Common use of Buyer’s Additional Deliveries Clause in Contracts

Buyer’s Additional Deliveries. Subject to fulfilment or waiver of the conditions set forth in ARTICLE IX, at Closing, Buyer shall deliver to Seller all the following: (a) Copies of Buyer’s articles of association, memorandum of association and the registrar’s certificate of good standing, certified as true copies by any authorized director of Buyer; (b) Certificate of any duly authorized director of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that (i) no amendments to the memorandum and articles of association of Buyer have been made since a specified date; (ii) the resolutions of the board of directors of Buyer authorizing the execution Table of Contents and performance of this Agreement, the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer executing this Agreement, the Promissory Note and any Buyer Ancillary Agreement are valid and binding on Buyer; (c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;

Buyer’s Additional Deliveries. Subject to fulfilment or waiver of the conditions set forth in ARTICLE IX, at At Closing, Buyer shall deliver to Seller all of the following: (a) Copies An amended and restated Note in the form attached hereto as Exhibit B (the “Amended and Restated Note”) pursuant to which Buyer will assume the obligations of the Company under the Note, and Seller agrees that Buyer’s articles of association, memorandum of association obligations under the Amended and Restated Note replace the Company’s obligations under the Note and Loan Agreement and the registrar’s certificate latter two shall be, as of good standingthe Effective Time, certified as true copies by null and void (with any authorized director amounts owing under the Note considered “Indebtedness” under the definition thereof being forgiven upon the delivery of Buyerthe Amended and Restated Note at the Closing)1; (b) Certificate A certificate of any duly authorized director the secretary of Buyer, dated the Closing Date, in form certifying that attached thereto are true, correct and substance reasonably satisfactory to Sellercomplete copies of (A) the Articles of Incorporation of Buyer, confirming that (i) with no amendments to the memorandum and articles of association of Buyer have been made thereto since a specified date; (iiB) the by-laws of Buyer; (C) the resolutions of the board of directors of Buyer (i) authorizing the execution Table of Contents execution, delivery and performance of this Agreement, Agreement and the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passedthereby; and (iiiD) the incumbency and signatures of the representatives officers of Buyer executing this Agreement, Agreement or any of the Promissory Note and any Buyer Ancillary Agreement are valid and binding on BuyerAgreements; (c) Certificate of any duly authorized director A good standing certificate of Buyer Guarantor, dated within ten (10) business days of the Closing Date, in form and substance reasonably satisfactory ; and (d) A counterpart signature page of all Buyer Ancillary Agreements. 1 Note to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments Buyer: Subject to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;tax review.

Buyer’s Additional Deliveries. Subject to fulfilment fulfillment or waiver of the conditions set forth in ARTICLE IXSection 8.1, at the Closing, Buyer shall deliver to Seller Sellers all the following: (a) Copies Copy of BuyerR&G’s articles Certificate of association, memorandum of association and the registrar’s certificate of good standing, Incorporation certified as true copies of a recent date by any authorized director of Buyerthe appropriate office in Hong Kong; (b) Copy of ZYTX’s Certificate of any duly authorized director Incorporation (or equivalent) certified as of Buyera recent date by the appropriate office in The People’ Republic of China; (c) Certificate of good standing of R&G (or the equivalent) issued as of a recent date by the appropriate office in Hong Kong; (d) Certificate of good standing of ZYTX (or the equivalent) issued as of a recent date by the appropriate office in The People’s Republic of China; (e) Certificate of the corporate secretary of R&G, dated the Closing Date, in form and substance reasonably satisfactory to SellerSellers, confirming that as to (i) no amendments to the memorandum and articles Certificate of association Incorporation of Buyer have been made R&G since a specified date; (ii) the Charter of R&G; (iii) the resolutions of the board Board of directors Directors of Buyer R&G (or the equivalent) authorizing the execution Table of Contents and performance of this Agreement, the Promissory Note, Buyer Ancillary Agreements Agreement and the transactions contemplated hereby and thereby have been duly passedhereby; and (iiiiv) the incumbency and signatures of the representatives officers of Buyer R&G executing this Agreement, the Promissory Note Agreement and any Buyer Ancillary Agreement are valid and binding on Buyer;Agreement; and (cf) Certificate of any duly authorized director the corporate secretary of Buyer GuarantorZYTX, dated the Closing Date, in form and substance reasonably satisfactory to SellerSellers, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that to (i) no amendments to the memorandum and articles Certificate of association Incorporation of Buyer Guarantor have been made ZYTX since a specified date; (ii) the Charter of ZYTX; (iii) the resolutions of the board Board of directors Directors of Buyer Guarantor ZYTX (or the equivalent) authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passedhereby; and (iiiiv) the incumbency and signatures of the representatives officers of Buyer Guarantor ZYTX executing this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid Buyer Ancillary Agreement; and (g) The certificates contemplated by Section 8.2(a)-(b), duly executed by an authorized officer of R&G and binding on Buyer Guarantor;an authorized officer of ZYTX.

