i) and (ii), and transferring immediately available funds to the agent under the Escrow Agreement the amount set forth in Section 2.1(e)(iii).
Appears in 1 contract
Sources: Asset Purchase Agreement (First Acceptance Corp /De/)
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on On the Closing Date: --------------------:
(a) the Company and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware;
(b) the Representative shall, or shall cause the Paying Agent to, deliver to Buyer copies of all of the Letters of Transmittal delivered to the Paying Agent by the Designated Unitholders prior to the Closing;
(c) Buyer shall deliver:
(i) to Arsenal Blocker Seller the Stockholders shall cause the Seller and the Intermediary, respectively, amount payable pursuant to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;Section 1.02(a);and
(ii) to the Purchaser Paying Agent, for the benefit of the Designated Unitholders, the portion of the Estimated Closing Cash Payment payable to such Designated Unitholders pursuant to Sections 2.07(a)(i) and 2.07(b)(i), as applicable.
(d) Buyer shall deliver the Indemnification Escrow Amount and the Adjustment Escrow Amount to the Seller such instruments of assumption as are required in order for the Purchaser Escrow Agent pursuant to assume the Assumed LiabilitiesSections 2.10 and 2.11;
(iiie) the Purchaser Buyer shall repay, or cause to be repaidpay, on behalf of the Seller Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of any Funded Debt listed on Schedule 3.02(e), pursuant to payoff letters from the Seller's and its Subsidiary's Indebtedness secured by any holders of all such Funded Debt (the "Payoff Letters");
(f) Buyer shall pay on behalf of the Acquired Assets Company all Transaction Expenses that remain unpaid as of the Effective Time, in the amounts and to the Persons identified by the Representative prior to Closing;
(includingg) Buyer shall deliver the Representative Holdback to the Representative; and
(h) Buyer, without limitationMerger Sub, prepayment penalties the Company and premiumsthe Representative (on behalf of the Unitholders) shall make such other deliveries as are required by Section 3.03. Unless otherwise specified, all payments pursuant to this Section 3.02 shall be by wire transfer of immediately available funds as directed U.S. dollars to an account or accounts specified by the holders of such Indebtedness at recipient or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIRepresentative.
Appears in 1 contract
Closing Transactions. Subject to At the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------Closing:
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, Company shall convey all of the Purchased Assets to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills such appropriately executed instruments of sale, assignment of leases transfer, assignment, conveyance and contracts delivery, assignments, vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the PurchaserPurchaser of good and marketable title to the Purchased Assets (free and clear of all liens, charges, security interests, encumbrances and restrictions of whatever nature other than Permitted Liens), including documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar domestic or foreign office, department or agency;
(ii) the Purchaser shall deliver to the Seller such instruments Company an amount of assumption as are required cash (in order for immediately available funds) equal to (x) the Estimated Cash Portion minus (y) the Repaid Closing Date Excluded Indebtedness Amount, and the Purchaser to shall assume the Assumed LiabilitiesLiabilities by delivery of appropriate instruments to the Company;
(iii) the Purchaser shall repay, or cause deliver to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully Escrow Agent the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) Escrow Amount in cash by wire transfer of immediately available funds as directed to the account designated by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the ClosingEscrow Agent;
(iv) the Purchaser shall shall, on behalf of the Company, deliver to each Person to whom the Seller Company is obligated under the Direct Conveyance Property Purchase Price by wire transfer Repaid Closing Date Excluded Indebtedness an amount of cash (in immediately available funds;) equal to the portion of the Repaid Closing Date Excluded Indebtedness Amount owed by the Company to such Person; and
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary and the Purchaser, as applicable, each Party shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party Party under Article III.
