Purchaser’s Closing Deliveries. On or prior to the Closing Date, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the following: (a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement. (b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto. (c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer; (d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer; (e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i) (f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH. (g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease. (h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses. (i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price. (j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Davco Industries Inc), Asset Purchase Agreement (Aris Industries Inc)
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the Purchaser shall deliver, and deliver or cause to be delivered to the Seller Vendors (or the Shareholders shall have receivedas otherwise indicated below), the following:
(a1) Appropriate evidence the payment referred to in Section 3.2(2), which shall be made to the Monitor;
(2) the payment of all necessary corporate action Transfer Taxes (if any) required to be paid on Closing, which shall be made to the Monitor;
(3) the payment of all Cure Costs payable by the Purchaser hereunder shall be made to the Monitor;
(4) with respect to each Assigned Contract with respect to which a consent to assignment has been obtained, a full and final release, in form and substance satisfactory to the Aris in connection with the transactions contemplated herebyVendors, includingacting reasonably, without limitation, certified copies of resolutions duly adopted by the Board applicable counterparty in favour of Directors the applicable Vendor(s) of (i) all amounts to be paid to remedy all of the monetary defaults in relation to such Assigned Contract, and (ii) all amounts accruing and owing but not yet payable or due by such Vendor(s) under or pursuant to such Assigned Contract;
(5) the sole shareholder General Conveyance, duly executed by the Purchaser;
(6) the Assignment and Assumption Agreement, duly executed by the Purchaser;
(7) the Access Agreement, duly executed by the Purchaser;
(8) a bring-down certificate executed by a senior officer of the Purchaser and the Board of Directors dated as of the Aris approving Closing Date, in form and substance satisfactory to the transactions contemplated byVendors, acting reasonably, certifying that (i) all of the representations and warranties of the Purchaser hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a date specified therein, as of such date, and authorizing (ii) all of the execution, delivery terms and performance conditions set out in this Agreement to be complied with or performed by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as at or prior to the incumbency of officers of Closing have been complied with or performed by the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transferall material respects;
(d9) Payment a bring-down certificate executed by a senior officer of the Shareholder Loans due from Seller Parent dated as of the Closing Date, in form and substance satisfactory to Shareholdersthe Vendors, up to acting reasonably, certifying that (i) all of the representations and warranties of the Parent hereunder remain true and correct in all material respects as of the Closing Date as if made on and as of such date or, if made as of a maximum of $785,417date specified therein, as stated on of such date, and (ii) all of the March 31, 1997 Balance Sheet, terms and conditions set out in this Agreement to be complied with or performed by bank the Parent at or certified check prior to Closing have been complied with or performed by wire transferthe Parent in all material respects;
(e10) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described if applicable, the documents or elections referred to in Section 3(a)(i3.6(1);
(f11) A the Deed(s) of Sale, duly executed Shareholder's Employment Agreement between by the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Purchaser;
(g12) A the Mining Rights Transfer(s), duly executed Assignment of Lease in by the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.Purchaser; and
(h13) A duly executed Assignment such other agreements, documents and instruments and Deeds of Trademark License Sale as may be reasonably required by the Vendors to complete the transactions provided for in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery or as are required to be delivered by the Purchaser or the Purchaser’s counsel under this Agreement, all of which shall be in form and substance satisfactory to the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase PriceParties, acting reasonably.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 2 contracts
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the Purchaser shall deliver, and the Seller deliver or the Shareholders shall have received, cause to be delivered the following:
(a) Appropriate evidence a share certificate issued in the name of all necessary corporate action by the Vendor, representing 2,500,000 Purchaser Shares;
(b) a share certificate issued in the name of the Vendor, representing 2,500,000 Purchaser Shares, which certificate shall bear the legend set forth in Section 2.4;
(c) a warrant certificate issued in the name of the Vendor, or as it directs, representing the Purchaser and Warrants to be issued to the Aris Vendor, in connection with substantially the transactions contemplated hereby, including, without limitation, form set forth in Exhibit “A” hereto;
(d) certified copies of the resolutions duly adopted by the Board board of Directors and the sole shareholder directors of the Purchaser and the Board of Directors dated as of the Aris Closing Date from a senior officer of the Purchaser approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, the transactions contemplated hereby and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transferthereby;
(e) Delivery a duly executed copy of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)the Purchaser Disclosure Statement;
(f) A duly executed Shareholder's Employment Agreement between if applicable, evidence in form satisfactory to the Shareholders Vendor, acting reasonably, that all Regulatory Approvals, Consents, Orders and authorizations required to be obtained by the Purchaser for the Closing set forth in Schedule 3.2(4) of the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Purchaser Disclosure Statement have been obtained;
(g) A duly executed Assignment of Lease in a certificate, dated the form of Exhibit 5.11 attached hereto for each Closing Date, and signed on behalf of the Showroom Lease Purchaser, but without personal liability, by the Chief Executive Officer or the Chief Financial Officer of the Purchaser, or such other officer of the Purchaser as may be reasonably acceptable to the Purchaser, certifying that: (i) the Purchaser has complied with all covenants and satisfied all terms and conditions hereof to be complied with and satisfied by the Warehouse Lease.Purchaser at or prior to the Closing Time; and (ii) all the representations and warranties of the Purchaser contained herein are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time; and
(h) A duly executed Assignment of Trademark License all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery all of which shall be in form and substance satisfactory to the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase PriceVendor, acting reasonably.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 2 contracts
Sources: Share Purchase Agreement (NovaCopper Inc.), Share Purchase Agreement
Purchaser’s Closing Deliveries. On At the Closing, Purchaser shall execute and deliver to Sellers or prior Escrowee (or, as applicable, to a particular Seller with respect to the Closing Date, the Purchaser shall deliver, and the applicable Property owned by such Seller or the Shareholders shall have receivedto Class A Holders), the following:
4.3.1 the funds required pursuant to Section 2.2 above to be delivered by Purchaser at the Closing;
4.3.2 a counterpart original of the Closing Statement referenced in Section 4.2.9 above;
4.3.3 a counterpart original of each Ground Lease Assignment, referenced in Section 4.2.2 above;
4.3.4 a counterpart original of the Assignment and Assumption of Leases, Security Deposits, Advance Booking Deposits, Guest Ledger Accounts and Service Contracts, in the form attached hereto as Exhibit J, referenced in Section 4.2.5 above;
4.3.5 a counterpart original of the Assignment and Assumption of Intangibles, in the form attached hereto as Exhibit K, referenced in Section 4.2.6 above;
4.3.6 such customary evidence of Purchaser’s power and authority as Title Insurer may reasonably require;
4.3.7 subject to the provisions of Sections 7.3, 8.2.2(a) and 9.5, a certificate remaking Purchaser’s representations and warranties as if made on the Closing Date;
4.3.8 (a) Appropriate evidence the Purchaser Holdco Operating Agreement and each other agreement contemplated therein to be executed on the Effective Date (e.g. the Bad Boy Guaranty, Mandatory Redemption Guaranty, Environmental Indemnity and Cash Management Agreement, in the applicable form attached hereto as one of Exhibits E-2 through E-5) duly executed by American Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership (“Purchaser Parent”), American Realty Capital Hospitality Trust, Inc., a Maryland corporation (“Purchaser REIT”), each Indemnitor, Purchaser, the Special Members (as such term is defined in the Purchaser Holdco Operating Agreement) and/or Cash Management Bank (as such term is defined in the Cash Management Agreement), as applicable, and (b) the Supplemental Agreement duly executed by each of Purchaser, Purchaser Parent, Purchaser REIT and each Indemnitor;
4.3.9 to the extent applicable, original counterparts of each document executed by Purchaser or its affiliates with respect to the Debt Assumption, and copies of all necessary corporate action by the Purchaser and the Aris documents executed in connection with indebtedness encumbering any of the transactions contemplated herebyReal Properties at Closing, including any “mezzanine loans”, to the extent not already in Sellers’ possession;
4.3.10 to the extent applicable, documentation required by any issuing party of a tenant letter of credit necessary to assign such letters of credit to Purchaser;
4.3.11 evidence reasonably satisfactory to Sellers that each of the Seller Closing Conditions in Section 8.2.2(d) have been satisfied;
4.3.12 a certificate of good standing of Purchaser Holdco issued by the Secretary of State of the State of Delaware;
4.3.13 an original certificate signed by an authorized senior officer of Purchaser REIT authorizing Purchaser REIT, Purchaser Parent and Purchaser to execute and deliver this Agreement and each and every document listed in this Section 4.3 (other than the Purchaser Holdco Operating Agreement), as applicable;
4.3.14 an original certificate signed by an authorized senior officer of Purchaser Parent or Purchaser REIT, as applicable, attaching a true, complete and correct copy of the resolutions of Purchaser Parent or Purchaser REIT, as applicable, authorizing the execution by American Realty Capital Hospitality Member LLC of the Purchaser Holdco Operating Agreement, and true, complete and correct copies of its organization and formation documents (including of any subsidiary that owns an interest in Purchaser);
4.3.15 a legal opinion or legal opinions from outside counsel, addressed to Class A Member (as defined in the Purchaser Holdco Operating Agreement), in form and substance reasonably acceptable to Sellers as to such matters relating to the Purchaser Holdco Operating Agreement, the Supplemental Agreement, Purchaser Parent, Purchaser REIT, Indemnitors, American Realty Capital Hospitality Member LLC and/or Purchaser Holdco reasonably requested by Sellers (including, without limitation, certified copies due authorization, formation, execution, and delivery, enforceability, no violation of resolutions duly adopted organizational documents, regulatory consents and approvals, choice of law, existence, valid issuance, admission, no further payments, no personal liability, bankruptcy remoteness and non-consolidation, provided that any non-consolidation opinion shall be deemed approved by Sellers if it is in the same form as the non-consolidation opinion approved by Lender;
4.3.16 completed and executed transfer tax forms and all other instruments as are customarily executed by purchasers in the states where the Property is located to effectuate the conveyance of property similar to the Property and, subject to Section 4.6, as are reasonably acceptable to Seller;
4.3.17 customary evidence that (i) the “Special Members” contemplated by the Board of Directors Purchaser Holdco Operating Agreement have been duly appointed and meet the sole shareholder requirements of the Purchaser and Holdco Operating Agreement, (ii) the Board of Directors of Cash Management Bank under the Aris approving Cash Management Agreement is an “Eligible Institution” (as such term is defined in the transactions contemplated byCash Management Agreement), and authorizing (iii) that Purchaser has taken (or caused to be taken) all other actions necessary to effectuate the execution, delivery and performance terms contemplated by the Purchaser (and where applicable, Aris) Holdco Operating Agreement to be in place as of this Agreement and all writings executed in connection herewith, and a certificate as the Closing Date; and
4.3.18 to the incumbency of officers extent not satisfied by Purchaser’s delivery pursuant to Section 4.3.4, additional documentation reasonably satisfactory to Sellers and Purchaser evidencing that each of the Television & Internet Service Contracts are being assumed by Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of to the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CHextent such Television & Internet Service Contracts are assignable.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 2 contracts
Sources: Real Estate Sale Agreement (W2007 Grace Acquisition I Inc), Real Estate Sale Agreement (American Realty Capital Hospitality Trust, Inc.)
