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 Seller all of the following: (a) a certificate of the secretary or an assistant secretary of Buyer, duly executed as of the Closing Date, certifying (i) the good standing of Buyer under the laws of the State of Virginia and attaching thereto a good standing certificate of Buyer, (ii) a true and correct copy of the Organizational Documents and all amendments thereto of Buyer, (iii) the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, any Buyer Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary Agreement; (b) the certificate contemplated by Section 10.1(d), duly executed by a duly authorized executive officer of Buyer; (c) the duly executed Note executed on behalf of Buyer; (d) (i) a mortgage or deed of trust, as applicable, as security for and in the amount of the Note, encumbering the following Owned Real Property: 00000 Xxxx Xxxx Xxxxxx, Xxxxxx, XX; 0000 Xxxxxxxxxx Xxxx, Montgomery, AL; 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000; and 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, XX, in form and substance reasonably acceptable to Seller; and (ii) mortgage tax affidavits and declarations, if applicable, for each of the properties set forth in (i) above, all in form and substance reasonably acceptable to Seller; (e) duly executed counterparts of the Supply Agreement executed on behalf of Bowlmor AMF Corp.; (f) duly executed counterparts of the Transition Services Agreement executed on behalf of Buyer; (g) duly executed counterparts of the Trademark License Agreement executed on behalf of Buyer; (h) duly executed counterparts of the Software License Agreement executed on behalf of Brunswick Centres and Leiserv; (i) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, if any, completed and properly executed by Buyer; and (j) such other documents and instruments as Seller may reasonably request prior to Closing that are reasonably necessary to consummate the transactions contemplated hereby at the Closing; provided that Buyer shall not be required to provide any documents or instruments that are inconsistent with its obligation to use commercially reasonable efforts to consummate the Closing in accordance with Section 7.3(c); provided, further, that, as between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries, on the other hand, such documents and instruments shall not include any additional representations or warranties or provide for any additional recourse, in each case, that are more expansive than any of the representations, warranties or recourse set forth in this Agreement or any of the other documents or instruments required to be delivered under this Section 4.3 or Section 4.4.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of To further document the conditions set forth in Article IXtransactions contemplated by this Agreement, at the Closing Closing, Buyer shall deliver deliver, or cause to Seller all of the followingbe delivered, to Seller: (a) duly executed counterparts of each of the following agreements or instruments to which Buyer or any Buyer Party is a party: (i) the Transition Services Agreement; (ii) the Trademark License Agreement; and (iii) the Assignment, Assumption, Hold Harmless and Indemnification Agreement; (b) the certificate referred to in Section 11.01(a)(iii); (c) written appointments of individuals replacing each person set forth on a schedule to be prepared and delivered by Buyer to Seller no later than fifteen (15) days prior to the Closing Date as directors or corporate auditors of HLIKK, effective as of the Effective Time; (d) evidence of all approvals, consents and waivers that have been obtained by Buyer and its Affiliates and its and their Representatives by Closing, pursuant to Section 7.03; (e) a certificate of the secretary or an assistant secretary Representative Director of Buyer, duly executed as of the Closing Date, Buyer certifying (i) the good standing of Buyer under the laws of the State of Virginia and attaching that attached thereto a good standing certificate of Buyer, (ii) is a true and correct complete copy of the Organizational Documents and all amendments thereto certificate of Buyer, (iii) the resolutions resolution of Buyer stating that the board of directors of Buyer authorizing has authorized the purchase of the Shares and the execution, delivery and performance of this Agreement, any Buyer Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; other Transaction Agreements to which Buyer is a party and (ivii) incumbency the names and signatures of the officers of Buyer executing authorized to sign this Agreement Agreement, the other Transaction Agreements to which Buyer is a party, and any Buyer Ancillary Agreement; (b) the certificate contemplated by Section 10.1(d)other documents, duly executed by a duly authorized executive officer of Buyer; (c) the duly executed Note executed on behalf of Buyer; (d) (i) a mortgage or deed of trust, as applicable, as security for instruments and in the amount of the Note, encumbering the following Owned Real Property: 00000 Xxxx Xxxx Xxxxxx, Xxxxxx, XX; 0000 Xxxxxxxxxx Xxxx, Montgomery, AL; 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000; and 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, XX, in form and substance reasonably acceptable certificates to Seller; and (ii) mortgage tax affidavits and declarations, if applicable, for each of the properties set forth in (i) above, all in form and substance reasonably acceptable to Seller; (e) duly executed counterparts of the Supply Agreement executed on behalf of Bowlmor AMF Corp.be delivered thereunder; (f) duly executed counterparts a certificate of the Transition Services Representative Executive Officer of Buyer Parent certifying (i) that attached thereto is a true and complete copy of the certificate of resolution of Buyer Parent stating that the investment committee of Buyer Parent has authorized the execution, delivery and performance of this Agreement executed on behalf and the other Transaction Agreements to which Buyer Parent is a party and (ii) the names and signatures of Buyer;the officers of Buyer Parent authorized to sign this Agreement, the other Transaction Agreements to which Buyer Parent is a party, and the other documents, instruments and certificates to be delivered thereunder; and (g) duly executed counterparts of the Trademark License Agreement executed on behalf of Buyer; (h) duly executed counterparts of the Software License Agreement executed on behalf of Brunswick Centres and Leiserv; (i) IRS Form 8023 (and any state forms) such other agreements, documents, instruments or certificates as may be reasonably required to effect the Section 338(h)(10) Elections, if any, completed and properly executed by Buyer; and (j) such other documents and instruments as Seller may reasonably request prior to Closing that are reasonably necessary to consummate effectuate the transactions contemplated hereby at the Closing; provided that Buyer shall not be required to provide any documents or instruments that are inconsistent with its obligation to use commercially reasonable efforts to consummate the Closing in accordance with Section 7.3(c); provided, further, that, as between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries, on the other hand, such documents and instruments shall not include any additional representations or warranties or provide for any additional recourse, in each case, that are more expansive than any of the representations, warranties or recourse set forth in by this Agreement or any of the other documents or instruments required to be delivered under this Section 4.3 or Section 4.4Agreement.

