Transactions to be Effected at Closing. (a) At the Closing, the Seller or the Company shall deliver to the Buyer: (i) an instrument of assignment with respect to the Units in the form attached hereto as Exhibit I, duly executed by the Seller; (ii) evidence of the making or receipt (as applicable) of all of the notices and consents listed on Schedule 3.2(a)(ii); (iii) evidence of the termination of each agreement set forth on Schedule 3.2(a)(iii), in each case, without any Liability to the Buyer, the Company or any of their respective Affiliates following the Closing; (iv) the resignation letters (or other evidence of resignation) of those directors, managers and officers of the Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv); (v) evidence of the repayment or other settlement by the Company of the Overdue Payables, in an amount not to exceed $2,000,000 in the aggregate; (vi) a fully and properly completed IRS Form W-9 and a fully and properly executed California Form 590 (Exemption Withholding Certificate), duly executed by the Seller; (vii) evidence of release and termination of all Liens on any assets of the Company or any of its Subsidiaries related to the JPM Credit Agreement; and (viii) the Transaction Documents (other than this Agreement), duly executed by each party thereto other than the Buyer and any of its Affiliates. (b) The Buyer shall: (i) pay to the Seller, within one (1) Business Day of the Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Seller at least two (2) Business Days before the Closing Date, an amount equal to the Estimated Purchase Price payable pursuant to Section 2.1; (ii) pay, or cause to be paid, within one (1) Business Day of the Closing Date, on behalf of the Company, the Seller Transaction Expenses by wire transfer of immediately available funds or as otherwise directed by the Seller; and (iii) at the Closing, deliver to the Seller, the Transaction Documents (other than this Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any such Affiliates.
Appears in 1 contract
Sources: Securities Purchase Agreement (Hemisphere Media Group, Inc.)
Transactions to be Effected at Closing. (a) At the Closing, the Seller or the Company shall deliver to the Buyer:
(i) an instrument of assignment with respect to the Units in the form attached hereto as Exhibit IC, duly executed by the Seller;
(ii) evidence of the making or receipt (as applicable) of all of the notices and consents listed on Schedule 3.2(a)(ii);
(iii) evidence of the termination of each agreement set forth on Schedule 3.2(a)(iii3.2(a)(ii), in each case, without any Liability to the Buyer, the Company or any of their respective Affiliates following the Closing;
(iviii) the resignation letters (or other evidence of resignation) of those directors, managers and officers of the Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv3.2(a)(iii);
(viv) evidence a certificate in the form attached hereto as Exhibit E, dated as of the repayment or other settlement Closing Date, duly executed by the Company an authorized officer of the Overdue PayablesCompany, confirming that the conditions set forth in an amount not to exceed $2,000,000 in the aggregateSection 3.3(b)(i), Section 3.3(b)(ii) and Section 3.3(b)(iii) have been satisfied;
(viv) a fully and properly completed IRS Form W-9 and a fully and properly W-9, duly executed California Form 590 by the Seller;
(Exemption Withholding Certificate)vi) the Promissory Note, duly executed by the Seller;
(vii) evidence of release and termination of all reasonably satisfactory to the Buyer that any Liens held by JPMorgan Chase on any assets property of the Company or any of and its Subsidiaries related to have been released and Company and its Subsidiaries have been removed as guarantors under the JPM Credit Agreement, dated July 30, 2013 between Hemisphere Media Holdings, LLC and Intermedia Español, Inc., as the borrower, HMTV, LLC, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment No. 1, dated as of July 31, 2014, Amendment No. 2, dated as of February 14, 2017 and Amendment No. 3, dated as of March 31, 2021, and as further amended and restated from time to time; and
(viii) the Transaction Documents (other than this Agreement), duly executed by each party thereto other than the Buyer and any of its Affiliates.;
(b) The the Omnibus Assignment Agreement, in the form attached hereto as Exhibit H, duly executed by the Company and the other parties thereto.