Purchaser’s Closing Deliveries. On Upon the items referred to in Section 1.04(a) being available for inspection and ready for delivery, Purchaser shall deliver (or prior cause to be delivered) to the Sellers:
(i) payment, by wire transfer to a bank account or bank accounts designated in writing by the Sellers (such designation to be made at least two Business Days before the Closing Date), of immediately available funds in an amount equal to the difference between (x) the Purchase Price and (y) the sum of the Escrowed Funds to be paid to the Sellers at Closing pursuant to Section 9.07 (Release from Escrow);
(ii) executed counterparts of each of the following executed by Purchaser shall deliver(or, to the extent specified, CWCAM):
(A) each Assignment and Assumption Agreement, and the Seller or the Shareholders shall have received, the following:
(a) Appropriate evidence such other instruments of all necessary corporate action assumption as may be reasonably requested by the Purchaser and the Aris Sellers in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors Transferred Assets;
(B) each Amended and the sole shareholder Restated CMA;
(C) an amended and restated special servicing agreement (“CWCAM Special Servicing Agreement”) effective as of the Purchaser and the Board of Directors Closing Date providing for CWCAM to be special servicer in respect of the Aris approving CDO Issuer Assets referred to therein, in a form consistent with obtaining Rating Agency Confirmation in respect of the transactions contemplated by, and authorizing appointment of CWCAM as the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate special servicer as may be reasonably acceptable to the incumbency parties to such agreement and which does not necessitate the obtaining of officers any consent of the Purchaser “Secured Parties” pursuant to Section 14 of the Special Servicing Agreement;
(D) the CDO Issuer 2006 and CDO Issuer 2007 CMA Waiver Letter;
(E) the Aris executing any instrument or other document in connection with this letter listed on Schedule 1.04(b);
(F) the Escrow Agreement;
(G) the CDO Issuers Letter Agreement;
(H) the Servicing Subordination Agreement; and
(I) the Advancing Agent Appointment Letter.
(biii) An opinion in accordance with Section 1.01(g), either (A) executed counterparts of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth a supplemental indenture in Exhibit 15.1 hereto.
(c) Payment respect of each of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, CDO Indentures executed by bank or certified check or by wire transfer;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in substantially the form of Exhibit 7.2 attached hereto M except for SA any changes required by (x) the Rating Agencies in connection with the provision of Rating Agency Confirmation or (y) any CDO Issuer party thereto and reasonably acceptable to the other parties thereto, which supplemental indentures shall permit each CDO Issuer to form and own Subsidiaries (each, a “Supplemental Indenture”) or (B) solely at Purchaser’s discretion, with notice to the Sellers at least three (3) Business Days prior to Closing, documents evidencing alternative transfer arrangements reasonably satisfactory to Purchaser (collectively, “Alternative REO Transfer Documents”), which documents shall permit the holding of the CDO REO Holdco Interests by one or more alternative special purpose vehicles (“Alternative REO Vehicles”) as nominee for the benefit of the applicable CDO Issuers, in each case, solely for the purpose of holding title to the REO Property (as defined herein) and any other real property and interests in real property that from time to time may be acquired by the applicable CDO Issuer;
(iv) an opinion of legal counsel to CWCAM addressing certain matters relating to the CWCAM Special Servicing Agreement required to be addressed under Section 5 of the Special Servicing Agreement in respect of CWCAM;
(v) an opinion of legal counsel to Purchaser addressed to the Trustee, as to such matters that the Trustee reasonably requests and is entitled to request in such an opinion from the CDO Issuers pursuant to Section 8.3 of each of the CDO Indentures in connection with the execution by the Trustee of each Supplemental Indenture (excluding any tax matters on which an opinion is required pursuant to the Supplemental Indenture), in the form satisfactory to the applicable Trustee and the Rating Agencies; provided that such opinion may expressly rely upon, and is subject to the receipt by Purchaser of, the opinion of Exhibit 7.3 attached hereto for CH.legal counsel to the Sellers described in Sections 1.04(a)(ix) and (x);
(gvi) A duly executed Assignment an opinion of Lease legal counsel to Purchaser addressing such other matters relating to Purchaser as may be required to be addressed under the CDO Agreements by the terms thereof in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation respect of Purchaser, Aris, except to the extent covered by the opinions in Sections 1.04(b)(iv) and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect (v);
(vii) executed counterparts by Purchaser of the Actual Final Cash Purchase Price documents referred to in Section 1.04(d) required to be delivered by Purchaser and advances thereofits Affiliates, repayment to be held in escrow;
(viii) a certificate of the Shareholder Loanssecretary of Purchaser as to corporate and incumbency matters, assumption of in form and substance reasonably acceptable to the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.Sellers; and
(jix) A letter from Purchaser acknowledging certain sales activities of Sellerthe other documents required to be delivered by it pursuant to Article VI (Conditions Precedent).
Appears in 1 contract
Sources: Sale and Purchase Agreement (Gramercy Capital Corp)
Purchaser’s Closing Deliveries. On or prior Purchaser shall deliver the following to the Closing DateEscrow Agent for Closing, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the followingin compliance with Section 2.3 hereof:
(a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as With respect to the incumbency Property:
(i) Purchaser’s duly executed counterpart to a B▇▇▇ of officers Sale and Assignment of Leases, Contracts and General Intangibles (the Purchaser “B▇▇▇ of Sale and Assignment”) for the Aris executing any instrument or other document Property, in connection substantially the form of Exhibit A attached hereto;
(ii) Intentionally Deleted;
(iii) Purchaser’s duly executed counterpart to a Prohibition Against Condominium Conversion Agreement for the Property (the “Condominium Conversion Prohibition Agreement”), in substantially the form of Exhibit C attached hereto;
(iv) New Property Manager’s duly executed counterpart of a Termination Agreement with this Agreementregards to the New Property Management Agreement (the “PMA Termination”); and
(v) Purchaser’s duly executed counterpart to the Closing Statement.
(b) An opinion With respect to the transactions contemplated hereunder:
(i) The Purchase Price as specified in Section 2.2, as adjusted by the application of ▇the E▇▇▇▇▇▇ LLPMoney, ▇▇▇▇▇▇▇▇▇and by the adjustments, counsel for the Purchaser prorations and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfercredits provided herein;
(dii) Payment to the extent that same are required to be executed by Purchaser under Applicable Law, all transfer tax returns or forms required for the conveyance of the Shareholder Loans due from Seller to ShareholdersProperty, up to a maximum of $785,417in each case, as stated on the March 31, 1997 Balance Sheet, prepared by bank or certified check or Seller in coordination with and reasonably acceptable to Purchaser and duly executed by wire transferPurchaser;
(eiii) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock such evidence as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and Title Company may reasonably require as to the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each authority of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation Person or Persons executing documents on behalf of Purchaser, Aris, and ECI having obtained as to the legal existence and implemented financing arrangements to enable payment to Seller good standing of all amounts in respect Purchaser;
(iv) a certificate dated as of the Actual Final Cash Purchase Price Closing Date and advances thereofduly executed by Purchaser, repayment stating that the representations and warranties of Purchaser contained in Article 4 of this Agreement are true and correct in all material respects as of the Shareholder LoansClosing Date; and
(v) such additional documents as shall be reasonably requested by the Escrow Agent or the Title Company to consummate the transaction contemplated by this Agreement; provided, assumption of however, that in no event shall Purchaser be required to indemnify the Assumed Liabilities as well as implementing Title Company, the Escrow Agent, Seller, or any other funding requirements of party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, including delivery of the Standby Letter of Credit with respect unless Purchaser elects to payment of the Actual Final Cash Purchase Pricedo so in its sole discretion.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Purchaser’s Closing Deliveries. On or prior At the Closing and subject to the Closing Dateterms and conditions contained in this Agreement, Purchasers shall pay the Purchaser Purchase Price for the Shares and also shall deliverdeliver or cause to be delivered to Shareholders (or, and as to the Seller or amounts called for by Section 1.2.1.3, to the Shareholders shall have received, Hacienda on behalf of the Shareholders) the following:
(a) Appropriate evidence of all necessary corporate action by 6.3.1 The Closing Payments in the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder amount of the Purchaser Purchase Price paid in accordance with Section 1.2.1 and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreementits subsections.
(b) An opinion of 6.3.2 Documents called for by Section 5.1.
6.3.3 Purchasers' written acknowledgement that THIS AGREEMENT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE PARTIES. PURCHASERS ACKNOWLEDGE BEING GIVEN FULL AND FAIR OPPORTUNITY TO CONDUCT DUE DILIGENCE DURING THE INSPECTION PERIOD TO DETERMINE THE FEASIBILITY OF THIS PURCHASE. THE PURCHASE PRICE WAS BARGAINED FOR ON THE BASIS OF SHAREHOLDERS DELIVERING THEIR RESPECTIVE SHARES IN THE COMPANY "AS IS, WHERE IS", AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. SHAREHOLDERS MAKE NO WARRANTIES OF THE CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPANY OR THE SHARES TRANSFERRED HEREBY OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. ALL REPRESENTATIONS AND WARRANTIES, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ARE DISCLAIMED.