Appears in 1 contract
Sources: Asset Purchase Agreement (Otis Spunkmeyer Holdings Inc)
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------:
(i) the Stockholders Seller shall cause the Seller execute and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to Purchaser a ▇▇▇▇ of sale for the Purchaser bills Purchased Assets to be sold by Seller hereunder, which ▇▇▇▇ of sale, assignment of leases sale shall provide that the sale and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory Purchased Assets is made pursuant to the PurchaserApproval Order on an "AS IS" and "WHERE IS" basis;
(ii) the Seller and Purchaser shall execute and deliver to the Seller such instruments one another an assignment and assumption agreement in respect of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repaydeliver the Purchase Price to Seller, or cause to be repaid, on behalf net of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance amount of the Seller's and its Subsidiary's Indebtedness secured Deposit (which Deposit shall be delivered by any ▇▇▇▇▇▇▇▇▇ to the following parties as follows: (A) $4,800,000 of the Acquired Assets Deposit to Seller at Closing; (includingB) $190,000 to Stema at Closing in payment of the termination fee; and (C) the actual amount of the Approved Stema Costs, without limitationup to $47,500, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders to Stema in payment of such Indebtedness at or prior Approved Stema Costs as and when same are finally determined (any remaining portion of the Deposit shall promptly thereafter be delivered by ▇▇▇▇▇▇▇▇▇ to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the ClosingPurchaser));
(iv) To the Purchaser extent not previously paid, Seller shall deliver pay or cause to be paid all obligations due and payable as of the Closing Date under or pursuant to the Seller Purchased Contracts, or shall permit Purchaser to deduct the Direct Conveyance Property amount any such unpaid past due obligations from the Purchase Price by wire transfer payable at the Closing; provided, that, other than the adjustments set forth in Section 3(a)(ii) above, Seller shall not be required to pay any obligations (whether or not accrued) under or pursuant to the Purchased Contracts which are not due and payable as of immediately available fundsthe Closing Date;
(v) the Seller and Purchaser shall execute and deliver to one another any specific assignments as may be required in respect of the Intermediary real property lease or any other contracts included in the Stipulated Exchange Price by wire transfer of immediately available funds;Purchased Assets; and
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary Seller and the Purchaser, as applicable, shall execute and deliver such additional agreements and documents as may be reasonably necessary to transfer the opinionsPurchased Assets from Seller to Purchaser, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIincluding assignments in forms suitable for filing, recording and/or registration ("Additional Agreements").
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "“Closing Transactions"”) on the Closing Date: --------------------
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary Sellers shall deliver to Buyer the Purchaser bills of salecertificates representing the Shares, assignment of leases duly endorsed for transfer or accompanied by duly executed stock powers with all requisite federal, state and contracts and all other instruments of conveyance which are necessary or desirable to effect local transfer of stamps affixed thereto; Buyer shall deposit the Direct Conveyance Property and Escrow Amount into escrow with the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory Escrow Agent pursuant to the Purchaser;
terms and conditions set forth in the Escrow Agreement attached hereto as Exhibit A (ii) the Purchaser “Escrow Agreement”); Buyer shall deliver to Sellers, allocated between the Seller such instruments of assumption Sellers in accordance with the Schedule 1.3(b)(iii) attached hereto, the Estimated Cash Purchase Price (as are required determined hereunder at the Closing and as reduced by the Escrow Amount) payable to Sellers in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed to an account designated by the holders of such Indebtedness Sellers to Buyer in writing at or least two (2) days prior to the ClosingClosing Date; the Company, Sellers and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary and the PurchaserBuyer, as applicable, shall deliver the respective opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party them under Article IIIII hereof; and Sellers shall deliver to Buyer all corporate books and records and other property of the Company in Sellers’ possession.
Appears in 1 contract
Closing Transactions. Subject On the terms and subject to the conditions set forth in -------------------- this AgreementAgreement and the Plan of Arrangement, the Parties shall consummate the following transactions shall occur:
(a) On the Closing Date and prior to the Prospector Continuance, Prospector shall cause the Prospector Shareholder Redemption, the Prospector Unit Separation, the Prospector Share Issuance, the Prospector Vesting Addition and the Prospector Share Conversion to occur, in such order and at such times, as agreed between the Parties and as under the Plan of Arrangement or the Prospector Board Approvals, as applicable.
(b) On the Closing Date, each of the Prospector Continuance, Prospector Amalgamation, the Amalco Share Redemption, the issuance of the Initial Investors Tranche B Notes and Additional Investors Notes, the Company Share Conversion, the Share Exchange and the Company Amalgamation shall occur, in such order, under the terms and subject to the conditions of the Plan of Arrangement and the Subscription Agreements, as applicable. The closing of the Transactions (the "Closing Transactions"“Closing”) shall take place electronically, on the Closing Date: --------------------
, in the sequence described above, by exchange of the closing deliverables by the means provided in Section 8.11 as promptly as reasonably practicable, but in no event later than the third (i3rd) Business Day following the Stockholders shall cause the Seller and the Intermediary, respectivelysatisfaction (or, to conveythe extent permitted by applicable Law, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all waiver) of the Acquired Assets, free and clear of all Liens conditions set forth in Article 6 (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which those conditions that by their nature are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness satisfied at or prior to the Closing, but subject to satisfaction or waiver of such conditions) (the date on which the Share Exchange occurs, the “Closing Date”) or at such other place, date and/or time as Prospector and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (Company may agree in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds; and
(vii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIwriting.