(c) At the Closing, the Buyer shall:
(i) pay to the Seller, within one (1) Business Day of the Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Seller at least two (2) Business Days before the Closing Date, an amount equal to the Estimated Purchase Price payable pursuant to Section 2.1;
(ii) pay, or cause to be paid, within one (1) Business Day of the Closing Date, on behalf of the Company, to the Seller Transaction Expenses Persons listed on Schedule 3.2(c)(ii), the applicable amount set forth on such schedule (including based on amounts set forth in applicable payoff letters (in form and substance reasonably satisfactory to the Buyer) executed by wire transfer such Persons, which payoff letters have been provided to the Buyer prior to the Closing Date) relating to the Company’s Indebtedness to such Persons;
(iii) deliver to the Seller, a certificate in the form attached hereto as Exhibit F, duly executed by an authorized officer of immediately available funds or the Buyer, dated as otherwise directed of the Closing Date, confirming that the conditions set forth in Section 3.3(c)(i) and Section 3.3(c)(ii) have been satisfied;
(iv) deliver to the Seller, the Promissory Note, duly executed by the SellerBuyer; and
(iiiv) at the Closing, deliver to the Seller, the Transaction Documents (other than this Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any such Affiliatesof its Affiliates that are party thereto.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Hemisphere Media Group, Inc.)
Transactions to be Effected at Closing. (a) At the Closing, the following transactions shall be effected by the Parties:
(a) Seller or shall pay fifty percent (50%) of the Company shall R&W Premium to the insurer under the R&W Insurance Policy and deliver to the Buyer:
(i) an instrument of assignment with respect to the Units in the form attached hereto as Exhibit IMembership Interest Assignment Agreement, duly executed by the Seller;
(ii) evidence a certificate, dated the Closing Date, signed by an officer of Seller certifying as to incumbency matters and certifying and attaching resolutions of the making or receipt (as applicable) of all sole member of the notices and consents listed on Schedule 3.2(a)(ii)Company approving the Transactions;
(iii) evidence of the termination of each agreement set forth on Schedule 3.2(a)(iiia certificate, in compliance with Treasury Regulations Section 1.1445-2(b), in each casecertifying that Seller, without any Liability to the Buyeror if Seller is a disregarded entity for U.S. federal income Tax purposes, the Company or any of their respective Affiliates following the ClosingSeller’s regarded owner, is not a foreign person;
(iv) the executed resignation letters (or other evidence of resignation) of those directorsletters, managers and officers effective as of the Company or any Closing, of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv)each member of the Board of Directors and officer of the Company;
(v) evidence reasonably satisfactory to Buyer reflecting that the Interests and the assets of the repayment or other settlement by Company are free and clear of all Liens arising under the Company of the Overdue Payables, in an amount not to exceed $2,000,000 in the aggregateIndentures;
(vi) a fully such conveyances and properly completed IRS Form W-9 and a fully and properly executed California Form 590 (Exemption Withholding Certificate)assignment agreements, duly executed by Seller and the SellerCompany, as may be reasonably required to cause all right, title and interest in and to the Excluded Assets (and any Liabilities associated therewith) to be transferred to Seller or its designee;
(vii) evidence of release a mutual Waiver and termination of all Liens on any assets Release, executed by the Company and each director and officer of the Company Company;
(viii) an Assignment of Contracts in substantially the form attached as Exhibit G, executed by Seller or any of its Subsidiaries related Affiliates, as applicable;
(ix) evidence reasonably satisfactory to Buyer that all consents listed on Schedule 4.4, Schedule 5.3(a), and Schedule 5.3(b) have been obtained and are in full force and effect;
(x) the JPM Credit Environmental Responsibilities Addendum, executed by Seller;
(xi) the Side Letter Agreement and the Backstop Agreement, each executed by Seller; and
(viiixii) other documents, instruments or agreements contemplated hereby or reasonably requested by Buyer necessary to consummate the Transaction Documents (other than this Agreement), duly executed by each party thereto other than the Buyer and any of its AffiliatesTransactions.