Buyer’s Additional Deliveries. Subject to fulfilment fulfillment or waiver of the conditions set forth in ARTICLE IXArticle 7, at the Closing, Buyer shall deliver to Seller all of the following: (a) Copies a copy of Buyer’s the articles of associationincorporation, memorandum of association and the registrar’s certificate of good standingformation, or other applicable formation documents of Buyer certified by the Secretary of State of the State of Delaware as true copies by any authorized director of a date not earlier than ten (10) days prior to the Closing Date, and a copy of the bylaws or limited liability company agreement of Buyer; (b) Certificate a certificate of any duly authorized director good standing of Buyer issued as of a date not earlier than ten (10) days prior to the Closing Date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that as to (i) the organizational documents delivered pursuant to Section 3.3(a), (ii) no amendments to any of the memorandum and articles of association organizational documents of Buyer have been made since a specified date; made, and (iiiii) the resolutions of the board of directors of Buyer authorizing the execution Table of Contents execution, delivery and performance of this Agreement, Agreement and the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby by this Agreement and thereby have been duly passed; and the Ancillary Agreements; (iiid) the certificate of Buyer contemplated by Section 7.3(c), duly executed by an authorized officer of Buyer; (e) an incumbency and signatures of specimen signature certificate with respect to the representatives officers of Buyer executing this Agreement, or any other document delivered pursuant to the Promissory Note and any Buyer Ancillary Agreement are valid and binding terms of this Agreement, on behalf of Buyer; (cf) Certificate the Joint Closing Notice contemplated by the Escrow Agreement, duly executed by an authorized officer of any duly authorized director Buyer; (g) a legal opinion of Buyer Guarantor, dated the Closing Date, Buyer’s counsel in a form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies counsel; and (h) without limitation by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions specific enumeration of the board of directors of foregoing, all other documents reasonably required from Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and to consummate the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing by this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;.

Buyer’s Additional Deliveries. Subject to fulfilment fulfillment or waiver of the conditions set forth in ARTICLE IXArticle 9, at Closing, Buyer shall deliver to Seller Sellers all the following: (a) Copies a copy of Buyer’s articles Certificate of association, memorandum of association and the registrar’s certificate of good standing, Formation certified as true copies of a recent date by any authorized director the Secretary of BuyerState of the State of Delaware; (b) Certificate a certificate of any duly authorized director 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 SellerSellers, confirming that as to (i) no amendments to the memorandum and articles of association Charter Document of Buyer have been made since a specified datethe date of the certified copy delivered pursuant to clause (a) above; (ii) the operating agreement of Buyer; (iii) the resolutions of the board of directors Governing Body of Buyer authorizing the execution Table of Contents execution, delivery and performance of this Agreement, Agreement and the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passedthereby; and (iiiiv) the incumbency and signatures of the representatives officers of Buyer executing this Agreement, the Promissory Note Agreement and any Buyer Ancillary Agreement are valid and binding on Agreement; (d) the certificate of Buyer contemplated by Section 10.1 duly executed by an authorized officer of Buyer; (ce) Certificate an opinion of any counsel to Buyer substantially in the form contained in Exhibit A; (f) the Warranty Administration Agreement duly authorized director executed by Buyer; (g) the Employment Agreements duly executed by Buyer; (h) the Right of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies First Offer Agreement duly executed by such director and confirming that Buyer; (i) no amendments to the memorandum Assignment and articles of association of Buyer Guarantor have been made since a specified date; Assumption Agreement (iiincluding the Copyright Assignment and the Trademark and Domain Name Assignment, if applicable, substantially in the forms attached hereto as Exhibits N and O, respectively) duly executed by Buyer; (j) the resolutions Assignment and Assumption of Contracts duly executed by Buyer, (k) the board Assignment and Assumption of directors Leases duly executed by Buyer; (l) the Assignment of Buyer Guarantor authorizing Option Documents duly executed by Buyer; (m) a certificate evidencing Fxxxxxx/Rxxxxxx LLC’s fifty percent (50%) membership interest in TE/TOUSA, LLC; and (n) such other documents and instruments as Sellers may reasonably request for facilitating the execution and consummation or performance of this Agreement and the General Purchase Agreement and any of the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing by this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;.