Appears in 1 contract
Sources: Business Combination Agreement (Prospector Capital Corp.)
Closing Transactions. Subject to the terms and conditions set forth in -------------------- this Agreement, the Parties shall parties hereto will consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------:
(a) the Company and the Merger Sub will each cause a duly executed copy of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger;
(b) the Purchaser will deliver or cause to be delivered to the Paying Agent an aggregate amount equal to the Estimated Closing Merger Consideration minus the Optionholders Closing Merger Consideration (for distribution by the Paying Agent to each Stockholder of the portion of the Estimated Closing Merger Consideration owed to such Stockholder pursuant to Section 1.03), which distributions will be made by the Paying Agent by wire transfer of immediately available funds to the Stockholders in the applicable amounts and in accordance with the applicable payment instructions set forth in the Payment Spreadsheet delivered by the Company pursuant to Section 2.03(a)(ii), but subject to each Stockholder satisfying all applicable conditions precedent to the receipt of such funds);
(c) the Purchaser will, as instructed by the Company, deliver or cause to be delivered to the Company by wire transfer of immediately available funds to the account(s) designated by the Company an aggregate amount equal to the Optionholders Closing Merger Consideration (for distribution by the Surviving Corporation to each Optionholder of the portion of the Optionholders Closing Merger Consideration owed to such Optionholder pursuant to Section 1.05(a), which distributions will be made by the Surviving Corporation pursuant to Section 1.05(b) by wire transfer of immediately available funds to the Optionholders in the applicable amounts and in accordance with the applicable payment instructions set forth in the Payment Spreadsheet delivered by the Company pursuant to Section 2.03(a)(ii), but subject to each Optionholder satisfying all applicable conditions precedent to the receipt of such funds);
(d) the Purchaser will deliver to the Escrow Agent for deposit into separate escrow accounts established pursuant to the terms of the Escrow Agreement (i) the Stockholders shall cause Indemnification Escrow Amount (the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances“Indemnification Escrow Account”), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the Purchaser;
(ii) the Purchaser shall deliver Change of Control Payment Amount (the “CIC Escrow Account”), which will be made by wire transfer of immediately available funds to the Seller such instruments of assumption as are required account(s) and in order for accordance with the Purchaser applicable payment instructions designated by the Escrow Agent and set forth on the Payment Spreadsheet delivered by the Company pursuant to assume the Assumed LiabilitiesSection 2.03(a)(ii);
(iiie) the Purchaser shall repaywill pay, or cause to be repaidpaid, on behalf of the Seller and its SubsidiariesCompany, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness for borrowed money identified on the Seller's and its Subsidiary's Indebtedness secured by any Schedule that is included in the calculation of the Acquired Assets (includingEstimated Closing Debt used to determine the Estimated Closing Merger Consideration, without limitation, prepayment penalties and premiums) which payments will be made by wire transfer of immediately available funds as directed by to the holders of such Indebtedness at or prior in the applicable amounts and in accordance with the applicable payment instructions set forth in the Payment Spreadsheet delivered by the Company pursuant to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the ClosingSection 2.03(a)(ii);
(ivf) the Purchaser shall deliver will deposit an amount equal to the Seller the Direct Conveyance Property Purchase Price Adjustment Escrow Amount into an escrow account (the “Purchase Price Adjustment Escrow Account”) established under the Escrow Agreement, which deposit will be made by wire transfer of immediately available fundsfunds to the account and in accordance with the applicable payment instructions designated by the Escrow Agent and set forth on the Payment Spreadsheet delivered by the Company pursuant to Section 2.03(a)(ii);