(b) The Buyer shall:
(i) pay to the Seller, within one (1) Business Day of the Closing Date, by wire transfer of immediately available funds to a bank account or accounts designated in writing by the Seller at least two (2) Business Days before the Closing DateSeller, an amount equal to the Estimated Purchase Price payable pursuant to Section 2.1Closing Payment;
(ii) paydeliver to Seller a certificate, or cause to be paid, within one (1) Business Day of dated the Closing Date, on behalf executed by an officer of Buyer certifying as to incumbency matters and certifying and attaching resolutions of the Company, Manager of Buyer approving the Transactions;
(iii) deliver to Seller Transaction Expenses by wire transfer a copy of immediately available funds or as otherwise directed the Settlement Agreement executed by the parties thereto other than the Company and CSPP;
(iv) pay fifty percent (50%) of the R&W premium to the insurer under the R&W Insurance Policy;
(v) deliver to Seller the Membership Interest Assignment Agreement, executed by Buyer;
(vi) deliver to Seller the Environmental Responsibilities Addendum, executed by Buyer;
(vii) deliver to Seller the Side Letter Agreement and the Backstop Agreement, each executed by the parties thereto other than Seller; and
(iiiviii) at the Closing, deliver to Seller other documents, instruments or agreements contemplated hereby or reasonably requested by Seller necessary to consummate the Seller, the Transaction Documents (other than this Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any such AffiliatesTransactions.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Transactions to be Effected at Closing. (a) At the Closing, the following transactions shall be effected by the Parties:
(a) Seller or the Company shall deliver to the Buyer:
(i) an instrument a duly executed counterpart of assignment the Membership Interest Assignment in the form attached as Exhibit C and such other appropriate instruments of transfer with respect to the Units Interests and any other documents, if any, reasonably necessary or appropriate to sell, assign, transfer and convey to Buyer all right, title and interest in and to the form attached hereto as Exhibit I, duly executed by the SellerInterests;
(ii) evidence a duly executed counterpart of the making or receipt (as applicable) of all of the notices and consents listed on Schedule 3.2(a)(ii)Transition Services Agreement;
(iii) evidence the Environmental Policy Assignment Agreement, duly executed by all of the termination of each agreement set forth on Schedule 3.2(a)(iii)parties thereto, in each case, without any Liability to the Buyer, the Company or any of their respective Affiliates following the Closingextent available after Seller using commercially reasonable efforts to obtain in accordance with Section 7.20;
(iv) the resignation letters (a certificate, in compliance with Treasury Regulations Section 1.1445-2(b), certifying that Seller, or other evidence of resignation) of those directorsif Seller is a disregarded entity for U.S. federal income tax purposes, managers and officers of the Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv)regarded owner, is not a foreign person;
(v) evidence a certificate, signed by an officer of Seller and dated as of the repayment or other settlement by Closing Date, certifying as to the Company of the Overdue Payables, matters set forth in an amount not to exceed $2,000,000 in the aggregateSections 9.1 and 9.2;
(vi) a fully executed resignation letters, effective as of the Closing, of the sole member and properly completed IRS Form W-9 and a fully and properly executed California Form 590 (Exemption Withholding Certificate), duly executed by the Sellerofficers of the Company;
(vii) evidence of release reasonably satisfactory to Buyer reflecting that the Interests and termination of all Liens on any the assets of the Company or are released from and free and clear of all Liens (other than Permitted Liens on such assets), including any of its Subsidiaries related to Liens arising under the JPM Credit Agreement; andSecured Notes Indenture;
(viii) the Transaction Documents (other than this Agreement)Waiver and Release in substantially the form of Exhibit D, duly executed by (A) the Company in favor of the sole member and each officer of the Company, and (B) the sole member and each officer of the Company in favor of the Company, in each case releasing such released party thereto from any possible claims against such released party arising from any act, matter or event arising at or prior to the Closing, other than fraud or illegal conduct;
(ix) the Estoppels, to the extent available after Seller using commercially reasonable efforts to obtain in accordance with Section 7.17;
(x) the Supply Contract, duly executed by Calumet Shreveport;
(xi) those assets required to be transferred pursuant to Schedule 7.19, if applicable in accordance with the terms of Schedule 7.19;
(xii) copies of (x) each Assignment Agreement (as defined in the Disclosure Schedules) entered into in accordance with Schedule 7.1(b)(xiv) or (y) each Back-to-Back Agreement agreed to by the Parties pursuant to Section 7.17(d), in either case duly executed by all of the parties thereto; and
(xiii) other documents, instruments or agreements contemplated hereby or reasonably requested by Buyer and any of its Affiliatesnecessary to consummate the Transactions.