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 Buyer shall deliver to Seller Parent all of the following: (a) if requested in writing by Seller Parent, a certificate of the secretary or an assistant secretary of BuyerBuyer and each Designated Purchaser, duly executed as of dated the Closing Date, certifying in form and substance reasonably satisfactory to Seller Parent, as to (i) no amendments to the good standing certificate of formation, certificate of partnership, certificate of incorporation or other similar charter document, as applicable, of Buyer under the laws of the State of Virginia and attaching thereto a good standing certificate of Buyereach Designated Purchaser since February 6, 2017; (ii) a true the operating agreement, by-laws, partnership agreement or other governing documents, as applicable, of Buyer and correct copy of the Organizational Documents and all amendments thereto of Buyer, each Designated Purchaser; (iii) the resolutions of the board of directors managers, board of directors, managing member or general partner, as applicable, of Buyer and each Designated Purchaser authorizing the execution, delivery execution and performance of this Agreement, any Buyer Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer and each Designated Purchaser executing this Agreement and any Buyer Ancillary Agreement; (b) the certificate contemplated by Section 10.1(d)9.6, duly executed by a duly authorized executive officer of Buyer; (c) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed Note executed on behalf of Buyer; (d) (i) a mortgage the Post-Closing Commercial Agreements, duly executed on behalf of Buyer or deed one of trust, as applicable, as security for and in the amount of the Note, encumbering the following Owned Real Property: 00000 Xxxx Xxxx Xxxxxx, Xxxxxx, XX; 0000 Xxxxxxxxxx Xxxx, Montgomery, AL; 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000; and 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, XX, in form and substance reasonably acceptable to Seller; and (ii) mortgage tax affidavits and declarations, if applicable, for each of the properties set forth in (i) above, all in form and substance reasonably acceptable to Sellerits Affiliates; (e) the Subcontract Agreement, duly executed counterparts of the Supply Agreement executed on behalf of Bowlmor AMF Corp.Buyer or one of its Affiliates; (f) the Multiparty Shared Client Contract Relationship Agreement, duly executed counterparts on behalf of Buyer or one of its Affiliates; (g) the Transition Services Agreement Subleases, duly executed on behalf of Buyer or one of its Affiliates; (h) the Intellectual Property Cross License Agreement, duly executed on behalf of Buyer; (gi) the Transition Services Agreement, duly executed counterparts of the Trademark License Agreement executed on behalf of Buyer; (hj) the Canada Business Employee Services Agreement, duly executed counterparts of the Software License Agreement executed on behalf of Brunswick Centres and LeiservBuyer or an Affiliate of Buyer; (ik) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) ElectionsDC Asset Transfer Agreement, if any, completed and properly duly executed by on behalf of Buyer or an Affiliate of Buyer; and (jl) such other documents and instruments as Seller may reasonably request prior to Closing that are reasonably necessary to consummate the transactions contemplated hereby at the Closing; provided that Buyer shall not be required to provide any documents or instruments that are inconsistent with its obligation to use commercially reasonable efforts to consummate the Closing in accordance with Section 7.3(c); providedTransitional Trademark License Agreement, further, that, as between Buyer and its Subsidiaries, duly executed on the one hand, and Seller and its Subsidiaries, on the other hand, such documents and instruments shall not include any additional representations or warranties or provide for any additional recourse, in each case, that are more expansive than any behalf of the representations, warranties or recourse set forth in this Agreement or any of the other documents or instruments required to be delivered under this Section 4.3 or Section 4.4Buyer.