(vg) the Purchaser shall deliver will pay an amount equal to the Intermediary Representative Holdback Amount to the Stipulated Exchange Price Representative, which payment will be made by wire transfer of immediately available fundsfunds to the applicable account(s) and in accordance with the applicable payment instructions set forth in the Payment Spreadsheet delivered by the Company pursuant to Section 2.03(a)(ii);
(vih) the Purchaser will pay, on behalf of the Company, the Estimated Closing Transaction Expenses (other than the portion thereof that constitutes the Change of Control Payment Amount which shall deliver be paid into the CIC Escrow Account pursuant to Section 2.02(d)) to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) applicable payees thereof, which payments will be made by wire transfer of immediately available fundsfunds to such payees in the applicable amounts and in accordance with the applicable payment instructions set forth in the Payment Spreadsheet delivered by the Company pursuant to Section 2.03(a)(ii); and
(viii) the Seller, the Intermediary and the Purchaser, as applicablethe Merger Sub, shall deliver the opinions, certificates Company and other documents and instruments required to be delivered by or the Representative (on behalf of the Stockholders and Optionholders) will make such party under other deliveries as are required by Article III. For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, the failure of any Stockholder or Optionholder to satisfy any of the deliveries set forth in Section 1.04 or Section 1.05 will not affect the Purchaser’s obligations to deliver to any other Stockholder or Optionholder the portion of the Merger Consideration to which such other Stockholder or Optionholder is entitled at Closing or at any time after Closing.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Brooks Automation Inc)
Closing Transactions. (a) Subject to the terms and conditions of this Agreement, the transactions described in this Agreement shall be consummated (the “Closing”) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, 10:00 a.m. (local time), on the first business day following the date on which the conditions to the Closing set forth in Article 3 have been satisfied or waived, or at such other place, time or date as Seller and Purchaser may agree. The date of the Closing is referred to herein as the “Closing Date”.
(b) At the Closing, the Seller shall execute and deliver to the Purchaser the following agreements and instruments (collectively, the “Closing Documents”):
(i) an assignment of Assigned Trademark, in substantially the form attached hereto as Exhibit A (the “Trademark Assignment”);
(ii) an assignment of the ANDAs in substantially the form attached hereto as Exhibit B (the “Regulatory Assignment”);
(iii) a ▇▇▇▇ of sale, in substantially the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale” ) transferring ownership of the Inventory to Purchaser;
(iv) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), pursuant to which Seller assigns to Purchaser, Seller’s right, title and interest under the Assumed Contracts and Seller assumes Seller’s obligations thereunder;
(v) a transition services agreement, substantially in the form attached hereto as Exhibit E (the “Transition Services Agreement”), pursuant to which Seller shall provide to Purchaser certain services in connection with the Products until January 31, 2000.
(vi) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to Seller solely as to due incorporation, due authorization, execution, delivery and enforceability.
(vii) a certificate of an executive officer of Seller confirming the satisfaction of the conditions set forth in -------------------- Section 3.1;
(viii) a certificate of the Secretary or an Assistant Secretary of Seller certifying as to (A) Seller’s charter documents, (B) Seller’s good standing, (C) the resolutions in which Seller’s board of directors approved this Agreement, the Parties Closing Documents and the transactions contemplated hereby and thereby, and (D) the incumbency of Seller’s officers who execute any documents on behalf of Seller in connection with this Agreement;
(ix) the Release;
(x) a consent executed by Oread, Inc. consenting to the assignment by Seller to Purchaser of the Manufacturing Agreement; and
(xi) a release from PNC Bank, National Association and BankAmerica Business Credit Inc. substantially in the form of Exhibit F hereto and the related UCC-3s.