6.3.4 The Notes, as called for by Section 1.2.1.4, duly executed by Servicios.
6.3.5 First Cash's written confirmation that the Mutual Release includes all claims that it has, or could have had, against the Shareholders, the Company and ▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for through the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment end of the advance against Closing Date, all on the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, same terms as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CHMutual Release.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Stock Purchase Agreement (First Cash Financial Services Inc)
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the TheMaven and Purchaser shall deliver, and the Seller or the Shareholders shall have received, deliver the following:
(a) Appropriate evidence To Seller, the ▇▇▇▇ of all necessary corporate action Sale, duly executed by the Purchaser and the Aris any Further Transfer Document, duly executed by Purchaser, as Seller may reasonably request and as may be necessary to vest in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder Purchaser title to all of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated byTransferred Assets as herein provided, in each case subject to no Encumbrances except for Continuing Encumbrances, and authorizing for Purchaser to assume the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate Assumed Liabilities as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.herein provided;
(b) An opinion of ▇▇▇▇▇▇▇ LLPTo Seller, ▇▇▇▇▇▇▇▇▇the Assignment and Assumption Agreement, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.duly executed by Purchaser;
(c) Payment of To Seller, the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the ClosingIP Assignment Agreement, duly executed by bank or certified check or by wire transferPurchaser;
(d) Payment of To Seller, the Shareholder Loans due from Seller to ShareholdersSecurity Agreement, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, duly executed by bank or certified check or by wire transferPurchase and TheMaven;
(e) Delivery To Seller, solely to the extent that, as of stock certificates immediately prior to the Closing, there remains any outstanding indebtedness for 3,000,000 shares borrowed money of Aris Common Stock Purchaser and/or TheMaven, as described applicable, in Section 3(a)(i)favor of L2, the Intercreditor Agreement, duly executed by L2;
(f) A duly executed Shareholder's Employment Agreement between To the Shareholders and extent not previously paid, to the Purchaser in Auditors, the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Auditor’s Fees;
(g) A duly executed Assignment of Lease in To Seller, the form of Exhibit 5.11 attached hereto for each of Initial Cash Consideration, the Showroom Lease and Promissory Note and, subject to Section 1.3(b), the Warehouse Lease.Closing Shares issuable to Seller;
(h) A duly executed Assignment To Say What, the Closing Shares issuable to Say What and, on the terms and subject to the conditions set forth in Section 1.3(a)(i)(5), the convertible preferred securities of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.TheMaven contemplated by Section 1.3(a)(i)(5);
(i) Documentation To each Continuing Service Provider, the number of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of Continuing Employee Service Awards set forth opposite such Continuing Service Provider’s name on the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.Continuing Employee Service Awards Allocation Schedule;
(j) A letter from Purchaser acknowledging certain sales activities To Seller’s legal advisors on behalf of Seller, the Legal Fees Reimbursement;
(k) To each Continuing Service Provider, Employment Letters and/or Service Provider Agreements, as applicable, for such Continuing Service Provider, duly executed by Purchaser; and
(l) To Seller, Lock-Up Agreements with respect to the Closing Shares, duly executed by TheMaven;
(m) To Seller, The Sallyport Consent; and
(n) all such other certificates, instruments, agreements and other documents described or otherwise referred to in Section 2.2 and Section 2.3 hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement
Purchaser’s Closing Deliveries. On or Except as otherwise provided below, on the business day prior to each Closing Date, Purchaser shall deposit with the Escrowee for delivery to Purchaser on the Closing Date each of the following (duly executed by Purchaser, if applicable), with respect to all Projects and Venture Companies that are the subject of said Closing, provided that the documents described in Sections 6.02(b)(iv), (ix) and (x) shall be delivered at the time of the first Closing to occur:
(i) the Cash Balance, which shall be deposited with the Escrowee on the Closing Date, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the following:;
(aii) Appropriate Two (2) counterparts of an Assignment of Partnership Interests with respect to each of the Venture Companies that is a limited partnership;
(iii) Two (2) counterparts of an Assignment of Membership Interests, with respect to each Venture Company that is a limited liability company;
(iv) Two (2) counterparts of the Master Agreement Termination;
(v) Such filings, in the appropriate public records, as may be appropriate to evidence the change in composition of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, Venture Companies (including, without limitation, certified copies amendments to partnership certificates, certificates of resolutions duly adopted by the Board existence for limited liability companies);
(vi) A certificate updating Purchaser's representations and warranties under Section 4.02;
(vii) Evidence of Directors Purchaser's authority (and the sole shareholder authority of each of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLPInterest Holders) to consummate the transactions contemplated herein, in a form reasonably satisfactory to Seller;
(viii) Such assignment and assumption documents relating to the loan documents as reasonably requested by Purchaser or Seller consistent with Section 5.04; provided, however, that such documents shall not impose any greater obligations on Seller or take away any rights from Seller then provided under this Agreement;
(ix) Two (2) counterparts of the applicable Kan Am Assumption Agreement, as and when required pursuant to Sections 3.03(b) or 3.03(c), as the case may be;
(x) Two (2) counterparts of the Houston/Interfin Modification Documents;
(xi) An assignment from ▇▇▇▇▇ Texas Acquisitions Limited Partnership to Simon Property Group (Texas), L.P., of a 50% membership interest in Houston Development, L.L.C.
(xii) Two (2) counterparts of a Non-Compete Agreement for each Project with respect to which a Closing is then occurring; and
(xiii) The original Simon Loan Releases and the original ▇▇▇▇▇ ▇▇▇ Am Releases, counsel for together with photocopies of the Purchaser Lender Consents and the Aris to the effect set forth in Exhibit 15.1 heretoKan Am Consents.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the Purchaser shall deliver, deliver or cause to be delivered to the Vendor the following documents and the Seller or the Shareholders shall have received, the followingpayments:
(a) Appropriate evidence a certificate of all necessary corporate action by status or its equivalent under the laws of the jurisdiction of its incorporation with respect to the Purchaser and the Aris in connection with Guarantor;
(b) a certificate of the transactions contemplated hereby, including, without limitation, certified copies President or other senior officer of resolutions duly adopted by the Board of Directors and the sole shareholder each of the Purchaser and the Board of Directors Guarantor certifying:
(i) the corporate status of the Aris approving Purchaser or the transactions contemplated byGuarantor, and as applicable;
(ii) the resolutions of the management, board and/or (if required by Applicable Law) equity holder(s) of the Purchaser or the Guarantor, as applicable, authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and of all writings executed in connection herewithcontracts, agreements, instruments, certificates and a certificate other documents required by this Agreement to be delivered by the Purchaser or the Guarantor, as to applicable; and
(iii) the incumbency and signatures of the officers of the Purchaser or the Guarantor, as applicable, executing this Agreement and the Aris executing any instrument or other document in connection with relating to the transactions contemplated by this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.;
(c) Payment a bring-down certificate of the advance against President or other senior officer of the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at Purchaser dated as of the Closing, by bank or certified check or by wire transferClosing Date;
(d) Payment of the Shareholder Loans due from Seller payment referred to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transferin Section 2.2(a);
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)the Promissory Notes, duly executed by the Purchaser;
(f) A duly executed Shareholder's Employment Agreement between the Shareholders Teck Waiver and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Acknowledgement;
(g) A duly executed Assignment of Lease in documentation satisfactory to the form of Exhibit 5.11 attached hereto for each Vendor evidencing satisfaction of the Showroom Lease conditions in Section 5.3(5); and the Warehouse LeaseCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
(h) A duly executed Assignment of Trademark License all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery all of which shall be in form and substance satisfactory to the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase PriceVendor, acting reasonably.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Purchaser’s Closing Deliveries. On At the Closing, Purchaser, at its sole cost and expense, shall deliver or prior cause to be delivered the Closing Date, the Purchaser shall deliver, and the following items to Seller or the Shareholders shall have received, the following:to Escrow Agent (as applicable):
(a) Appropriate evidence the Balance by Federal Reserve wire transfer of all necessary corporate action by the Purchaser and the Aris immediately available funds in connection accordance with the transactions contemplated hereby, including, without limitation, certified copies timing and other requirements of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated bySection 3.2, and authorizing the execution, delivery Purchaser’s written authorization and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as direction to the incumbency of officers of Escrow Agent to disburse the Purchaser and the Aris executing any instrument Down Payment to or other document in connection with this Agreement.as directed by Seller, as required by Section 3.2;
(b) An opinion of ▇▇▇▇▇▇▇ LLPNew York State Real Estate Transfer Tax Return (TP-584), ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.duly executed by Purchaser;
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof New York City Real Property Transfer Tax Return ($500,000) due at the ClosingNYC-RPT), duly executed and acknowledged by bank or certified check or by wire transferPurchaser;
(d) Payment evidence reasonably satisfactory to Seller that the Person executing the Closing documents on behalf of the Shareholder Loans due from Seller Purchaser has full right, power, and authority to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transferdo so;
(e) Delivery a certificate, from Purchaser, restating on and as of stock certificates for 3,000,000 shares the Closing Date the accuracy of Aris Common Stock as described the representations made by Purchaser in Section 3(a)(i)8.2;
(f) A the LLC Agreement, duly executed Shareholder's Employment by Purchaser;
(g) a Contribution, Reimbursement and Indemnity Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA F with respect to each guarantee and environmental indemnity contemplated by Section 7.3(d) (the “Contribution and Indemnity Agreement”), duly executed by each Guarantor;
(h) a property management agreement in the form of Exhibit 7.3 attached hereto for CH.
G (gsubject to changes requested by any Refinancing Source, to be accepted or denied in Purchaser’s commercially reasonable discretion) A relating to the management of the Property (the “New Property Management and Leasing Agreement”), duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.by WWP MANAGER JV LLC, a Delaware limited liability company; and
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements such other documents as are reasonably required by the Title Company or required by law to enable payment to Seller of all amounts in respect effect the consummation of the Actual Final Cash Purchase Price and advances thereof, repayment of transactions which are the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements subject of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (New York REIT, Inc.)
