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Parent to the effect set forth in Sections 10.1 and 10.2, which certificate
shall have the effect of a representation and warranty made by Purchaser and
Parent on and as of the Closing Date.
10.4 Satisfactory to Seller's Counsel. All actions, proceedings,
instruments and documents required to carry out this Agreement or incidental
thereto and all other related legal matters shall have been satisfactory to
Wolff & Samson, P.A., counsel for Seller.
10.5 Assurance from Tax Advisors. Seller shall have received assurance
from its tax advisors, in form and substance reasonably acceptable to Seller,
that the transaction contemplated hereby will not affect the tax-free status of
the Spin-off.
ARTICLE XI
CLOSING
11.1 Performance by Seller. At the Closing, concurrently with
performance by Purchaser and Parent of their respective obligations to be
performed at the Closing:
(a) Conveyances. Seller shall execute and deliver to Purchaser, in
form and substance acceptable to Purchaser (i) a Bill of Sale and Assignment in
substantially the form attached hereto as Exhibit A conveying to Purchaser all
items of personalty included among the Assets, assignments of each of the
contracts, leases, arrangements and commitments listed on Schedule 2.1A; (ii)
all other assignments, endorsements and instruments of transfer as shall be
necessary or appropriate to carry out the intent of this Agreement and as shall
be sufficient to vest in Purchaser title to all of the Assets and all right,
title and interest of Seller thereto and (iii) all other Additional Documents to
which Seller is a party. If requested by Purchaser, such documents shall be in a
form suitable for recording and shall be consented to by any third parties to
such agreements.
(b) Records. Except as may be necessary for the proper fulfillment
of its obligations under the Transition Agreement, Seller shall deliver to
Purchaser all documents, agreements, reports, books, records and accounts
pertaining specifically to the Assets that are in Seller's possession,
including, but not limited to, the list of Material Permits attached as Schedule
4.6.
(c) Certificates. Seller shall execute and deliver to Purchaser
such certificates as may be reasonably requested by the Purchaser, including,
but not limited to, an Incumbency Certificates and an officer's certificates
certifying that the representations and warranties contained herein are true.
(d) Certificates of Authorities. Seller shall deliver to Purchaser
(i) certificates of the Secretary of State of Delaware, each dated as of a date
not more than twenty (20) days prior to the Closing Date, attesting to the
organization, existence and good standing of Seller and PFSweb and (ii) a copy,
certified by an authorized officer of each of Seller and PFSweb, of resolutions
duly adopted by the Board of Directors of each of Seller and PFSweb duly
authorizing the transactions contemplated in this Agreement.