(c) At the Closing, the Purchaser shall consummate execute and/or deliver to the following transactions (the "Closing Transactions") on the Closing Date: --------------------Seller:
(i) the Stockholders shall cause the Seller and the Intermediaryby wire transfer to a bank designated by Seller, respectivelyin immediately available funds, to convey, and the Seller and the Intermediary, respectively, shall convey an amount equal to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the PurchaserPurchase Price;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed LiabilitiesTrademark Assignment;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the ClosingRegulatory Assignment;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer ▇▇▇▇ of immediately available fundsSale;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available fundsAssignment and Assumption Agreement;
(vi) the Transition Services Agreement;
(vii) a certificate of an executive officer of Purchaser shall deliver to confirming the Stockholders (in satisfaction of the manner set forth on the Schedule of Stockholders) the amount conditions set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds3.2; and
(viiviii) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to (A) Purchaser’s charter documents, (B) Purchaser’s good standing, (C) the Sellerresolutions in which Purchaser’s board of directors approved this Agreement, the Intermediary Closing Documents and the transactions contemplated hereby and thereby, and (D) the incumbency of Purchaser, as applicable, shall deliver the opinions, certificates and other ’s officers who execute any documents and instruments required to be delivered by or on behalf of such party under Article IIIPurchaser in connection with this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Medicis Pharmaceutical Corp)
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the The Parties shall consummate the -------------------- following transactions (the "Closing Transactions") on the Closing Date: --------------------
(i) the Stockholders shall cause the Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills an Assignment of salePartnership Interest in substantially the form of Exhibit B and shall --------- deliver to the Purchaser certificates representing the Acquired Shares owned by such Seller, assignment duly endorsed for transfer or accompanied by duly executed stock powers with all requisite state and federal transfer stamps affixed thereto;
(ii) Purchaser shall deliver to Seller the Cash Portion in immediately available funds;
(iii) Seller shall pay-off all of leases the Company's interest bearing Indebtedness for borrowed money as of the Closing Date in immediately available funds, as long as such Indebtedness was taken into account in determining Actual Net Equity, and contracts the Seller shall provide the Purchaser with appropriate pay-off letters and Lien releases with respect to such Indebtedness, to the extent reasonably available;
(iv) Purchaser shall deliver to the Shareholder the Non-compete Payment;
(v) Seller shall deliver copies of all other instruments of conveyance which written consents given by third parties that are necessary or desirable to effect required for the transfer of the Direct Conveyance Property Acquired Partnership Interests and Acquired Shares to the Purchaser, and the Exchange Property which together constitute all consummation of the Acquired Assetsother transactions contemplated hereby or that are required in order to prevent a breach of, all a default under, a termination or modification of, or any acceleration of, any obligations under any material contract to which the Company or any of which instruments its Subsidiaries is a party to the extent identified on the Contracts Schedule with an asterisk; ------------------
(vi) Seller shall deliver copies of the resignations of each of the Company's directors and officers effective as of the Closing Date;
(vii) Seller shall deliver a copy of the employment agreement entered into between the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employment ---------- Agreement"), substantially in the form of Exhibit C attached hereto, and --------- --------- the Employment Agreement shall be in full force and effect;
(viii) An opinion, dated as of the Closing Date, from ▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to the Company, the Seller and the Shareholder, shall be delivered substantially in the form of Exhibit D attached hereto; ---------
(ix) Seller shall deliver copies of revised Lease agreements, with respect to each facility from which the Company now conducts its business (and to the extent that either ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or his mother is the lessor of such facility) (the "Leases"), substantially in the form of Exhibit E ------ --------- attached hereto, and the Leases shall be in full force and effect;
(x) The Operating Company and Speed Shore shall have entered into a supply agreement (the "Supply Agreement") substantially in the form of ---------------- Exhibit F attached hereto. ---------
(xi) An opinion, dated as of the Closing Date, from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to the Purchaser, shall be delivered substantially in the form of Exhibit G attached hereto; ---------
(xii) Seller shall deliver copies of any written third party and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein;
(xiii) Seller shall deliver certified copies of the resolutions of the Company's partners approving the transactions contemplated by this Agreement;
(xiv) with respect to the Company and each of its Subsidiaries, Seller shall deliver certificates of the secretary of state of such company's jurisdiction of formation or incorporation;
(xv) Seller shall deliver landlord consents and estoppel certificates from the Company's and each of its Subsidiaries' landlords in form and substance reasonably satisfactory to the Purchaser;
(iixvi) the Purchaser shall deliver to certified copies of the Seller such instruments resolutions of assumption as are required in order for the Purchaser to assume Purchaser's board of directors approving the Assumed Liabilitiestransactions contemplated by this Agreement;
(iiixvii) Seller shall execute and deliver an Assignment of all of its right, title and interest in the Purchaser shall repay, or cause to be repaid, on behalf of the Seller service ▇▇▇▇ "The Underground Equipment Specialist" in form and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior substance satisfactory to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available fundsPurchaser; and