Buyer’s Additional Deliveries. Subject to fulfilment or waiver of the conditions set forth in ARTICLE IX, at Closing, Buyer shall deliver to Seller all the following: (a) Copies of Buyer’s articles of association, memorandum of association and the registrar’s certificate of good standing, certified as true copies by any authorized director of Buyer; (b) Certificate of any duly authorized director of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that (i) no amendments to the memorandum and articles of association of Buyer have been made since a specified date; (ii) the resolutions of the board of directors of Buyer authorizing the execution Table of Contents and performance of this Agreement, the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer executing this Agreement, the Promissory Note and any Buyer Ancillary Agreement are valid and binding on Buyer; (c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;

Buyer’s Additional Deliveries. Subject to fulfilment fulfillment or waiver of the conditions set forth in ARTICLE IX, at Closing, Closing Buyer shall deliver to Seller all the following: (a) Copies of Buyer’s articles 's Certificate of association, memorandum of association and the registrar’s certificate of good standing, Incorporation certified as true copies of a recent date by any authorized director the Secretary of BuyerState of the State of Delaware; (b) Certificate of any duly authorized director 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 Seller, confirming that as to (i) no amendments to the memorandum and articles Certificate of association Incorporation of Buyer have been made since a specified date; (ii) the resolutions by-laws of the board of directors of Buyer authorizing the execution Table of Contents and performance of this Agreement, the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passedBuyer; and (iii) the incumbency and signatures of the representatives of Buyer executing this Agreement, the Promissory Note and any Buyer Ancillary Agreement are valid and binding on Buyer; (c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board Board of directors Directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passedhereby; and (iiiiv) the incumbency and signatures of the representatives officers of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any Buyer Ancillary Agreement; (d) The Instrument of Assumption duly executed by Buyer, contained in EXHIBIT B; (e) The certificate contemplated by SECTION 9.1, duly executed by the President, Treasurer, or any Vice President of Buyer; (f) Certificates (or other documents delivered evidence) that Buyer is duly licensed to purchase, own and sell Class 1 and Class 2 firearms; and (g) Opinion of counsel to Buyer substantially in connection therewith are valid and binding on Buyer Guarantorthe form contained in EXHIBIT C;

Buyer’s Additional Deliveries. Subject to fulfilment fulfillment or waiver of the conditions set forth in ARTICLE IXSection 8.1, at Closingthe Closing Buyer or BCBSF, Buyer as the case may be, shall deliver to Seller all the following: (a) Copies of Buyer’s articles 's Articles of association, memorandum of association and the registrar’s certificate of good standing, Incorporation certified as true copies of a recent date by any authorized director the Secretary of BuyerState of the State of Florida; (b) Certificate of any duly authorized director good standing of Buyer issued as of a recent date by the Secretary of State of the State of Florida; (c) Certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that as to (i) no amendments to the memorandum and articles Articles of association Incorporation of Buyer have been made since a specified date; (ii) the by-laws of Buyer; (iii) the resolutions of the board Board of directors Directors or a duly authorized committee thereof of Buyer authorizing the execution Table of Contents and performance of this Agreement, the Promissory Note, Buyer Ancillary Agreements Agreement and the transactions contemplated hereby and thereby have been duly passedhereby; and (iiiiv) the incumbency and signatures of the representatives officers of Buyer executing this Agreement, the Promissory Note Agreement and any Buyer Ancillary Agreement are valid and binding on Agreement; (d) The certificate contemplated by Section 8.2(a), duly executed by the President or any Vice President or the Treasurer of Buyer; (ce) All necessary consents, waivers or approvals of the Florida Commissioner of Insurance with respect to the Buyer's compliance with the Florida HMO Statutes; (f) All necessary consents, waivers or approvals of the Alabama Commissioner of Insurance with respect to the Buyer's compliance with the Alabama HMO Statutes; (g) The Transition Services Agreements executed by Buyer; (h) The Escrow Agreement duly executed by Buyer; (i) Copies of BCBSF's Articles of Incorporation certified as of a recent date by the Secretary of State of the State of Florida; (j) Certificate of any duly authorized director good standing of Buyer GuarantorBCBSF issued as of a recent date by the Secretary of State of the State of Florida; (k) Certificate of the secretary or an assistant secretary of BCBSF, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that to (i) no amendments to the memorandum and articles Articles of association Incorporation of Buyer Guarantor have been made BCBSF since a specified date; (ii) the by-laws of BCBSF; (iii) the resolutions of the board Board of directors Directors or a duly authorized committee thereof of Buyer Guarantor BCBSF authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passedhereby; and (iiiiv) the incumbency and signatures of the representatives officers of Buyer Guarantor BCBSF executing this Agreement; and (l) The certificate contemplated by Section 8.2(a), duly executed by the General Purchase Agreement and President or any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;Vice President or the Treasurer of BCBSF.