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the followingshall:
(ai) Appropriate evidence pay to Seller the Closing Cash Consideration by wire transfer in immediately available funds to the account(s) specified in writing by Seller;
(ii) deposit the Indemnity Escrow Amount and the Earnout Escrow Amount with the Escrow Agent;
(iii) deliver to Seller original stock certificates evidencing the Parent Shares;
(iv) pay the amount of all necessary corporate action Indebtedness for Borrowed Money from the Transaction Consideration as provided in the Payoff Letters;
(v) pay the Seller Transaction Expenses from the Transaction Consideration as provided in the Closing Payoff Certificate;
(vi) pay the Change of Control Payments as provided in the Closing Payoff Certificate;
(vii) deliver to Seller the ▇▇▇▇ of Sale duly executed by Purchaser;
(viii) deliver to Seller a certificate of an officer of Purchaser dated the Purchaser and Closing Date certifying to (A) Purchaser’s Governing Documents, (B) the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies adoption of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated byby the Transaction Documents and appointing each Shareholder as an officer of Purchaser, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, ArisC) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of the officers signing the Transaction Documents on behalf of Purchaser (together with their specimen signatures);
(ix) deliver to Seller a good standing certificate, as of a recent date, for Purchaser certified by the Secretary of State of Florida;
(x) deliver to Seller the Transition Services Agreement executed by Purchaser;
(xi) deliver to Seller the Executive Employment Agreements, each duly executed by Purchaser and Parent;
(xii) deliver to Seller a Florida resale certificate for the inventory; and
(xiii) the Escrow Agreement executed by Purchaser and the Aris executing any instrument or other document in connection with this Agreementescrow agent.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or prior to before the Closing Date, the Purchaser Purchasers shall deliverexecute and acknowledge, where appropriate, and deliver the following instruments, documents and/or other items to the Seller or (except as provided in clause (ii) below) at the Shareholders shall have received, the followingClosing:
(a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.
(ci) Payment of the advance against Estimated NAV less the Actual Final Cash Purchase Price set forth Escrowed Deposit (which shall be applied as provided in Section 3(b)(i) hereof ($500,000) due at the Closing2.5), by bank or certified check or by wire transferpursuant to this Agreement;
(dii) Payment of the Shareholder Loans Bank Payoff Amount due from Seller pursuant to Shareholdersthis Agreement and delivery of evidence (e.g., up to a maximum SWIFT confirmation) of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfertransfer thereof;
(eiii) Delivery The duly executed Assignments of stock certificates LLC Interests in respect of all of the LLC Interests and a duly executed First Amendment to Limited Liability Company Agreement for 3,000,000 shares of Aris Common Stock each LLC Agreement, each as described referred to in Section 3(a)(i)3.1(c)(i) above;
(fiv) Evidence of authority (including customary officer’s certificates relating to organizational documents, incumbency and authorizing resolutions), good standing (if applicable) and due authorization of Purchaser to enter into the transaction contemplated hereby and to perform all of its respective obligations hereunder, including the execution and delivery of all the closing documents required by this Agreement; 20
(v) A duly executed Shareholder's Employment Agreement between closing certificate (the Shareholders “Purchasers’ Closing Certificate”) substantially in the form attached hereto as Exhibit O-2 dated as of the Closing Date certifying that all of the of representations and warranties given by the Purchaser in ARTICLE V are true and correct in all material respects as of the form Closing Date and repeating all of Exhibit 7.2 attached hereto for SA the of representations and warranties given by the Purchaser in ARTICLE V as of the form of Exhibit 7.3 attached hereto for CH.Closing Date; and
(gvi) A duly executed Assignment of Lease in All other instruments and documents, if any, to be executed, acknowledged and/or delivered by the form of Exhibit 5.11 attached hereto for each Purchasers to Seller pursuant to any of the Showroom Lease other provisions of this Agreement or as otherwise reasonably necessary to complete the transaction contemplated hereby and to carry out the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, intent and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements purposes of this Agreement; provided the same shall not impose material new obligations upon the Purchasers (other than to a de minimis extent), including delivery subject the Purchasers to additional liability not already contemplated hereunder, or require the Purchasers to expend any monies in excess of de minimis amounts (in the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Priceaggregate).
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Membership Interests Purchase and Sale Agreement (Hines Global REIT, Inc.)
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the TheMaven and Purchaser shall deliver, and the Seller or the Shareholders shall have received, deliver the following:
(a) Appropriate evidence To Seller, the B▇▇▇ of all necessary corporate action Sale, duly executed by the Purchaser and the Aris any Further Transfer Document, duly executed by Purchaser, as Seller may reasonably request and as may be necessary to vest in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder Purchaser title to all of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated byTransferred Assets as herein provided, in each case subject to no Encumbrances except for Continuing Encumbrances, and authorizing for Purchaser to assume the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate Assumed Liabilities as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.herein provided;
(b) An opinion of ▇▇▇▇▇▇▇ LLPTo Seller, ▇▇▇▇▇▇▇▇▇the Assignment and Assumption Agreement, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.duly executed by Purchaser;
(c) Payment of To Seller, the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the ClosingIP Assignment Agreement, duly executed by bank or certified check or by wire transferPurchaser;
(d) Payment of To Seller, the Shareholder Loans due from Seller to ShareholdersSecurity Agreement, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, duly executed by bank or certified check or by wire transferPurchase and TheMaven;
(e) Delivery To Seller, solely to the extent that, as of stock certificates immediately prior to the Closing, there remains any outstanding indebtedness for 3,000,000 shares borrowed money of Aris Common Stock Purchaser and/or TheMaven, as described applicable, in Section 3(a)(i)favor of L2, the Intercreditor Agreement, duly executed by L2;
(f) A duly executed Shareholder's Employment Agreement between To the Shareholders and extent not previously paid, to the Purchaser in Auditors, the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Auditor’s Fees;
(g) A duly executed Assignment of Lease in To Seller, the form of Exhibit 5.11 attached hereto for each of Initial Cash Consideration, the Showroom Lease and Promissory Note and, subject to Section 1.3(b), the Warehouse Lease.Closing Shares issuable to Seller;
(h) A duly executed Assignment To Say What, the Closing Shares issuable to Say What and, on the terms and subject to the conditions set forth in Section 1.3(a)(i)(5), the convertible preferred securities of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.TheMaven contemplated by Section 1.3(a)(i)(5);
(i) Documentation To each Continuing Service Provider, the number of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of Continuing Employee Service Awards set forth opposite such Continuing Service Provider’s name on the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.Continuing Employee Service Awards Allocation Schedule;
(j) A letter from Purchaser acknowledging certain sales activities To Seller’s legal advisors on behalf of Seller, the Legal Fees Reimbursement;
(k) To each Continuing Service Provider, Employment Letters and/or Service Provider Agreements, as applicable, for such Continuing Service Provider, duly executed by Purchaser; and
(l) To Seller, Lock-Up Agreements with respect to the Closing Shares, duly executed by TheMaven;
(m) To Seller, The Sallyport Consent; and
(n) all such other certificates, instruments, agreements and other documents described or otherwise referred to in Section 2.2 and Section 2.3 hereof.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or before the Closing Date, Seller shall deliver to Escrow Agent or to Purchaser, as appropriate, the following, dated as of the Closing Date (as applicable):
(i) a special warranty deed conveying the fee simple title in the Real Property to Purchaser, duly authorized, executed and acknowledged by Seller, in the form commonly used in the Commonwealth of Massachusetts and reasonably approved by Seller and Purchaser (the “Deed”);
(ii) two (2) counterparts of a ▇▇▇▇ of Sale and Assignment and Assumption Agreement (the “▇▇▇▇ of Sale and Assignment”) transferring to Purchaser all of the Furnishings, Expendables and Consumables, the Bookings, the Books and Records, the Hotel Contracts, and the assignable Permits, (other than those items leased or loaned to Seller), which ▇▇▇▇ of Sale and Assignment shall contain an indemnity by Seller of Purchaser with respect to obligations arising thereunder prior to the Closing Date, and a reciprocal indemnity by Purchaser of Seller with respect to obligations arising thereunder subsequent to the Purchaser shall deliverClosing Date, duly authorized and executed by Seller, in the Seller or the Shareholders shall have receivedform attached hereto as Exhibit “F”, the following:
(a) Appropriate evidence together with original certificates of title for all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder vehicles that are part of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated byHotel, and authorizing the execution, delivery and performance by the endorsed to transfer same to Purchaser (and where applicable, Arisany necessary governmental forms to effect the transfer);
(iii) of this Agreement and all writings executed in connection herewith, and a certificate as to executed by Seller (the incumbency of officers “Seller’s Certificate”) stating that each of the Purchaser representations and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion warranties of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect Seller set forth in Exhibit 15.1 hereto.