(viixviii) the Seller, the Intermediary and the Purchaser, as applicable, shall deliver the opinions, certificates and such other documents and or instruments required as the Purchaser or Seller may reasonably request to be delivered by or on behalf of such party under Article IIIeffect the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase Agreement (National Equipment Services Inc)
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on On the Closing Date: --------------------:
(i) the Stockholders The Seller shall deliver or cause the Seller to be delivered to SFX:
(A) such bills of sale, assignments or other instruments of transfer and the Intermediaryassignment, respectivelyin form and substance reasonably satisfactory to SFX, as shall be effective to convey, vest in SFX valid and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible marketable title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens Encumbrances (except for the lien, if any, of current taxes not yet due);
(B) the originals or copies of all contracts, leases and agreements to be assigned to SFX under this Agreement; and
(C) the certificates, agreements and other than Permitted Encumbrancesinstruments referred to in Section 5;
(D) Intentionally Omitted;
(E) a written opinion or opinions of counsel, dated the Closing Date, substantially in the form annexed hereto as Exhibit 3(e)(i)(E);
(F) a consent from the National Bank of Detroit, with respect to the transfer of the assets of the Seller to be transferred hereunder;
(G) estoppel certificates from the landlords and other parties, if any, listed on Schedule 3(e)(i)(G) and in the form required by the respective Leases (as hereinafter defined) with such landlords or other agreements entered into with such other parties, if any. Notwithstanding the foregoing, the Seller shall request each of the landlords under the Leases listed on such schedule to deliver an estoppel certificate in recordable form reasonably satisfactory to SFX, provided, however, the failure of any such landlord to deliver such an estoppel certificate in recordable form shall not give rise to any liability on the part of the Seller and the Intermediary failure to obtain the same shall not constitute a condition to the performance by SFX of its obligations under this Agreement; and
(H) an amendment to the Management and Booking Agreement in the form annexed hereto as Exhibit 3(e)(i)(H).
(ii) SFX shall deliver or cause to be delivered:
(A) the Purchase Price to the Purchaser bills of saleSeller as required under Section 3(c) and as adjusted pursuant to Section 3(f);
(B) instruments, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the PurchaserSeller, pursuant to which SFX shall assume the obligations and liabilities of Seller with respect to the Assets as required under Section 2;
(iiC) the Purchaser shall deliver certificates, agreements and other instruments to be delivered to the Seller such instruments of assumption as are required in order for the Purchaser referred to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iv) the Purchaser shall deliver to the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (in the manner set forth on the Schedule of Stockholders) the amount set forth in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds6; and
(viiD) a written opinion of counsel, dated as of the SellerClosing Date, substantially in the Intermediary and the Purchaser, form annexed hereto as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party under Article IIIExhibit 3(e)(ii)(D).
Appears in 1 contract
Closing Transactions. Subject to the conditions set forth in -------------------- this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: --------------------:
(i) the Stockholders shall cause the each Seller and the Intermediary, respectively, to convey, and the Seller and the Intermediary, respectively, shall convey to the Purchaser good and indefeasible title to the Direct Conveyance Property and the Exchange Property, respectively, thereby transferring good and indefeasible title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and the Seller and the Intermediary shall deliver to the Purchaser bills of salecertificates representing the Acquired Stock owned by such Seller, assignment of leases duly endorsed for transfer or accompanied by duly executed stock powers with all requisite state and contracts federal transfer stamps affixed thereto, and all other instruments of conveyance which are necessary with signatures guaranteed by a commercial bank or desirable to effect transfer by a member firm of the Direct Conveyance Property and the Exchange Property which together constitute all of the Acquired Assets, all of which instruments shall be in form and substance reasonably satisfactory to the PurchaserNew York Stock Exchange;
(ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities;
(iii) the Purchaser shall repay, or cause to be repaid, on behalf of the Seller Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the SellerCompany's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, and the Seller Representative shall deliver to Purchaser all appropriate payoff letters and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes at the Closing;
(iviii) the Purchaser shall deliver to Sellers the Seller the Direct Conveyance Property Purchase Price by wire transfer of immediately available funds;
(v) the Purchaser shall deliver to the Intermediary the Stipulated Exchange Price by wire transfer of immediately available funds;
(vi) the Purchaser shall deliver to the Stockholders (Cash Portion in the manner set forth on the Schedule of Stockholders) the amount set forth Stockholders in Section ------------------------ 9.9
(a) by wire transfer of immediately available funds;
(iv) the Purchaser shall deposit $8,000,000 in an escrow account governed by the escrow agreement referred to in section 3.1(h),
(v) the Purchaser shall deliver the Note to the Representative; and
(viivi) the SellerCompany, the Intermediary Sellers and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of such party Party under Article III.
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Sources: Stock Purchase Agreement (National Equipment Services Inc)