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article IX9, at the Closing Buyer shall also deliver to Seller all of the following: (a) a A certificate of the secretary Secretary or an assistant secretary Assistant Secretary (or other similar official) of Buyer, duly executed as Buyer certifying to the approval of the Closing Date, certifying (i) the good standing of Buyer under the laws of the State of Virginia execution and attaching thereto a good standing certificate of Buyer, (ii) a true and correct copy of the Organizational Documents and all amendments thereto of Buyer, (iii) the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, any Buyer Ancillary Agreement and the consummation of the transactions contemplated hereby hereby, and thereby; and (iv) the incumbency and signatures of the officers of persons authorized by Buyer executing to execute this Agreement and any each Buyer Ancillary Document or instrument executed by Buyer in connection with this Agreement; (b) A certificate of existence of Buyer issued as of a recent date by the certificate contemplated by Section 10.1(d), duly executed by a duly authorized executive officer Secretary of BuyerState of the State of Indiana; (c) the The Assignment and Assumption Agreement, duly executed Note executed on behalf of by Buyer; (d) The sublease agreement (ithe “GE Capital Sublease”) a mortgage or deed of trustrelating to the trailers listed on Schedule 4.1 and leased by Seller from GE Capital (the “Leased Trailers”), as applicable, as security for and in the amount form of the NoteExhibit E, encumbering the following Owned Real Property: 00000 Xxxx Xxxx Xxxxxx, Xxxxxx, XX; 0000 Xxxxxxxxxx Xxxx, Montgomery, AL; 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000; and 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, XX, in form and substance reasonably acceptable to Seller; and (ii) mortgage tax affidavits and declarations, if applicable, for each of the properties set forth in (i) above, all in form and substance reasonably acceptable to Sellerduly executed by Buyer; (e) An information technology services agreement (the “IT Services Agreement”), in the form of Exhibit F, duly executed counterparts of the Supply Agreement executed on behalf of Bowlmor AMF Corp.by Buyer; (f) The services agreement (the “Services Agreement”), in the form of Exhibit G, duly executed counterparts of the Transition Services Agreement executed on behalf of by Buyer; (g) A lease and services agreement (the “Fort Xxxxx Lease”), pursuant to which Buyer will lease a portion of the premises in Fort Xxxxx, Indiana owned by Seller, and perform certain services relating thereto, in the form of Exhibit H, duly executed counterparts of the Trademark License Agreement executed on behalf of by Buyer; (h) A rental agreement for parking space (the “Rental Agreement for Fort Xxxxx Parking Space”), pursuant to which Buyer will provide the use of certain parking spaces at the Facility, in the form of Exhibit J, duly executed counterparts of the Software License Agreement executed on behalf of Brunswick Centres and Leiservby Buyer; (i) IRS Form 8023 A sublease agreement for each parcel of leased real property that will be subleased to Buyer by Seller for operation of a cross-dock and the provision of transportation services (and any state forms) as required to effect collectively, the Section 338(h)(10) Elections“Cross-Dock Subleases”), if anyin the form of Exhibit J, completed and properly each duly executed by Buyer; (j) A sublease agreement for a 43,000 square foot distribution center located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxx that will be subleased to Buyer by Seller (the “Distribution Center Sublease”), in the form of Exhibit K, duly executed by Buyer; (k) The trademark license agreement (the “Trademark License Agreement”), in the form of Exhibit L, duly executed by Buyer; (l) A certificate of the President or a Vice President of Buyer as to the accuracy of Buyer’s representations and warranties as of the date of this Agreement and as of the Closing, in accordance with Section 10.3 and as to Buyer’s compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 10.3; and (jm) such Such other documents assumption agreements and instruments as Seller may reasonably request prior to Closing that are reasonably or as may be otherwise necessary to consummate evidence and effect the transactions contemplated hereby at assumption by Buyer of the Closing; provided that Assumed Liabilities. In addition to the above deliveries, Buyer shall not take all steps and actions as Seller may reasonably request or as may otherwise be required necessary to provide any documents or instruments that are inconsistent with its obligation to use commercially reasonable efforts to consummate the Closing in accordance with Section 7.3(c); provided, further, that, as between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries, on the other hand, such documents and instruments shall not include any additional representations or warranties or provide for any additional recourse, in each case, that are more expansive than any evidence Buyer’s assumption of the representations, warranties or recourse set forth in this Agreement or any of the other documents or instruments required to be delivered under this Section 4.3 or Section 4.4Assumed Liabilities.