this Agreement (cas the same may be updated by Seller from time to time pursuant to and in accordance with Section 5.3) Payment are, as of the advance against Closing Date, true and accurate in all respects as required by Section 8.9(a), in the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transferform attached hereto as Exhibit “G”;
(div) Payment evidence of termination of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on Operating Lease and the March 31, 1997 Balance Sheet, by bank or certified check or by wire transferManagement Agreement (and Manager shall have peacefully vacated the Hotel);
(ev) Delivery possession of stock certificates the Hotel and any and all keys, access codes and plans and specifications for 3,000,000 shares of Aris Common Stock as described the Hotel Improvements in Section 3(a)(i)Seller’s possession;
(fvi) A duly a certified copy of such authorizations and approvals of Seller as the Title Company shall reasonably require;
(vii) a FIRPTA Affidavit executed Shareholder's Employment Agreement between by Seller in form required by the Shareholders and Internal Revenue Service;
(viii) the Purchaser in Closing Statement, the form and substance of Exhibit 7.2 attached hereto for SA which has been mutually approved by Purchaser and in the form of Exhibit 7.3 attached hereto for CH.Seller;
(gix) A duly executed Assignment of Lease in if applicable, the form of Exhibit 5.11 attached hereto for each Tax Certificates required by Section 8.5(c) of the Showroom Lease and the Warehouse Lease.Agreement;
(hx) A duly executed Assignment of Trademark License in to the form of Exhibit 5.9 hereto for each extent not previously delivered to Purchaser, copies (or originals if available) of the Trademark Licenses.Hotel Contracts and assignable Permits, and all Books and Records, which shall be deemed to be delivered to Purchaser upon delivery of possession of the Hotel if located at the Hotel on the Closing Date;
(ixi) Documentation a customary affidavit of Purchaser, Aris, and ECI having obtained and implemented financing arrangements Seller (in form reasonably acceptable to enable payment to Seller of all amounts the Title Company) in respect favor of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing Title Company; and
(xii) any other funding requirements of agreements, documents and/or instruments as may be reasonably required or requested by the Title Company to consummate this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Pricetransaction.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Purchaser’s Closing Deliveries. On or prior to the Closing Date, the Purchaser shall deliver, or cause to be delivered to Seller at each Closing (unless otherwise set forth below) all of the following documents in form and the Seller or the Shareholders shall have received, the followingsubstance satisfactory to Seller:
(a) Appropriate evidence A certificate of all necessary corporate action by the secretary of Purchaser, certifying as to the names and true signatures of the officers of Purchaser authorized to sign this Agreement and the Aris in connection with other Transaction Documents to be delivered by Purchaser hereunder;
(b) Copies of (i) the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and Purchaser’s general partner authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewitheach of the other Transaction Documents, and a certificate as to the incumbency consummation of officers all of the Purchaser other transactions hereunder and thereunder, and (ii) the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion partnership agreement and certificate of ▇▇▇▇▇▇▇ LLPformation, ▇▇▇▇▇▇▇▇▇each of the foregoing resolutions and documents certified as true, counsel for complete and accurate as of the Purchaser and Closing Date by the Aris to the effect set forth in Exhibit 15.1 hereto.secretary of Purchaser;
(c) Payment A certificate dated as of the advance against Closing Date from an officer of Purchaser certifying that the Actual Final Cash Purchase Price set forth conditions specified in Section 3(b)(i) hereof ($500,000) due at 6 that are not otherwise waived in writing by Purchaser have been fully satisfied or waived by Purchaser and that the Closing, representations and warranties made by bank or certified check or by wire transferPurchaser in this Agreement are true and correct as of the Closing Date;
(d) Payment The applicable portion of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417Purchase Price, as stated on the March 31, 1997 Balance Sheet, same may be adjusted in accordance with this Agreement and as evidenced by bank or certified check or by wire transferthe Closing Statement;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as At the First Closing only, the non-competition consideration described in Section 3(a)(i)the Non-Competition Agreement, to be delivered to Seller and Principal in accordance with the terms of the Non-Competition Agreement and the Closing Statement;
(f) A duly executed Shareholder's Employment Agreement between At the Shareholders and First Closing only, the Purchaser in Escrow Funds delivered to the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Escrow Agent pursuant to Section 12;
(g) A duly executed Assignment of Lease in At the form of Exhibit 5.11 attached hereto for each of First Closing only, the Showroom Lease and the Warehouse LeaseGrand Prairie Reimbursement will be paid to Seller.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each Originals of the Trademark Licenses.Bills of Sale, Lease Assignments, Non-Competition Agreement, Escrow Agreement, the Amendments, Contract Assignments, Intellectual Property Assignments, Closing Statement, each executed by Purchaser; and
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements Such other documents relating to enable payment to the transactions contemplated by this Agreement as Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Pricemay reasonably request.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cash America International Inc)
Purchaser’s Closing Deliveries. On At the Closing, Purchaser shall execute and deliver to Sellers or prior Escrowee (or, as applicable, to a particular Seller with respect to the Closing Date, the Purchaser shall deliver, and the applicable Property owned by such Seller or the Shareholders shall have receivedto Class A Holders), the following:
4.3.1 the funds required pursuant to Section 2.2 above to be delivered by Purchaser at the Closing;
4.3.2 a counterpart original of the Closing Statement referenced in Section 4.2.9 above;
4.3.3 a counterpart original of each Ground Lease Assignment, referenced in Section 4.2.2 above;
4.3.4 a counterpart original of the Assignment and Assumption of Leases, Security Deposits, Advance Booking Deposits, Guest Ledger Accounts and Service Contracts, in the form attached hereto as Exhibit J, referenced in Section 4.2.5 above;
4.3.5 a counterpart original of the Assignment and Assumption of Intangibles, in the form attached hereto as Exhibit K, referenced in Section 4.2.6 above;
4.3.6 such customary evidence of Purchaser’s power and authority as Title Insurer may reasonably require;
4.3.7 subject to the provisions of Sections 7.3, 8.2.2(a) and 9.5, a certificate remaking Purchaser’s representations and warranties as if made on the Closing Date;
4.3.8 (a) Appropriate evidence the Purchaser Holdco Operating Agreement and each other agreement contemplated therein to be executed on the Effective Date (e.g. the Bad Boy Guaranty, Mandatory Redemption Guaranty, Environmental Indemnity and Cash Management Agreement, in the applicable form attached hereto as one of Exhibits E-2 through E-5) duly executed by American Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership (“Purchaser Parent”), American Realty Capital Hospitality Trust, Inc., a Maryland corporation (“Purchaser REIT”), each Indemnitor (if Whitehall is providing the Whitehall Guarantees), Purchaser, Additional Guarantor, the Special Members (as such term is defined in the Purchaser Holdco Operating Agreement) and/or Cash Management Bank (as such term is defined in the Cash Management Agreement), as applicable, and (b) if Whitehall is providing the Whitehall Guarantees, the Supplemental Agreement duly executed by each of Purchaser, Purchaser Parent, Purchaser REIT and each Indemnitor;
4.3.9 to the extent applicable, original counterparts of each document executed by Purchaser, its affiliates or Additional Guarantor, as applicable, with respect to the Debt Assumption, and copies of all necessary corporate action by the Purchaser and the Aris documents executed in connection with indebtedness encumbering any of the transactions contemplated herebyReal Properties at Closing, including any “mezzanine loans”, to the extent not already in Sellers’ possession;
4.3.10 to the extent applicable, documentation required by any issuing party of a tenant letter of credit necessary to assign such letters of credit to Purchaser;
4.3.11 evidence reasonably satisfactory to Sellers that each of the Seller Closing Conditions in Section 8.2.2(d) have been satisfied;
4.3.12 a certificate of good standing of Purchaser Holdco issued by the Secretary of State of the State of Delaware;
4.3.13 an original certificate signed by an authorized senior officer of Purchaser REIT authorizing Purchaser REIT, Purchaser Parent and Purchaser to execute and deliver this Agreement and each and every document listed in this Section 4.3 (other than the Purchaser Holdco Operating Agreement), as applicable;
4.3.14 an original certificate signed by an authorized senior officer of Purchaser Parent or Purchaser REIT, as applicable, attaching a true, complete and correct copy of the resolutions of Purchaser Parent or Purchaser REIT, as applicable, authorizing the execution by American Realty Capital Hospitality Member LLC of the Purchaser Holdco Operating Agreement and, if Whitehall is not providing the Whitehall Guarantees, an original certificate signed by an authorized senior officer of Additional Guarantor (or its applicable parent entity), attaching a true, complete and correct copy of the resolutions of Additional Guarantor (or its applicable parent entity), authorizing its execution of the documents referred to in Section 4.3.8, as applicable, and true, complete and correct copies of its organization and formation documents (including of any subsidiary that owns an interest in Purchaser);
4.3.15 a legal opinion or legal opinions from outside counsel, addressed to Class A Member (as defined in the Purchaser Holdco Operating Agreement), in form and substance reasonably acceptable to Sellers as to such matters relating to the Purchaser Holdco Operating Agreement, the Supplemental Agreement (if Whitehall is providing the Whitehall Guarantees), Purchaser Parent, Purchaser REIT, Indemnitors (if Whitehall is providing the Whitehall Guarantees), Additional Guarantor (if Whitehall is not providing the Whitehall Guarantees), American Realty Capital Hospitality Member LLC and/or Purchaser Holdco reasonably requested by Sellers (including, without limitation, certified copies due authorization, formation, execution, and delivery, enforceability, no violation of resolutions duly adopted organizational documents, regulatory consents and approvals, choice of law, existence, valid issuance, admission, no further payments, no personal liability, bankruptcy remoteness and non-consolidation, provided that any non-consolidation opinion shall be deemed approved by Sellers if it is in the same form as the non-consolidation opinion approved by Lender, which non-consolidation opinions may assume that the Additional Guarantor(s) are subject to the U.S. Bankruptcy Code to the extent that any Additional Guarantor is a foreign entity);
4.3.16 completed and executed transfer tax forms and all other instruments as are customarily executed by purchasers in the states where the Property is located to effectuate the conveyance of property similar to the Property and, subject to Section 4.6, as are reasonably acceptable to Seller;
4.3.17 customary evidence that (i) the “Special Members” contemplated by the Board of Directors Purchaser Holdco Operating Agreement have been duly appointed and meet the sole shareholder requirements of the Purchaser and Holdco Operating Agreement, (ii) the Board of Directors of Cash Management Bank under the Aris approving Cash Management Agreement is an “Eligible Institution” (as such term is defined in the transactions contemplated byCash Management Agreement), and authorizing (iii) that Purchaser has taken (or caused to be taken) all other actions necessary to effectuate the execution, delivery and performance terms contemplated by the Purchaser (and where applicable, Aris) Holdco Operating Agreement to be in place as of this Agreement and all writings executed in connection herewith, and a certificate as the Closing Date; and
4.3.18 to the incumbency of officers extent not satisfied by Purchaser’s delivery pursuant to Section 4.3.4, additional documentation reasonably satisfactory to Sellers and Purchaser evidencing that each of the Television & Internet Service Contracts are being assumed by Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of to the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CHextent such Television & Internet Service Contracts are assignable.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Real Estate Sale Agreement (American Realty Capital Hospitality Trust, Inc.)
Purchaser’s Closing Deliveries. On or prior At the Closing, Purchaser will deliver to the Closing Date, the Purchaser shall deliver, C&K and the Seller or Sellers, in form and substance reasonably satisfactory to C&K and the Shareholders shall have received, the followingSellers and consistent with this Agreement:
(a) Appropriate evidence of all necessary corporate action by The Purchase Price as set forth in Section 3.1 hereof, the Purchaser executed LLC Amendment, and the Aris appointments of the three Managers designated by Purchaser.
(b) The Operative Agreements, in connection with the transactions contemplated herebyform of Exhibit I, includingExhibit K, without limitationand Exhibit L hereto, certified copies executed by an authorized officer of Purchaser or its Affiliate.
(c) Copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing the execution and delivery of, and performance of Purchaser's obligations under, this Agreement, certified by the sole shareholder Secretary or an Assistant Secretary of Purchaser.
(d) A Certificate of Legal Existence for Purchaser issued by the Secretary of State of the jurisdiction of its incorporation and dated not more than ten (10) business days prior to the Closing Date.