Buyer’s Additional Deliveries. Subject to fulfilment At Closing, or waiver promptly after the Closing in the case of the conditions set forth Sublease Agreement (as provided in ARTICLE IX, at Closingthe Transition Services Agreement), Buyer shall deliver to Seller, Seller Subsidiary and the Selling Parties all the following: (a) Copies a copy of Buyer’s articles of association, memorandum of association and the registrar’s certificate of good standingincorporation, certified as true copies of a recent date by any authorized director the Secretary of BuyerState of the State of Delaware; (b) Certificate a certificate of any duly authorized director 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 Seller, confirming that as to (i) no amendments to the memorandum and articles certificate of association incorporation of Buyer have been made since a specified date; (ii) the by-laws of Buyer; (iii) the resolutions of the board of directors of Buyer authorizing the execution Table of Contents and performance of this Agreementexecution, the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer executing this Agreement, the Promissory Note and any Buyer Ancillary Agreement are valid and binding on Buyer; (c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor authorizing the execution delivery and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passedhereby; and (iiiiv) the incumbency and signatures of the representatives officers of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered Buyer Ancillary Agreement; (d) the Instrument of Assumption, duly executed by Buyer; (e) an Employment Agreement with each Key Employee, an Agreement Regarding Confidential Information, Intellectual Property and Non-Solicitation in connection therewith are valid the form of Exhibit D with each Key Employee and binding on Buyer Guarantora Sign-On Incentive Recovery Agreement in the forms of Exhibit E, with each Key Employee, in each case duly executed by Buyer; (f) a Sublease Agreement in the form of Exhibit F duly executed by Buyer; (g) a Noncompetition Agreement in the form of Exhibit G duly executed by Buyer; and (h) a Transition Services Agreement in the form of Exhibit H duly executed by Buyer.

Buyer’s Additional Deliveries. Subject to fulfilment fulfillment or waiver of the conditions set forth in ARTICLE IXVII, at Closing, Buyer shall deliver to Seller all the following: (a) Copies a copy of Buyer’s articles Certificate of association, memorandum of association and the registrar’s certificate of good standingIncorporation, certified as true copies of a recent date by any authorized director the Secretary of BuyerState of the State of Delaware; (b) Certificate a certificate of any duly authorized director good standing of Buyer issued as of a recent date by the Secretary of State of the State of Delaware; (c) an opinion of Sidley Austin LLP, counsel to Buyer, dated the Closing Date and in form and substance reasonably satisfactory to Seller, substantially in the form contained in Exhibit G; (d) the guaranty of Kids Line, LLC, dated the Closing Date and in form and substance reasonably satisfactory to Seller, substantially in the form contained in Exhibit H, guaranteeing all obligations of Buyer under this Agreement; (e) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that as to (i) no amendments to the memorandum and articles Certificate of association Incorporation of Buyer have been made since a specified date; (ii) the resolutions of the board of directors sole member of Buyer authorizing the execution Table of Contents execution, delivery and performance of this Agreement, the Promissory Note, Agreement and Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passedthereby; and (iii) the incumbency and signatures of the representatives officers of Buyer executing this Agreement, the Promissory Note Agreement and any Buyer Ancillary Agreement are valid and binding on Agreement; (f) the certificate of Buyer contemplated by Section 8.1, executed by an authorized officer of Buyer; (cg) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions each of the board of directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passedAncillary Agreements executed by Buyer; and and (iiih) the incumbency and signatures of the representatives of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any each other documents delivered in connection therewith are valid and binding on Buyer Guarantor;document reasonably requested by Seller.