Buyer’s Additional Closing Date Deliveries. Subject to fulfillment the satisfaction or waiver (where permissible) of the conditions set forth in Article IXARTICLES IX and X, at the Closing Buyer shall, or shall cause its applicable Affiliate to, deliver to Seller or its applicable Affiliate all of the following: (a) a certificate Certificate of the secretary or an assistant secretary of Buyer, duly executed as of dated the Closing Date, certifying in form and substance reasonably satisfactory to Seller, as to (i) no amendments to the good standing charter or similar organizational document of Buyer under the laws of the State of Virginia and attaching thereto since a good standing certificate of Buyer, specified date; (ii) no amendments to the bylaws or similar organizational document of Buyer since a true and correct copy of the Organizational Documents and all amendments thereto of Buyer, specified date; (iii) the resolutions of the board Board of directors Directors or other governing body of Buyer authorizing the execution, delivery execution and performance of this Agreement, any Buyer Ancillary Agreement to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Buyer executing this Agreement and any Buyer Ancillary AgreementAgreement to which Buyer is a party; (b) the The certificate contemplated by Section 10.1(d), SECTION 10.5 duly executed by a duly authorized executive officer of Buyer; (c) the duly The Bill of Sale, Assignment and Assumption Agreement xxxx executed Note executed on behalf of Buyerby Buyer or its Subsidiary; (d) (i) The Brazil Purchase Agreement duly executed by a mortgage or deed Subsidiary of trust, as applicable, as security for and in Buyer organized under the amount laws of the Note, encumbering the following Owned Real Property: 00000 Xxxx Xxxx Xxxxxx, Xxxxxx, XX; 0000 Xxxxxxxxxx Xxxx, Montgomery, AL; 0000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000; and 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, XX, in form and substance reasonably acceptable to Seller; and (ii) mortgage tax affidavits and declarations, if applicable, for each of the properties set forth in (i) above, all in form and substance reasonably acceptable to SellerBrazil; (e) The Greece Purchase Agreement duly executed counterparts of the Supply Agreement executed on behalf of Bowlmor AMF Corp.by Buyer or its Subsidiary; (f) The Australia Purchase Agreement duly executed counterparts of the Transition Services Agreement executed on behalf of Buyerby Buyer or its Subsidiary; (g) The Mexico Purchase Agreement duly executed counterparts of the Trademark License Agreement executed on behalf of Buyerby Buyer or its Subsidiary; (h) If required by Requirements of Law, the UK Purchase Agreement duly executed counterparts of the Software License Agreement executed on behalf of Brunswick Centres and Leiservby Buyer or its Subsidiary; (i) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, if any, completed and properly The License Agreement--Branded Apparel Philippines duly executed by Buyer; (j) The Patent License Agreement duly executed by Buyer or its Subsidiary; (k) The Distributorship Agreements--Branded Apparel Mexico duly executed by Buyer or its Subsidiary; (l) The Distribution Agreement--Air Fresheners Mexico duly executed by Buyer or its Subsidiary; (m) The Distribution Agreement--Coffee Japan duly executed by Buyer or its Subsidiary; (n) The Distribution Agreement--Household & Body Care, Coffee and Tea Philippines duly executed by Buyer or its Subsidiary; (o) The Transition Services Agreement duly executed by Buyer or its Subsidiary; (p) The Trademark and Trade Name License Agreement--Sara Lee Argentina duly executed by Buyer or its Sxxxxxxxxy; (q) The Trademark and Trade Name License Agreement--Sara Lee Brazil duly executed by Buyer or its Subsxxxxxx; (r) The Trademark and Trade Name License Agreement--Sara Lee Philippines duly executed by Buyer or its Xxxxxxxary; (s) The Trademark and Trade Name License Agreement--Sara Lee Uruguay duly executed by Buyer or its Subxxxxxxx; (t) The SWIPE Agreement duly executed by Buyer or its Subsidiary; (u) The Trademark Assignment Agreements duly executed by Buyer or its Subsidiary; (v) The Domain Name Assignment Agreements duly executed by Buyer or its Subsidiary; (w) The Copyright Assignment Agreements duly executed by Buyer or its Subsidiary; (x) Any transfer Tax declarations required to be executed or filed in connection with the Sale of the Owned Real Property; and (jy) such Such other instruments of transfer, conveyance, assignment and assumption and powers of attorney and similar documents and instruments as Seller may reasonably request prior to Closing that are reasonably necessary to consummate the transactions contemplated hereby at the Closing; provided that Buyer shall not be or as required to provide any documents or instruments that are inconsistent with its obligation to use commercially reasonable efforts to consummate the Closing in accordance with Section 7.3(c); provided, further, that, as between Buyer and its Subsidiaries, on the one hand, and Seller and its Subsidiaries, on the other hand, such documents and instruments shall not include any additional representations or warranties or provide for any additional recourseby Requirements of Law, in each case, that are more expansive than any of to effect the representations, warranties transactions contemplated by this Agreement and without representation by or recourse set forth in this Agreement to Buyer or any of the other documents or instruments required to be delivered under this Section 4.3 or Section 4.4its Affiliates.