(e) A certificate of an authorized officer of Purchaser certifying and warranting that the representations, warranties and agreements of Purchaser contained in this Agreement are true and accurate as of the Closing Date and that Purchaser has satisfied and performed in all material respects all of its obligations hereunder.
(f) A written opinion of in-house counsel to Purchaser and the Board of Directors its Affiliates, dated as of the Aris approving Closing Date, in the transactions contemplated byform of Exhibit F hereto. (g) Evidence of any authorization, and authorizing the executionconsent, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing approval or filing with any instrument public body or Governmental Authority or any other document Person necessary in connection with this Agreement.
. (bh) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel Incumbency and Specimen Signature Certificate for the Purchaser and the Aris its Affiliates who are party to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark LicensesOperative Agreements.
(i) Documentation of Purchaser, ArisThe Bayer Letter Agreement executed by B▇▇▇▇ ▇▇, and ECI having obtained and implemented financing arrangements the certificates to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities be provided as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
required therein. (j) A letter from Purchaser acknowledging certain sales activities of SellerThe Assignment and Assumption Agreement.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or prior Purchaser shall deliver the following to the Closing DateEscrow Agent for Closing, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the followingin compliance with Section 2.3 hereof:
(a) Appropriate evidence With respect to the Properties:
(i) Purchaser’s duly executed counterpart to a B▇▇▇ of all necessary corporate action by Sale and Assignment of Leases, Contracts and General Intangibles (individually a “B▇▇▇ of Sale and Assignment,” and collectively the Purchaser “Bills of Sale and Assignment”) for each Property, in substantially the form of Exhibit A attached hereto;
(ii) Intentionally Deleted;
(iii) Purchaser’s duly executed counterpart to a Prohibition Against Condominium Conversion Agreement for the Leigh House Property and the Aris Sovereign Property (individually a “Condominium Conversion Prohibition Agreement” and collectively the “Condominium Conversion Prohibition Agreements”), in connection with substantially the transactions contemplated herebyform of Exhibit C attached hereto, including, without limitation, certified copies adapted to the specific recording requirements and statute of resolutions repose for the jurisdiction in which each such Property is located;
(iv) Purchaser’s duly adopted by the Board of Directors and the sole shareholder executed counterpart to each of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser Closing Statements; and
(and where applicable, Arisv) of this Agreement and all writings executed in connection herewith, and a certificate as Solely with respect to the incumbency Sovereign Property, Purchaser’s duly executed counterpart to a Notice Regarding Texas Water Code in the form of officers of the Purchaser and the Aris executing any instrument or other document in connection with this AgreementExhibit G attached hereto.
(b) An opinion With respect to the transactions contemplated hereunder:
(i) The Purchase Price as specified in 2.2, as adjusted by the application of ▇the E▇▇▇▇▇▇ LLPMoney, ▇▇▇▇▇▇▇▇▇and by the adjustments, counsel for the Purchaser prorations and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfercredits provided herein;
(dii) Payment to the extent that same are required to be executed by Purchaser under Applicable Law, all transfer tax returns or forms required for the conveyance of any of the Shareholder Loans due from Seller to ShareholdersProperties, up to a maximum of $785,417in each case, as stated on prepared by the March 31, 1997 Balance Sheet, Sellers in coordination with and reasonably acceptable to Purchaser and duly executed by bank or certified check or by wire transferPurchaser;
(eiii) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock such evidence as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and Title Company may reasonably require as to the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each authority of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation Person or Persons executing documents on behalf of Purchaser, Aris, and ECI having obtained as to the legal existence and implemented financing arrangements to enable payment to Seller good standing of all amounts in respect Purchaser;
(iv) a certificate dated as of the Actual Final Cash Purchase Price Closing Date and advances thereofduly executed by Purchaser, repayment stating that the representations and warranties of Purchaser contained in Article 4 of this Agreement are true and correct in all material respects as of the Shareholder LoansClosing Date; and
(v) such additional documents as shall be reasonably requested by the Escrow Agent or the Title Company to consummate the transaction contemplated by this Agreement; provided, assumption of however, that in no event shall Purchaser be required to indemnify the Assumed Liabilities as well as implementing Title Company, the Escrow Agent, any Seller, or any other funding requirements of party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, including delivery of the Standby Letter of Credit with respect unless Purchaser elects to payment of the Actual Final Cash Purchase Pricedo so in its sole discretion.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Purchaser’s Closing Deliveries. On or prior Subject to the Closing Dateconditions set forth in this Agreement, at the Closing, and simultaneously with the Company's deliveries hereunder:
(a) The Purchaser shall deliver, and deliver or cause to be delivered to the Seller or the Shareholders shall have received, Company the following:
(ai) Appropriate a certificate from the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying as to the matters contemplated by Section 8.3(a);
(ii) executed copies of the consents, if any, referred to in Section 5.6;
(iii) New Employment Agreements, duly executed by the Purchaser;
(iv) evidence of all necessary corporate action payment of the Purchase Price in the amounts set forth on Schedule 1.2;
(v) the Option Cash Out Amount and, upon receipt thereof, the Purchaser shall cause the Company to pay for each Option outstanding as of immediately prior to the Closing an amount in cash, as set forth on Schedule 1.3, equal to: (i) the fair market value of the Securities underlying the unexercised portion of such Option as of the Closing Date, as established for purposes of this Agreement (in accordance with the terms of the 1999 Plan), less (ii) the aggregate exercise price of the unexercised portion of the Option, in exchange for the cancellation of such Option as of the Closing;
(vi) evidence of payment of the Company's IPO Expense Reimbursement as required by Section 1.4;
(vii) the Escrow Agreement duly executed by the Purchaser Purchaser;
(viii) evidence of payment of the Company's Additional Expenses as required by Section 1.5; and
(ix) all such other certificates, documents and instruments as the Aris Sellers' Representative shall reasonably request in connection with the transactions contemplated hereby, including, without limitation, certified copies consummation of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the The Purchaser and the Aris shall deliver or cause to be delivered to the effect set forth in Exhibit 15.1 heretoSellers' Representative the following:
(i) the Indemnification Expense Cash by wire transfer to the Sellers' Escrow Account; and
(ii) the Escrow Agreement duly executed by the Purchaser.
(c) Payment The Purchaser shall deliver or cause to be delivered at the direction of the advance against Sellers' Representative the Actual Final following by wire transfer of immediately available funds:
(i) the Class C Preference to the Invesco Entities, PSSRG and CF pursuant to the allocation set forth on Exhibit C hereto;
(ii) the Non-Management Sellers' Initial Cash Purchase Price to the Sellers except for the Management Sellers pursuant to the allocation set forth in Section 3(b)(ion Exhibit C hereto; and
(iii) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer;Management Sellers' Initial Cash Purchase Price to the Management Sellers pursuant to the allocation set forth on Exhibit C hereto.
(d) Payment of The Purchaser shall deliver or cause to be delivered to the Shareholder Loans due from Seller Management Sellers the Management Sellers' Purchaser Stock Consideration pursuant to Shareholders, up to a maximum of $785,417, as stated the allocation set forth on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;Exhibit C hereto.
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described The Purchaser shall deliver or cause to be delivered to the Escrow Agent the Escrow Amount in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between accordance with the Shareholders terms and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each conditions of the Showroom Lease and the Warehouse LeaseEscrow Agreement.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Purchaser’s Closing Deliveries. On At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:
(1) the Conveyance and Assumption of Obligation Agreement;
(2) the Sale of Trademarks and Product Information Agreement;
(3) the Assignment and Assumption of Real Property Leases Agreement and the Indemnity Agreement of the Purchaser in respect of the Assignee's Obligations under the Assignment and Assumption of Real Property Leases Agreement;
(4) a certificate of a senior officer of the Purchaser dated as of the Closing Date certifying that all representations and warranties of the Purchaser herein contained are true, correct and complete in all material respects as of the Closing Date as if made thereon and that the Purchaser has performed or complied in all material respects with all of the covenants and obligations required by this Agreement to be performed or complied with by the Purchaser on or prior to the Closing Date, Date in a form to be mutually agreed;
(5) a certificate of the Secretary or Assistant Secretary of the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the following:
certifying to (a) Appropriate evidence the Certificate of all necessary corporate action by the Purchaser Incorporation and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder by-laws of the Purchaser and Purchaser, (b) resolutions of the Board of Directors of the Aris Purchaser authorizing and approving the transactions contemplated by, and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (c) incumbency and signatures of the officers of the Purchaser executing this Agreement and any other certificate or document delivered in connection herewith dated as of the Closing Date in a form to be mutually agreed;
(6) articles of incorporation of the Purchaser certified by the appropriate government official in its jurisdiction of incorporation;
(7) certificate of good standing for the Purchaser from its jurisdiction of incorporation;
(8) the payment referred to in Section 2.3(1);
(9) certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser (and where applicableany applicable Affiliates), Aris) and if required, the shareholders of the Purchaser (and any applicable Affiliates), approving the execution, delivery and performance of this Agreement and all writings executed in connection herewith, and a certificate as the consummation of the transactions contemplated by Agreement;
(10) an opinion of Purchaser's Solicitors addressed to the incumbency of officers of Vendor and Vendor's Solicitors in the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect form set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfer3.3(8);
(d11) Payment of the Shareholder Loans due from Seller GST election referred to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transferin Section 2.6;
(e12) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(i)the Co-Pack Agreement;
(f13) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Supply Agreement;
(g14) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.Transition Services Agreement;
(h15) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.Coffee Machine Loan Agreement;
(i16) Documentation of Purchaserthe Ice Cream Cabinet Loan Agreement; and
(17) all such other consents, Arisagreements, instruments and ECI having obtained and implemented financing arrangements documents as may be reasonably required by the Vendor to enable payment to Seller of all amounts complete the transactions provided for in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the Purchaser shall deliver, or cause to be delivered to Seller all of the following documents in form and the Seller or the Shareholders shall have received, the followingsubstance satisfactory to Seller:
(a) Appropriate evidence A certificate of all necessary corporate action by the secretary of Purchaser, certifying as to the names and true signatures of the officers of Purchaser authorized to sign this Agreement and the Aris in connection with other Transaction Documents to be delivered by Purchaser hereunder;
(b) Copies of (i) the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board Purchaser’s board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and directors authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewitheach of the other Transaction Documents, and a certificate as to the incumbency consummation of officers all of the Purchaser other transactions hereunder and thereunder, and (ii) the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion articles of ▇▇▇▇▇▇▇ LLPincorporation and bylaws, ▇▇▇▇▇▇▇▇▇each of the foregoing resolutions and documents certified as true, counsel for complete and accurate as of the Purchaser and Closing Date by the Aris to the effect set forth in Exhibit 15.1 hereto.secretary of Purchaser;
(c) Payment A certificate dated as of the advance against Closing Date from an officer of Purchaser certifying that the Actual Final Cash Purchase Price set forth conditions specified in Section 3(b)(i) hereof ($500,000) due at 4.3 that are not otherwise waived in writing by Purchaser have been fully satisfied or waived by Purchaser and that the Closing, representations and warranties made by bank or certified check or by wire transferPurchaser in Article III above are true and correct as of the Closing Date;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417The Cash Consideration, as stated on the March 31, 1997 Balance Sheet, same may be adjusted in accordance with this Agreement and as evidenced by bank or certified check or by wire transferthe Closing Statement;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as The non-competition consideration described in Section 3(a)(i)the Non-Competition Agreement, to be delivered to Seller (and disbursed by Seller) in accordance with the terms of the Non-Competition Agreement;
(f) A duly executed Shareholder's Employment Agreement between The Escrow Funds delivered to the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Escrow Agent pursuant to Section 1.21(b) with any excess Shares delivered to Purchaser;
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each Original copies of the Showroom Lease and ▇▇▇▇ of Sale, Global Assignment, Non-Competition Agreement, Escrow Agreement, Software License Agreement, each Controlled Lease, Contract Assignments, Intellectual Property Assignments, Human Resources Agreement, Supplemental Disclosure Agreement, Telephone Transfer Agreements, Closing Statement and, subject to the Warehouse Lease.terms of Section 4.16 below, the Preliminary Allocation Agreement, each executed by Purchaser; and
(h) A duly executed Assignment of Trademark License in Such other documents relating to the form of Exhibit 5.9 hereto for each of the Trademark Licensestransactions contemplated by this Agreement as Seller may reasonably request.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cash America International Inc)
Purchaser’s Closing Deliveries. On At or prior to before the Closing DateTime, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, delivered to Vendor the following, in form and substance satisfactory to Vendor, acting reasonably:
(a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder amount of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance Purchase Price provided in Section 3.3(a) by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed wire transfer in connection herewith, and a certificate as to the incumbency of officers of the Purchaser and the Aris executing any instrument or other document in connection accordance with this Agreement.Section 2.3;
(b) An opinion certified copies of:
(i) the constating documents of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and Purchaser Guarantor;
(ii) all resolutions of the Aris board of directors of Purchaser and Purchaser Guarantor approving the entering into and completion of the Purchase contemplated by this Agreement; and
(iii) a list of the officers and directors of Purchaser and Purchaser Guarantor authorized to sign agreements and any certificates, transfers and other writings in respect of the effect set forth in Exhibit 15.1 hereto.Purchase, together with their specimen signatures;
(c) Payment a certificate of status with respect to Purchaser issued by an appropriate Government Authority and a certified true copy of the advance against commercial license of Purchaser Guarantor issued by the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at Ministry of Economy and Planning of the Closing, by bank or certified check or by wire transferUnited Arab Emirates;
(d) Payment of a certificate confirming the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfermatters described in Section 8.1 and Section 8.2;
(e) Delivery an opinion of stock certificates for 3,000,000 shares counsel to Purchaser and Purchaser Guarantor as to the matters set forth in Schedule 8.6(e) which opinion with respect to Purchaser Guarantor may be given by the in-house counsel of Aris Common Stock Purchaser Guarantor or Purchaser’s Counsel may rely on an opinion given by in-house counsel of Purchaser Guarantor and may be subject to customary assumptions, qualifications and limitations. With respect to any factual matter relevant to the opinion, such counsel may rely on a certificate of a Senior Officer of Purchaser or Purchaser Guarantor as described in Section 3(a)(i)applicable;
(f) A duly executed Shareholder's Employment Agreement between copies of the Shareholders Required Approvals and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.other required Government Authorizations;
(g) A duly executed Assignment of Lease a notice to the Escrow Agent in the form of Exhibit 5.11 attached hereto for each of prescribed by the Showroom Lease Escrow Agreement authorizing the Escrow Agent to release the Deposit (and the Warehouse Lease.any interest earned thereon less any applicable withholding Taxes) to Vendor; and
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of documents reasonably required to be delivered by Purchaser to Vendor at Closing Time pursuant to this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or prior to before the Closing Date, Purchasers agree that they will: (i.) Deposit the Purchaser shall deliverbalance of the Purchase Price due at Closing by wire transfer into the Closing Escrow. (ii.) Deliver into the Closing Escrow such documents, certifications and statements as may be required by the Title Company to issue the Title Policies, the Title Endorsements, and the Seller or the Shareholders shall have received, the following:
(a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated herebyany loan title policies to Purchasers’ lender, including, without limitation, a Title Company Disbursement Statement signed by Purchasers approving each and every of the payments and disbursements made by the Title Company through the Closing Escrow. (iii.) Deliver to Sellers Certificates of Good Standing from the Delaware Secretary of State for Purchasers, and certified copies of the resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and Purchasers authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) consummation of this Agreement and all writings other agreements and documents executed in connection herewith, including all instruments required hereunder, sufficient in form and content to meet the requirements of Kansas law, as applicable, relevant to such transactions and certified by the manager of Purchasers as adopted and in full force and effect and unmodified as of Closing. (iv.) Deliver to Sellers a bring down certificate as to the incumbency of officers of the Purchaser representations and the Aris executing any instrument or other document warranties made and given by Purchasers in connection with this Agreement.
. (bv.) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris Deliver to the effect set forth in Exhibit 15.1 hereto.
(c) Payment Sellers an executed counterpart of the advance against Operations Transfer Agreement signed by Purchasers and New Operators. (vi.) Deliver to Sellers an executed counterpart of the Actual Final Cash Purchase Price set forth Escrow Holdback Agreement signed by Purchasers and New Operators. (vii.) Deliver to Sellers such further instruments and documents as are reasonably requested by Seller. 10370945.3 11 (viii.) Deliver to Sellers an affidavit executed by each of Purchasers certifying that it is not a “blocked person” under Executive Order 13224, which form shall be acceptable to Sellers. (ix.) Deliver to Sellers an affidavit executed by each of Purchasers pursuant to Section 1445 of the Internal Revenue Code that that it is not a foreign corporation, foreign partnership, foreign trust, or foreign estate. (x.) Deliver to Sellers the Capital Repairs Escrow Agreement (as defined in Section 3(b)(i10(a)(xv) hereof herein), if required. ($500,000) due at the Closing, by bank or certified check or by wire transfer;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfer;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as described in Section 3(a)(ib.)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement
Purchaser’s Closing Deliveries. On At or prior to before the Closing Date, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, delivered to Sellers the following, in form and substance satisfactory to Sellers, acting reasonably:
(a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris amounts provided in connection with the transactions contemplated herebySection 2.3 allocated to each Seller as provided in Section 2.2, includingless, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where if applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as any amounts required to be withheld pursuant to Section 2.5 (which withheld amounts shall be delivered to Escrow Agent pursuant to the incumbency provisions of officers of the Purchaser and the Aris executing any instrument or other document that Section) by wire transfer in connection accordance with this Agreement.Section 8.2;
(b) An opinion of ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris confirmation that any amount to the effect set forth in Exhibit 15.1 hereto.be withheld pursuant to Section 2.5 has been received by Escrow Agent;
(c) Payment the amount of any of the advance against the Actual Final Cash Purchase Price set forth Corporation’s Auditors’ fees referred to in Section 3(b)(i9.18(a) hereof ($500,000) due at the Closing, that have not been paid by bank or certified check or by wire transferPurchaser;
(d) Payment certified copies of:
(i) the Constating Documents of Purchaser and each of the Shareholder Loans due from Seller Guarantors;
(ii) all resolutions of the board of directors of Purchaser and each of the Guarantors approving the entering into and completion of the Purchase and the guarantee contemplated in this Agreement; and
(iii) a list of the officers and directors of Purchaser and each of the Guarantors authorized to Shareholderssign agreements and any certificates, up to a maximum transfers and other writings in respect of $785,417the Purchase, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transfertogether with their specimen signatures;
(e) Delivery certificates of stock certificates for 3,000,000 shares status dated as of Aris Common Stock as described in Section 3(a)(i)or about the Closing Date with respect to Purchaser and each of the Guarantors issued by the appropriate Government Authority;
(f) A duly executed Shareholder's Employment Agreement between a certificate confirming the Shareholders matters described in Section 7.1 and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.Section 7.2;
(g) A duly executed Assignment an opinion of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease counsel to Purchaser and the Warehouse Lease.Guarantors as to the matters set forth in Schedule K, which opinion may be subject to customary assumptions, qualifications and limitations. With respect to any factual matters relevant to the opinions, counsel may rely on certificates of officers of Purchaser and the Guarantors, as applicable;
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each copies of the Trademark Licenses.Competition Act Approval;
(i) Documentation of a release, discharge, and indemnity duly executed by the Corporation and approved by Purchaser, Aris, and ECI having obtained and implemented financing arrangements in favour of each individual referred to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.Section 8.3(b)(vi);
(j) A letter from the Escrow Agreement duly executed by Purchaser acknowledging certain sales activities regarding any amounts to be withheld pursuant to Section 2.5;
(k) the Transition Services Agreement signed by Dominion Exploration Canada Ltd. and Dominion Exploration Partnership;
(l) an assignment of Sellerthe [Redacted] to Sellers or their nominee signed by the Corporation and/or the applicable Subsidiary(ies);
(m) any letters of credit, credit support or other financial assurances required to be provided by Purchaser pursuant to Section 9.5; and
(n) any other documents reasonably required to be delivered by Purchaser to Sellers at Closing Date pursuant to this Agreement.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or prior to the Closing Date, the Purchaser shall deliver, and or cause to be delivered, to or for the benefit of Seller or the Shareholders shall have receivedStay Bonus Escrow Agent or the Indemnity Escrow Agent, as the case may be, the following:
(ai) Appropriate evidence a certificate, duly executed by an officer of all necessary corporate action by Purchaser, dated the Closing Date, (A) that no amendments have been adopted in respect of the Organizational Documents of Purchaser and attached to the Aris in connection with certificate, (B) that the transactions contemplated hereby, including, without limitation, certified copies of resolutions attached to the certificate have been duly adopted by the Board sole member of Directors and Purchaser evidencing the sole shareholder taking of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing all limited liability company action necessary to authorize the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, the Purchaser Closing Documents to which Purchaser is a party and a certificate as to the incumbency consummation of the Contemplated Transactions and (C) identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute this Agreement and the Purchaser and the Aris executing any instrument or other document in connection with this Agreement.Closing Documents;
(bii) An opinion the Assignment of ▇▇▇▇▇▇▇ LLPMembership Interests, ▇▇▇▇▇▇▇▇▇, counsel for the Purchaser and the Aris to the effect set forth in Exhibit 15.1 hereto.duly executed by Purchaser;
(ciii) Payment of the advance against Stay Bonus Escrow Agreement, duly executed by Purchaser, together with the Actual Final Cash Purchase Price Stay Bonus Escrow Agreement to be held in the Stay Bonus Escrow Account as more fully set forth in Section 3(b)(i1.5.