Buyer’s Additional Deliveries. Subject to fulfilment fulfillment or waiver of the conditions set forth in ARTICLE IXSection 7.1 and Section 7.2, at the Closing, Buyer shall deliver to Seller all of the following: (a) Copies a copy of Buyer’s articles the Certificate of associationIncorporation of Buyer certified by the Secretary of State of the State of Delaware as of a date not earlier than 10 days prior to the Closing Date, memorandum and a copy of association and the registrar’s certificate of good standing, certified as true copies by any authorized director Bylaws of Buyer; (b) Certificate a certificate of any duly authorized director good standing of Buyer issued as of a date not earlier than 10 days prior to the Closing Date by the Secretary of State of the State of Delaware; (c) a certificate of the secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that as to (i) the Certificate of Incorporation and Bylaws delivered pursuant to Section 3.3(a), (ii) no amendments to the memorandum such Certificate of Incorporation and articles of association Bylaws of Buyer have been made since a specified date; made, and (iiiii) the resolutions of the board Board of directors Directors of Buyer authorizing the execution Table of Contents execution, delivery and performance of this Agreement, the Promissory Note, Deposit Escrow Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been thereby; (d) a completed Form W-9 duly passed; and executed by Buyer; (iiie) the Buyer Ancillary Agreements duly executed by Buyer; (f) the certificate of Buyer contemplated by Section 7.3(c), duly executed by an authorized officer of Buyer; and (g) an incumbency and signatures of specimen signature certificate with respect to the representatives officers of Buyer executing this Agreement, the Promissory Note and or any Buyer Ancillary Agreement are valid and binding on Buyer; (c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments other document delivered pursuant to the memorandum and articles terms of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;behalf of Buyer.

Buyer’s Additional Deliveries. Subject to fulfilment or waiver of the conditions set forth in ARTICLE IX, at Closing, At Closing Buyer shall deliver to Seller all the following, all of which shall be in form and substance reasonably acceptable to Owners: (a) Copies a copy of Buyer’s articles the respective Articles of association, memorandum Incorporation of association CNU and Buyer and the registrar’s certificate Articles of good standingOrganization of Buyer LLC, certified as true copies of a recent date by any authorized director the Secretary of BuyerState of the State of Florida; (b) Certificate a certificate of any duly authorized director good standing of each of CNU, Buyer and Buyer LLC, issued as of a recent date by the Secretary of State of the State of Florida; (c) a certificate of the secretary or an assistant secretary of each of CNU, Buyer, and Buyer LLC, dated the Closing Date, in form and substance reasonably satisfactory to SellerSellers, confirming that as to (i) no amendments to the memorandum and articles by-laws of association CNU or Buyer or Operating Agreement of Buyer have been made since a specified dateLLC, as applicable; (ii) the resolutions of the board Board of directors Directors of each of CNU and Buyer or Board of Managers of Buyer authorizing the execution Table of Contents and performance of this AgreementLLC, the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer executing this Agreement, the Promissory Note and any Buyer Ancillary Agreement are valid and binding on Buyer; (c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor applicable authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passedhereby; and (iii) the incumbency and signatures of the representatives officers of CNU, Buyer Guarantor or Buyer LLC, as applicable executing this Agreement, the General Purchase Agreement and any other documents delivered Buyer Ancillary Agreement; (d) a certificate, dated the Closing Date and signed by CNU’s Chief Executive Officer, certifying the satisfaction of the conditions set forth in connection therewith are valid Sections 4.7(a), (b), and binding on (c). (e) the Instrument of Assumption duly executed by Buyer; (f) the Owner Employment Agreements duly executed by CNU; (g) the Physician Employment Agreements duly executed by CNU; (h) the Registration Rights Agreement duly executed by CNU; (i) the Escrow Agreement duly executed by CNU; (j) the Agreement and Plan of Merger duly executed by Buyer GuarantorLLC; (k) the Articles of Merger duly executed by Buyer LLC; and (l) all consents, waivers or approvals obtained by CNU and Buyer with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement.