Common use of Buyer’s Deliverables Clause in Contracts

Buyer’s Deliverables. Subject to the terms and conditions of this Agreement, at the Closing, Buyer will execute and deliver (or cause to be executed and delivered) each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated): (a) the Membership Interest Assignment, duly executed by Buyer or Buyer’s Designated Affiliate; (b) a certificate, dated as of the Closing Date, signed by a Responsible Officer of Buyer, certifying that the conditions set forth in Section 6.2(b) and Section 6.2(c) have been satisfied; (c) an existence and good standing certificate (or its equivalent) for Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Buyer is organized, dated no more than 10 days prior to the Closing Date; (d) a duly executed certificate of the secretary of Buyer certifying to, and to which is attached, (i) the certificate of formation of Buyer, as amended up through the Closing Date, (ii) the resolutions of the Board of Directors of Buyer General Partner authorizing the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby, and (iii) a certificate in respect of the incumbency and true signatures of the Responsible Officers who execute this Agreement and any other Transaction Documents on behalf of Buyer; (e) the Closing Amount by wire transfer as contemplated by Section 2.2; (f) the Transition Services Agreement, duly executed by Buyer; and (g) the Escrow Agreement, duly executed by Buyer.

Buyer’s Deliverables. Subject to the terms and conditions of this Agreement, at the Closing, Buyer will execute and deliver (or cause to be executed and delivered) each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated): (a) the Membership Interest Assignment, duly executed by Buyer or Buyer’s Designated Affiliate; (b) a certificate, dated as of the Closing Date, signed by a Responsible Officer of Buyer, certifying that the conditions set forth in Section 6.2(b) and Section 6.2(c) have been satisfied; (c) an existence and good standing certificate (or its equivalent) for Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Buyer is organized, dated no more than 10 days prior to the Closing Date; (d) a duly executed certificate of the secretary of Buyer certifying to, and to which is attached, (i) the certificate of formation of Buyer, as amended up through the Closing Date, (ii) the resolutions of the Board of Directors of the general partner of Buyer General Partner authorizing the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby, and (iii) a certificate in respect of the incumbency and true signatures of the Responsible Officers who execute this Agreement and any other Transaction Documents on behalf of Buyer; (e) the Closing Amount by wire transfer as contemplated by Section 2.2; (f) the Transition Services Agreement, duly executed by Buyer; and (g) the Escrow Agreement, duly executed by Buyer.

Buyer’s Deliverables. Subject to the terms and conditions of this Agreement, at At the Closing, Buyer will execute and shall deliver (or cause have delivered to be executed and delivered) each of Sellers the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated):following: 520332.000001 25576304.5 (ai) the Membership Interest AssignmentCash Consideration to Nu Blu; (ii) the Stock Consideration, less the Indemnification Escrow Shares, to TGB; (iii) the Escrow Agreement duly executed by Buyer; (iv) the Assignment Agreement duly executed by Buyer or an Affiliate of Buyer’s Designated Affiliate; (bv) the Registration Rights Agreement duly executed by Buyer; (vi) [Reserved]; (vii) the Title Company Closing Statement duly executed by Buyer; (viii) a certificate, dated as of the Closing Date, signed duly executed by a Responsible Officer an officer of Buyer, Buyer certifying that each of the conditions set forth in Section 6.2(b) and Section 6.2(c7.3(a) have been satisfied; (cix) an existence and good standing certificate (or its equivalent) for Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Buyer is organizeda certificate, dated no more than 10 days prior to the Closing Date; (d) a duly executed certificate as of the secretary of Buyer certifying to, and to which is attached, (i) the certificate of formation of Buyer, as amended up through the Closing Date, (ii) the resolutions of the Board of Directors Secretary or an Assistant Secretary (or equivalent officer) of Buyer General Partner certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated herebyhereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iiix) a certificate in respect certificate, dated as of the incumbency Closing Date, of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and true signatures of the Responsible Officers who execute officers of Buyer authorized to sign this Agreement and any other Transaction Documents on behalf of Buyer; (e) the Closing Amount by wire transfer as contemplated by Section 2.2; (f) the Transition Services Agreement, duly executed by Buyerthe Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (gxi) such other customary closing documents as Sellers shall reasonably request, as may be required to give effect to this Agreement or as may be required by the Escrow Agreement, duly executed by BuyerTitle Company.