(b) The Buyer shall:
(i) pay to the Seller, within one Seller (1) Business Day of the Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Seller at least two (2) Business Days before the Closing Date, ) an amount equal to the Estimated Purchase Price payable pursuant to Section 2.1Closing Payment;
(ii) paydeliver to Seller a duly executed counterpart of the Transition Services Agreement;
(iii) deliver to Seller the Credit Support Releases, or cause to be paidthe extent available after Buyer using commercially reasonable efforts to obtain in accordance with Section 7.12;
(iv) deliver to Seller a certificate, within one (1) Business Day signed by an officer of Buyer and dated as of the Closing Date, on behalf of certifying as to the matters set forth in Sections 10.1 and 10.2;
(v) the Supply Contract, duly executed by Husky Marketing and Supply Company, the Seller Transaction Expenses by wire transfer of immediately available funds or as otherwise directed by the Seller; and
(iiivi) at deliver other documents, instruments or agreements contemplated hereby or reasonably requested by Seller necessary to consummate the Closing, deliver to the Seller, the Transaction Documents (other than this Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any such AffiliatesTransactions.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Transactions to be Effected at Closing. (a) At the Closing, the Seller or the Company shall deliver to the Buyershall:
(i) deliver to the Buyer, an instrument of assignment with respect to the Units Shares in the form attached hereto as Exhibit IC, duly executed by the Seller;
(ii) deliver to the Buyer, evidence of the making or receipt (as applicable) of all of the notices notices, consents and consents releases listed on Schedule 3.2(a)(ii);
(iii) deliver to the Buyer, evidence of the termination of each agreement set forth on Schedule 3.2(a)(iii), in each case, without any Liability to the Buyer, the Company or any of their respective Affiliates following the Closing;
(iv) deliver to the Buyer, the resignation letters (or other evidence of resignation) of those directors, managers and officers of the Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv);
(v) evidence deliver to the Buyer, a certificate in the form attached hereto as Exhibit D, dated as of the repayment or other settlement Closing Date, duly executed by the Company an authorized officer of the Overdue PayablesCompany, confirming that the conditions set forth in an amount not to exceed $2,000,000 in the aggregateSection 3.3(b)(i), Section 3.3(b)(ii) and Section 3.3(b)(iii) have been satisfied;
(vi) deliver to the Buyer, a fully and properly completed IRS Form W-9 and a fully and properly executed California Form 590 (Exemption Withholding Certificate)W-9, duly executed by the Seller;; and
(vii) evidence of release and termination of all Liens on any assets of the Company or any of its Subsidiaries related deliver to the JPM Credit Agreement; and
(viii) Buyer, the Transaction Documents (other than this Agreement), duly executed by each party thereto other than the Buyer and any of its Affiliates.
(b) The At the Closing, the Buyer shall:
(i) pay deliver to the Seller, within one (1) Business Day evidence reasonably satisfactory to the Seller of the Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Seller at least two (2) Business Days before the Closing Date, an amount equal to the Estimated Purchase Price payable Note Set-Off pursuant to Section 2.1;
(ii) paydeliver to the Seller, or cause to be paida certificate in the form attached hereto as Exhibit E, within one (1) Business Day duly executed by an authorized officer of the Buyer, dated as of the Closing Date, on behalf of confirming that the Company, the Seller Transaction Expenses by wire transfer of immediately available funds or as otherwise directed by the Sellerconditions set forth in Section 3.3(c)(i) and Section 3.3(c)(ii) have been satisfied; and
(iii) at the Closing, deliver to the Seller, the Transaction Documents (other than this Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any such Affiliatesof its Affiliates that are party thereto.
