Common use of Buyer’s Additional Closing Date Deliveries Clause in Contracts

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent all of the following: -- (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to (i) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer; (c) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IXArticles IX and X, at the Closing Buyer shall deliver to Parent Seller all of the following: --: (a) Certificate certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentSeller, as to (i) no amendments to the certificate of incorporation of Buyer since a specified date; (ii) the bylaws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any the Buyer Ancillary Agreement Agreements and the transactions contemplated hereby and thereby; and (iiiv) incumbency and signatures of the officers of Buyer executing this Agreement and or any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumptioncertificate contemplated by Section 9.5, each duly executed by a duly authorized officer of Buyer; (c) The certificate contemplated by Section 10.1the Club Xxxxx Xx Licensed Departments Agreement, the Private Brands Agreement and the Transition Services Agreement, in each case duly executed by a ------------ on behalf of Buyer; (d) the Xxxx of Sale, Assignment and Assumption Agreement and the Assignment and Assumption Agreement (Real Estate) (which shall be modified to conform to the particular requirements of the jurisdictions in which the Real Estate is located), in each case duly authorized officer executed on behalf of Buyer; and (de) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless any real estate transfer Tax declarations required to be executed or filed in connection with the Downers Grove transfer of the Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may beEstate.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IXVIII, at the Closing Closing, Buyer shall deliver to Parent Seller all of the following: --: (a) a copy of Buyer's Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentSeller, as to to: (i) no amendments to the Certificate of Incorporation of Buyer since the date of the certificate specified in clause (a) above; (ii) the By-laws of Buyer in effect as of the Closing Date; and (iii) the resolutions of the Board board of Directors directors of Buyer authorizing the execution and performance of this Agreement, any each Buyer Ancillary Agreement to which Buyer is a party and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (bd) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer; (c) The certificate contemplated by Section 10.19.1, duly executed by a ------------ duly authorized officer of BuyerBuyer and Guarantor; and (de) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease each other Buyer Ancillary Agreement (unless the Downers Grove Real Property to which Buyer is not an Affiliate of Buyer)a party, each duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent Aon, in addition to the Preliminary Purchase Price, all of the following: --: (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentAon, as to to: (i) the Certificate of Incorporation of Buyer; (ii) the By-Laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iiiv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and AssumptionAon Transition Services Agreement, each duly executed by Buyerthe Company and if not previously executed, the Sterling Transition Services Agreement duly executed by the Company; (c) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing AgreementAll consents, Transitional Services Agreement, Trademark License Agreements waivers and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed approvals that are obtained by Buyer or an Affiliate with respect to the consummation of Buyer, as the case may be.transactions contemplated by this Agreement pursuant to Articles IX and X.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IXVIII, at the Closing Closing, in addition to the items described in Section 3.2, Buyer shall deliver to Parent Seller and the Company all of the following: --: (a) Certificate of the secretary or an assistant secretary of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Parentthe Seller Representative, as to to: (i) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any each Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (ii) the incumbency and signatures of the officers of Buyer executing this Agreement and any the Buyer Ancillary AgreementAgreements; (b) The SMHC Instrument certificates contemplated by Section 9.1 and Section 9.2, duly executed by a duly authorized officer of Assignment and Assumption and the Strategic Instrument of Assignment and AssumptionBuyer; (c) The Escrow Agreement, each duly executed by Buyer; (cd) The certificate contemplated by Section 10.1Guaranty, duly executed by a ------------ duly authorized officer of Buyer; and (de) The Manufacturing AgreementNote, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may beCompany.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Closing, Buyer shall deliver to Parent Seller, in addition to the Purchase Price, all of the following: --: (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentSeller, as to to: (i) the Articles of Incorporation of Buyer; (ii) the By-Laws of Buyer; (iii) the resolutions of the Board board of Directors directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iiiv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and AssumptionTransition Services Agreement, each duly executed by Buyer; (c) The Software License, duly executed by Buyer; (d) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (de) The Manufacturing AgreementAll consents, Transitional Services Agreement, Trademark License Agreements waivers and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed approvals that may be obtained by Buyer or an Affiliate with respect to the consummation of Buyer, as the case may betransactions contemplated by this Agreement.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing ---------- Buyer shall deliver to Parent Tribune all of the following: --: (a) Copies of Buyer's Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (b) Certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the Secretary of State of Delaware; (c) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentTribune, as to (i) no amendments to the Certificate of Incorporation of Buyer since a specified date; (ii) the by-laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and therebyby this Agreement; and (iiiv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer; (c) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent the Sellers all of the following: --: (a) Copies of Buyer's Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (b) Certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (c) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentLMC, as to (i) no amendments to the Certificate of Incorporation of Buyer since the date of the certificate specified in clause (a) above; (ii) the By-Laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement to which Buyer is a party and the transactions contemplated hereby and thereby; and (iiiv) incumbency and signatures of the officers of Buyer executing this Agreement and any Ancillary Agreement to which Buyer Ancillary Agreementis a party; (bd) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer;'s signature pages to any Ancillary Agreements to which it is a party; and (ce) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IXARTICLE IX and ARTICLE X, at the Closing Closing, Buyer shall deliver to Seller Parent all of the following: --: (a) Certificate a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller Parent, as to (i) no amendments to the Declaration of Trust since a specified date; (ii) the resolutions of the Board board of Directors trustees of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iiiii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumptioncertificate contemplated by Section 10.5, each duly executed by a duly authorized officer of Buyer; (c) The certificate contemplated by Section 10.1the Transition Services Agreement, duly executed by a ------------ on behalf of Buyer; (d) the Instrument of Assumption (Company), duly authorized officer executed on behalf of Buyer; (e) the Instrument of Assumption (Company Affiliate), duly executed on behalf of Buyer; (f) the Xxxx of Sale (Company), duly executed on behalf of Buyer; (g) the Xxxx of Sale (Company Affiliate), duly executed on behalf of Buyer; (h) the Xxxx of Sale (Seller Parent), duly executed on behalf of Buyer; and (di) The Manufacturing Agreementthe Intellectual Property Assignment Instrument, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate on behalf of Buyer, in substantially the form attached hereto as the case may be.Exhibit F.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IXVIII, at the Closing Closing, Buyer shall deliver to Parent Seller all of the following: --: (a) a copy of Buyer’s Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentSeller, as to to: (i) no amendments to the Certificate of Incorporation of Buyer since the date of the certificate specified in clause (a) above; (ii) the By-laws of Buyer in effect as of the Closing Date; and (iii) the resolutions of the Board board of Directors directors of Buyer authorizing the execution and performance of this Agreement, any each Buyer Ancillary Agreement to which Buyer is a party and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (bd) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer; (c) The certificate contemplated by Section 10.19.1, duly executed by a ------------ duly authorized officer of BuyerBuyer and Guarantor; and (de) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease each other Buyer Ancillary Agreement (unless the Downers Grove Real Property to which Buyer is not an Affiliate of Buyer)a party, each duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer Closing, the Buyers shall deliver to Parent the Selling Stockholders all of the following: --: (a) Certificate Certificates of good standing of the Buyers issued as of a recent date by the Secretary of State of the State of Delaware or other jurisdiction of formation; (b) Certificates of the secretary or an assistant secretary of Buyerthe Buyers, dated the Closing Date, in form and substance reasonably satisfactory to Parentthe Selling Stockholders, as to (i) the Charter (or other governing organizational document) of the Buyers; (ii) the By-Laws of the Buyers; (iii) the resolutions of the Board of Directors of Buyer the Buyers authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iiiv) incumbency and signatures of the officers of Buyer the Buyers executing this Agreement and any Buyer Ancillary Agreement; (bc) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and AssumptionTransition Services Agreement, each duly executed by Buyerthe Buyers; (cd) The Xxxxx Corning® Essentials® License Agreement, duly executed by Norandex; (e) The Xxxxx Corning Patent License Agreement, duly executed by ESI and CertainTeed; and (f) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may beBuyers.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent Seller all of the following: -- (a) Copies of Buyer's charter certified as of a recent date by the Secretary of State of the State of New York; (b) Certificate of good standing (or other equivalent certification, if any) of Buyer issued as of a recent date by the Secretary of State of the State of New York; (c) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentSeller, as to (i) the lack of amendments to the charter of Buyer since the date of the certificate specified in clause (a) above; (ii) the by-laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iiiv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement;; and (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer; (cd) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent Seller all of the following: --: (a) Certificate a certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentSeller, as to (i) the resolutions of the Board board of Directors directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement Agreements and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by BuyerAgreements; (c) The the certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; (d) the Instrument of Assumption duly executed by Buyer; and (de) The Manufacturing Agreement, Transitional the Member Services Agreement, Trademark License Agreements the ScriptLINE Sublicense Agreement, the Transition Services Agreement and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer)Subcontract Services Agreement, in each case duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent Aon, in addition to the Preliminary Purchase Price, all of the following: --: (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to ParentAon, as to to: (i) the Certificate of Incorporation of Buyer; (ii) the By-Laws of Buyer; (iii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (iiiv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer; (c) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; (c) All consents, waivers and approvals that may be obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement or the Buyer Ancillary Agreements; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Each Buyer Ancillary Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an the Affiliate of Buyer, as the case may beBuyer party thereto.

Buyer’s Additional Closing Date Deliveries. Subject to ------------------------------------------ fulfillment or waiver (where permissible) of the conditions set forth in Article ------- ARTICLE IX, at the Closing Buyer shall deliver to Parent all of the following: --: (a) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to (i) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and Assumption, each duly executed by Buyer; (c) The certificate contemplated by Section SECTION 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may be.

Buyer’s Additional Closing Date Deliveries. Subject At the Closing, Buyer is, in addition to ------------------------------------------ fulfillment or waiver (where permissible) of those items listed in Section 2.3, is delivering to the conditions set forth in Article ------- IX, at the Closing Buyer shall deliver to Parent Sellers’ Representative all of the following: --: (a) Copy of Buyer’s Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (b) Certificate of good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (c) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Parentthe Sellers, as to (i) no amendments to the Certificate of Incorporation of Buyer since the date specified in the certificate delivered pursuant to clause (a) above; (ii) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, the Escrow Agreement any Buyer Ancillary Agreement and the transactions contemplated hereby and thereby; thereby and (iiiii) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (bd) A properly completed and duly executed IRS Form 8023 making the Section 338(h)(10) Election with respect to the purchase of Xxxxxxx Holdco; and (e) The SMHC Instrument of Assignment and Assumption and the Strategic Instrument of Assignment and AssumptionEscrow Agreement, each duly executed by Buyer; (c) The certificate contemplated by Section 10.1, duly executed by a ------------ duly authorized officer of Buyer; and (d) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements and Lease Agreement (unless the Downers Grove Real Property Buyer is not an Affiliate of Buyer), each duly executed by Buyer or an Affiliate of Buyer, as the case may be.