(iv) hereof ($500,000) due at the ClosingIndemnity Escrow Agreement, duly executed by bank or certified check or by wire transferPurchaser, together with the Indemnity Escrow Amount to be held in the Indemnity Escrow Account as more fully set forth in Section 1.5;
(dv) the Closing Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417, as stated on the March 31, 1997 Balance Sheet, by bank or certified check or by wire transferin accordance with Section 1.4(a);
(evi) Delivery the payment on behalf of stock certificates for 3,000,000 shares the Company of Aris Common Stock the amounts set forth in the Payoff Letters, in each case in accordance with the terms and conditions of the Payoff Letters, as described in contemplated by Section 3(a)(i1.4(b);
(fvii) A duly executed Shareholder's Employment Agreement between the Shareholders and the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment to Seller of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.Estimated Seller Transaction Costs on behalf of the Company and Seller, in each case in accordance with the invoices therefor, as contemplated by Section 1.4(b);
(jviii) A letter from Purchaser acknowledging certain sales activities of Sellerthe Transition Services Agreement, duly executed by Purchaser;and
(ix) such other documents as are required pursuant to this Agreement or as may reasonably be requested by Seller or its counsel.
Appears in 1 contract
Purchaser’s Closing Deliveries. On or prior to At the Closing DateClosing, the Purchaser shall deliver, or cause to be delivered to Seller all of the following documents in form and the Seller or the Shareholders shall have received, the followingsubstance satisfactory to Seller:
(a) Appropriate evidence A certificate of all necessary corporate action by the secretary of Purchaser, certifying as to the names and true signatures of the officers of Purchaser authorized to sign this Agreement and the Aris in connection with other Transaction Documents to be delivered by Purchaser hereunder;
(b) Copies of (i) the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board Purchaser's board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and directors authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewitheach of the other Transaction Documents, and a certificate as to the incumbency consummation of officers all of the Purchaser other transactions hereunder and thereunder, and (ii) the Aris executing any instrument or other document in connection with this Agreement.
(b) An opinion articles of ▇▇▇▇▇▇▇ LLPincorporation and bylaws, ▇▇▇▇▇▇▇▇▇each of the foregoing resolutions and documents certified as true, counsel for complete and accurate as of the Purchaser and Closing Date by the Aris to the effect set forth in Exhibit 15.1 hereto.secretary of Purchaser;
(c) Payment A certificate dated as of the advance against Closing Date from an officer of Purchaser certifying that the Actual Final Cash Purchase Price set forth conditions specified in Section 3(b)(i) hereof ($500,000) due at 4.3 that are not otherwise waived in writing by Purchaser have been fully satisfied or waived by Purchaser and that the Closing, representations and warranties made by bank or certified check or by wire transferPurchaser in Article III above are true and correct as of the Closing Date;
(d) Payment of the Shareholder Loans due from Seller to Shareholders, up to a maximum of $785,417The Cash Consideration, as stated on the March 31, 1997 Balance Sheet, same may be adjusted in accordance with this Agreement and as evidenced by bank or certified check or by wire transferthe Closing Statement;
(e) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock as The Non-Competition Consideration described in Section 3(a)(i)the Non-Competition Agreement, to be delivered to Seller (and disbursed by Seller) in accordance with the terms of the Non-Competition Agreement;
(f) A duly executed Shareholder's Employment The original Shares to be delivered to the Escrow Agent to be held under the Escrow Agreement between as the Shareholders and escrowed funds thereunder the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH."Escrow Funds");
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each Original copies of the Showroom Lease Bill of Sale, Global Assignment, Loan Assignment, Non-Competition Agre▇▇▇▇t, Software License Agreement, each Controlled Lease, Contract Assignment Consents, the Realty Conveyance Documents (as applicable), Intellectual Property Assignments, Supplemental Disclosure Agreement, HR Agreement, Consulting Agreement, Telephone Transfer Agreements, Closing Statement, and the Warehouse Lease.Preliminary Allocation Agreement (if requested by either Seller or Purchaser and if Seller and Purchaser are able to agree using good faith efforts on its form and substance prior to the Closing Date), each executed by Purchaser;
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each An original copy of the Trademark Licenses.Escrow Agreement signed by Purchaser and the escrow agent thereunder ("Escrow Agent");
(i) Documentation of Purchaser, Aris, and ECI having obtained and implemented financing arrangements to enable payment Evidence reasonably satisfactory to Seller that the Shares have been approved for listing on the New York Stock Exchange, subject to official notice of all amounts in respect of the Actual Final Cash Purchase Price and advances thereof, repayment of the Shareholder Loans, assumption of the Assumed Liabilities as well as implementing any other funding requirements of this Agreement, including delivery of the Standby Letter of Credit with respect to payment of the Actual Final Cash Purchase Price.issuance;
(j) A letter from Such certificates requested by, and in form and substance reasonably satisfactory to, Seller indicating for applicable sales and use tax purposes that the inventory included in the Assets is being purchased by Purchaser acknowledging certain sales activities for resale;
(k) Purchaser's share of Sellertax required to be paid on the Closing Date pursuant to Section 5.6.2; and
(l) Such other documents relating to the transactions contemplated by this Agreement as Seller may reasonably request and to which the parties mutually agree.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cash America International Inc)
Purchaser’s Closing Deliveries. On or prior Purchaser shall deliver the following to the Closing DateEscrow Agent for Closing, the Purchaser shall deliver, and the Seller or the Shareholders shall have received, the followingin compliance with Section 2.3 hereof:
(a) Appropriate evidence of all necessary corporate action by the Purchaser and the Aris in connection with the transactions contemplated hereby, including, without limitation, certified copies of resolutions duly adopted by the Board of Directors and the sole shareholder of the Purchaser and the Board of Directors of the Aris approving the transactions contemplated by, and authorizing the execution, delivery and performance by the Purchaser (and where applicable, Aris) of this Agreement and all writings executed in connection herewith, and a certificate as With respect to the incumbency Property:
(i) Purchaser’s duly executed counterpart to a B▇▇▇ of officers Sale and Assignment of Leases, Contracts and General Intangibles (the Purchaser “B▇▇▇ of Sale and Assignment”) for the Aris executing any instrument or other document Property, in connection with this substantially the form of Exhibit A attached hereto;
(ii) Intentionally Deleted;
(iii) Purchaser’ duly executed counterpart to a Prohibition Against Condominium Conversion Agreement for the Property (the “Condominium Conversion Prohibition Agreement”), in substantially the form of Exhibit C attached hereto;
(iv) Purchaser’s duly executed counterpart to the Closing Statement; and
(v) Intentionally Deleted.
(b) An opinion With respect to the transactions contemplated hereunder:
(i) The Purchase Price as specified in Section 2.2, as adjusted by the application of ▇the E▇▇▇▇▇▇ LLPMoney, ▇▇▇▇▇▇▇▇▇and by the adjustments, counsel for the Purchaser prorations and the Aris to the effect set forth in Exhibit 15.1 hereto.
(c) Payment of the advance against the Actual Final Cash Purchase Price set forth in Section 3(b)(i) hereof ($500,000) due at the Closing, by bank or certified check or by wire transfercredits provided herein;
(dii) Payment to the extent that same are required to be executed by Purchaser under Applicable Law, all transfer tax returns or forms required for the conveyance of the Shareholder Loans due from Seller to ShareholdersProperty, up to a maximum of $785,417in each case, as stated on the March 31, 1997 Balance Sheet, prepared by bank or certified check or Seller in coordination with and reasonably acceptable to Purchaser and duly executed by wire transferPurchaser;
(eiii) Delivery of stock certificates for 3,000,000 shares of Aris Common Stock such evidence as described in Section 3(a)(i)
(f) A duly executed Shareholder's Employment Agreement between the Shareholders and Title Company may reasonably require as to the Purchaser in the form of Exhibit 7.2 attached hereto for SA and in the form of Exhibit 7.3 attached hereto for CH.
(g) A duly executed Assignment of Lease in the form of Exhibit 5.11 attached hereto for each authority of the Showroom Lease and the Warehouse Lease.
(h) A duly executed Assignment of Trademark License in the form of Exhibit 5.9 hereto for each of the Trademark Licenses.
(i) Documentation Person or Persons executing documents on behalf of Purchaser, Aris, and ECI having obtained as to the legal existence and implemented financing arrangements to enable payment to Seller good standing of all amounts in respect Purchaser;
(iv) a certificate dated as of the Actual Final Cash Purchase Price Closing Date and advances thereofduly executed by Purchaser, repayment stating that the representations and warranties of Purchaser contained in Article 4 of this Agreement are true and correct in all material respects as of the Shareholder LoansClosing Date; and
(v) such additional documents as shall be reasonably requested by the Escrow Agent or the Title Company to consummate the transaction contemplated by this Agreement; provided, assumption of however, that in no event shall Purchaser be required to indemnify the Assumed Liabilities as well as implementing Title Company, the Escrow Agent, Seller, or any other funding requirements of party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, including delivery of the Standby Letter of Credit with respect unless Purchaser elects to payment of the Actual Final Cash Purchase Pricedo so in its sole discretion.
(j) A letter from Purchaser acknowledging certain sales activities of Seller.
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Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)