Appears in 1 contract
Sources: Share Purchase Agreement (Hemisphere Media Group, Inc.)
Transactions to be Effected at Closing. (a) At the Closing, the Seller or the Company shall deliver to the Buyer:
(i) an instrument of assignment with respect the Representative shall deliver to the Units Buyer a certificate, in form and substance reasonably acceptable to the form attached hereto as Exhibit IBuyer, duly executed by the SellerRepresentative, setting forth a true, correct and complete list of the name of each holder of ▇▇▇▇▇ Interests and GPS Interests and the number of ▇▇▇▇▇ Interests or GPS Interests held by such Person immediately before the Closing;
(ii) evidence each of ▇▇▇▇▇, GPS, and each Seller (or the making or receipt (as applicableRepresentative on behalf of each Seller) of all of shall deliver to the notices and consents listed on Schedule 3.2(a)(iiBuyer the certificate to be delivered pursuant to Section 9.2(d);
(iii) (x) ▇▇▇▇▇ NewCo shall deliver to the Buyer an interest assignment representing all of the ▇▇▇▇▇ Interests duly executed by ▇▇▇▇▇ NewCo, and (y) GPS NewCo shall deliver to the Buyer an interest assignment representing all of the GPS Interests duly executed by GPS NewCo, in each case of clauses (x) and (y), in form and substance reasonably acceptable to the Buyer;
(iv) the Representative shall or Sellers shall, and shall cause each applicable Acquired Company to, deliver to the Buyer, written evidence in form and substance reasonably acceptable to the Buyer of the termination of each agreement set forth on Schedule 3.2(a)(iii), in each case, without any Liability required to the Buyer, the Company or any of their respective Affiliates following the Closing;
(iv) the resignation letters (or other evidence of resignation) of those directors, managers and officers of the Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv)be terminated pursuant to Section 7.13;
(v) evidence the Representative shall deliver, or cause to be delivered, to the Buyer the resignations required to be delivered by the managers, directors and officers of the repayment or other settlement by the Company of the Overdue PayablesAcquired Companies, in an amount not as applicable, pursuant to exceed $2,000,000 in the aggregateSection 7.14;
(vi) each NewCo and each Seller shall deliver to the Buyer a fully and properly completed IRS Form W-9 and a fully duly and properly executed California IRS Form 590 W-9;
(Exemption Withholding Certificatevii) each of the Sellers and each NewCo shall deliver to the Buyer, and the Sellers shall cause the applicable Acquired Companies to deliver, true and complete copies of all of Restructuring Documents duly executed by the Sellers, each NewCo and each Acquired Company, as applicable (including the limited liability company agreement of ▇▇▇▇▇ entered into by ▇▇▇▇▇ NewCo and ▇▇▇▇▇, in a form mutually agreed between the Buyer and the Representative (the “▇▇▇▇▇ Restructuring LLC Agreement”) and the limited liability company agreement of GPS entered into by GPS NewCo and GPS , in a form mutually agreed between the Buyer and the Representative (the “GPS Restructuring LLC Agreement”));
(viii) the Representative shall deliver to the Buyer the Pay-Off Letters, duly executed by the Sellerapplicable Acquired Companies;
(viiix) evidence of release the Representative shall deliver to the Buyer the Escrow Agreement, duly executed by the Representative;
(x) to the extent Buyer and termination of all Liens on any assets certain key employees of the Company or any Acquired Companies choose to enter into retention agreements, the Representative shall deliver executed copies of its Subsidiaries related such retention agreements executed by the applicable employee of the Buyer (and each of the Sellers shall use commercially reasonable efforts to encourage the JPM Credit Agreementapplicable employees to execute such retention agreements); and
(viiixi) the Transaction Documents (other than this Agreement)Representative, duly executed by each party thereto other than NewCo, ▇▇▇▇▇, GPS, and the Sellers shall deliver to the Buyer and any of its Affiliatesother documents reasonably requested by the Buyer.
(b) The At the Closing, the Buyer shall:
(i) pay pay, or cause to be paid to the SellerRepresentative (on behalf of, within one (1) Business Day and at the direction of the Closing Date▇▇▇▇▇ NewCo), by wire transfer of immediately available funds to a bank account designated in writing by the Seller Representative at least two (2) Business Days before the Closing Date, an amount equal to the ▇▇▇▇▇ Estimated Purchase Price payable pursuant to Section 2.1, which payment shall constitute full satisfaction of the Buyer’s obligations to ▇▇▇▇▇ NewCo and the ▇▇▇▇▇ Sellers under Section 2.1(a)(i);
(ii) pay, or cause to be paidpaid to the Representative (on behalf of, within one and at the direction of GPS NewCo), by wire transfer of immediately available funds to a bank account designated in writing by the Representative at least two (12) Business Day of Days before the Closing Date, an amount equal to the GPS Estimated Purchase Price payable pursuant to Section 2.1, which payment shall constitute full satisfaction of the Buyer’s obligations to GPS NewCo and the GPS Sellers under Section 2.1(b)(i);
(iii) deposit, or cause to be deposited (x) the ▇▇▇▇▇ Adjustment Escrow Amount and the GPS Adjustment Escrow Amount into the ▇▇▇▇▇ Adjustment Escrow Account and GPS Adjustment Escrow Account, as applicable (which accounts shall be segregated accounts and for which all earned interest shall be for the benefit of the Sellers) and (y) the aggregate of the ▇▇▇▇▇ Tax Indemnity Escrow Amount and GPS Tax Indemnity Escrow Amount (such total, being $10,000,000.00, the “Tax Indemnity Escrow Amount”) into the Tax Indemnity Escrow Account (which account shall be segregated accounts and for which all earned interest shall be for the benefit of the Sellers);
(iv) deposit, or cause to be deposited the Special Tax Indemnity Escrow Amount into the Special Adjustment Escrow Account (which account shall be a segregated account and for which all earned interest shall be for the benefit of the Sellers);
(v) pay, or cause to be paid, on behalf of the CompanyAcquired Companies, the Seller Closing Transaction Expenses by wire transfer of immediately available funds or as otherwise as directed by the Seller; andRepresentative, to bank account(s) designated in writing by the Representative at least three (3) Business Days before the Closing Date;
(iiivi) at pay, or cause to be paid, on behalf of the ClosingAcquired Companies (as applicable), deliver all of the Funded Indebtedness in accordance with the Pay-Off Letters to the Sellerapplicable Pay-Off Lenders;
(vii) deliver, or cause to be delivered, the Transaction Documents (other than this AgreementEscrow Agreement(s) to which the Buyer or any of its Affiliates is a partyRepresentative, duly executed by the Buyer Buyer;
(viii) deliver, or cause to be delivered, the certificate to the Representative pursuant to Section 9.3(c);
(ix) deliver, or cause to be delivered, a copy of the R&W Policy, including evidence that the R&W Policy has been bound and any issued; and
(x) deliver, or cause to be delivered, such Affiliatesother documents to the Representative reasonably requested by the Representative.
Appears in 1 contract
Sources: Equity Purchase Agreement (Caseys General Stores Inc)
Transactions to be Effected at Closing. (a) At the Closing, the following transactions shall be effected by the parties:
(a) The Seller or the Company Company, as applicable, shall deliver to the Buyer:
(i) stock certificates representing all of the outstanding Shares, in each case duly endorsed for transfer or accompanied by duly executed stock powers;
(ii) (A) pay-off letters in customary form to the Buyer executed by all Pay-Off Lenders (the “Pay-Off Letters”); (B) documentation setting forth an instrument itemized list of assignment all, and amounts of all, Transaction Expenses, including the identity of each payee, dollar amounts owed, wire instructions and any other information necessary to effect the final payment in full thereof, together with copies of final invoices or other evidence of each such payee acknowledging the invoiced amounts as full and final payment for all services rendered to the Company with respect to the Units amounts set forth therein; (C) full and complete releases of record of all Liens securing any Funded Indebtedness and Transaction Expenses, subject only to the payment of such Funded Indebtedness or Transaction Expenses at the Closing in accordance with the Flow of Funds Memorandum; and (D) evidence that all other Liens not relating to Funded Indebtedness or Transaction Expenses (other than Permitted Liens) on any of the assets of the Company or the Business have been released;
(iii) the original stock records of the Company, books of account, minute books, minutes and other records of all meetings of the Company, and the seal of the Company;
(iv) all consents, qualifications, approvals, waivers or exemptions set forth on Schedule 3.2(a)(iv) hereto, in a form attached hereto and substance reasonably satisfactory to the Buyer, duly executed by the parties to such consents;
(v) duly executed resignation letters from each director or officer of the Company set forth on Schedule 3.2(a)(v) hereto;
(vi) properly completed IRS Form W-9s executed by each of the Company and the Seller dated as Exhibit Iof the Closing Date;
(vii) a certificate of good standing, dated within ten (10) Business Days of the Closing Date, for the Company issued by the Secretary of State of its jurisdiction of incorporation;
(viii) the Transition Services Agreement, duly executed by the Seller;
(iiix) evidence of the making or receipt (an executed IRS Form 8023, as applicable) of all of the notices and consents listed on Schedule 3.2(a)(iifurther described in Section 8.9(a);
(iiix) resolutions providing evidence of Seller’s compliance with the vesting of the account balances of Continuing Employees in Seller’s 401(k) Plan in accordance with Section 7.8(d), the cessation of active participation by Continuing Employees in Seller Benefit Plans as of the Closing Date in accordance with Section 7.8(e), and the termination of the Company as a participating employer in the Seller Deferred Compensation Plan in accordance with Section 7.8(f) hereof;
(xi) evidence of binding as of the termination Closing of each agreement set forth on Schedule 3.2(a)(iii), in each case, without any Liability a six (6) year directors’ and officers’ liability “tail policy” with respect to actions and omissions occurring prior to the Buyer, Closing Date with terms and conditions and limits reasonably satisfactory to the Company or any of their respective Affiliates following Buyer (the Closing;
(iv) the resignation letters (or other evidence of resignation) of those directors, managers and officers of the Company or any of its Subsidiaries whose names are set forth on Schedule 3.2(a)(iv“D&O Tail Policy”);
(vxii) evidence documenting the transfer of employment of the repayment Retained Employees to the Excluded Subsidiary or other settlement by the Company Affiliate of the Overdue Payables, in an amount not to exceed $2,000,000 in the aggregate;
(vi) a fully and properly completed IRS Form W-9 and a fully and properly executed California Form 590 (Exemption Withholding Certificate), duly executed by the Seller;
(vii) evidence of release and termination of all Liens on any assets of the Company or any of its Subsidiaries related to the JPM Credit Agreement; and
(viiixiii) a certificate of the Transaction secretary of the Company, with respect to itself, and the Seller, with respect to itself, setting forth the certified Organizational Documents (of such Person and resolutions of the board of directors of the Seller and the Company authorizing the execution, delivery and performance of this Agreement and the other than this Agreement)documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby and certifying that such Organizational Documents and resolutions have not been amended or rescinded, duly executed by each party thereto other than the Buyer and any of its Affiliatesare in full force and effect.
(b) The Buyer shall:
(i) pay to the Seller, within one (1) Business Day of the Closing Date, by wire transfer of immediately available funds to a bank account designated in writing by the Seller at least two (2) Business Days before the Closing Date, an amount equal to the Estimated Purchase Price payable pursuant to Section 2.1;
(ii) pay, or cause to be paid, within one (1) Business Day of the Closing Date, on behalf of the CompanyCompany or the Seller, the Seller Transaction Expenses by wire transfer of immediately available funds or as otherwise as directed by the Seller;
(iii) pay, or cause to be paid, on behalf of the Company, all of the Funded Indebtedness in accordance with the Pay-Off Letters; and
(iiiiv) at deliver copies of the Closing, deliver to the Seller, the Transaction Documents (other than this Transition Services Agreement) to which the Buyer or any of its Affiliates is a party, duly executed by the Buyer and any such AffiliatesBuyer.
Appears in 1 contract