Buyer’s Deliverables. Subject To effectuate the transactions referred to the terms and conditions of this Agreement, at the Closingin Article I, Buyer will execute and shall deliver (or cause to be executed and delivered) each of the following documents (where the execution and delivery of the documents is contemplated), deliver delivered to Seller (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplatedany Person whom Seller may designate): (a) the Membership Interest Assignment, a duly executed by certificate of Buyer or Buyer’s Designated AffiliateShares issued in the name of Seller evidencing ownership of Share Consideration computed pursuant to Section 1.1; (b) a certificatethe Cash Consideration, dated as of the Closing Dateif any, signed by a Responsible Officer of Buyer, certifying that the conditions set forth in computed pursuant to Section 6.2(b) and Section 6.2(c) have been satisfied1.1; (c) an existence and good standing officer's certificate (or its equivalent) for Buyer from of Buyer, in a form reasonably satisfactory to Seller, certifying the secretary of state or similar Governmental Authority fulfillment of the jurisdiction under the Laws conditions specified in which Buyer is organized, dated no more than 10 days prior to the Closing DateSection 6.1 and Section 6.3; (d) a counterpart original of the Registration Rights Agreement, duly executed certificate by Buyer; (e) a counterpart original of the secretary Stockholder Agreement, duly executed by Buyer; (f) a counterpart original of Buyer certifying tothe Tax Deed Covenant, and to which is attached, duly executed by Buyer; (ig) the certificate certified copies of formation of Buyer, as amended up through the Closing Date, (ii) the resolutions (certified by a duly appointed officer to be true, complete and correct) adopted by of the Board of Directors of Buyer General Partner Buyer, authorizing (i) the executionexecution and delivery of, delivery and the performance by Buyer of its obligations under, this Agreement, the Registration Rights Agreement, the Stockholder Agreement and any other documents or agreements contemplated thereby to which Buyer is a party and (ii) the issuance of the Share Consideration; (h) a certificate, dated the Closing Date, of the Secretary or an Assistant Secretary of Buyer attaching true, complete and correct copies of the Memorandum and Articles of Association of Buyer; (i) all such documents (including any powers of attorney under which any document required to be delivered under this Section 2.3 has been executed and any necessary waivers or consents of Buyer) as may be reasonably required (if any) to enable Seller to receive the Share Consideration and the Cash Consideration, if any, and to permit Buyer to consummate the transactions contemplated by this Agreement; and (j) any such other documents reasonably requested by Seller to consummate the transactions contemplated hereby, and (iii) a certificate including those documents referred to in respect of the incumbency and true signatures of the Responsible Officers who execute this Agreement and any other Transaction Documents on behalf of Buyer; (e) the Closing Amount by wire transfer as contemplated by Section 2.2; (f) the Transition Services Agreement, duly executed by Buyer; and (g) the Escrow Agreement, duly executed by Buyer6.3.

Buyer’s Deliverables. Subject (i) Buyer shall deliver to Seller the terms and conditions Closing Payment by delivery of this Agreement, at cash in the Closing, Buyer will execute and deliver (or cause to be executed and delivered) each amount of the following documents (where the execution and Closing Payment payable by wire transfer or delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated): (a) the Membership Interest Assignment, duly executed by Buyer or Buyer’s Designated Affiliateother immediately available funds; (bii) Buyer will deliver to the Escrow Agent the consideration specified in Section 2.3 above. (iii) Buyer shall deliver to Seller a certificatecopy of Buyer’s certificate of formation certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Buyer’s organization; (iv) Buyer shall deliver to Seller a copy of the certificate of existence of Buyer issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Buyer’s organization and of each jurisdiction in which each Buyer is qualified to do business; (v) Buyer shall deliver to Seller a certificate of the secretary or an assistant secretary of Buyer, dated as of the Closing Date, signed by a Responsible Officer of Buyerin form and substance reasonably satisfactory to Seller, certifying that the conditions set forth in Section 6.2(bcertifying: (A) and Section 6.2(c) have been satisfied; (c) an existence and good standing certificate (or its equivalent) for Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Buyer is organized, dated no more than 10 days prior amendments to the Closing Date; (d) a duly executed certificate of the secretary of Buyer certifying to, and to which is attached, (i) the certificate of formation of Buyer since November 30, 2010; (B) the limited liability company agreement of Buyer, as amended up through the Closing Date, ; (iiC) the resolutions of the Board of Directors sole member of Buyer General Partner authorizing the execution, delivery delivery, and performance by Buyer of this Agreement and the transactions contemplated hereby, ; and (iiiD) a certificate in respect of the incumbency and true signatures of the Responsible Officers who execute officers of Buyer executing this Agreement and or any other Transaction Documents on behalf of Buyeragreement contemplated by this Agreement; (evi) Buyer shall deliver to Seller a resale certificate for each taxing jurisdiction in which Seller could reasonably be expected to incur any liability or obligation for any Taxes under applicable law due to the Closing Amount by wire transfer as contemplated by Section 2.2absence of such certificate; (fvii) Buyer shall execute, acknowledge (if appropriate), and deliver to Seller (A) an assumption in the form attached hereto as Exhibit C-2; (B) the Transition Services Agreement, duly executed by Buyer; and (gC) the Escrow Agreement, duly executed by Buyer.;

Buyer’s Deliverables. Subject In addition to payment of the terms and conditions of this AgreementPurchase Price as provided in Section 2.05, Buyer is delivering to Seller the following at the Closing, Buyer will execute and deliver (or cause to be executed and delivered) each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated):: (ai) the Membership Interest Assignment, Escrow Agreement duly executed by Buyer or and Buyer’s Designated AffiliateRepresentative; (b) a certificate, dated as of the Closing Date, signed by a Responsible Officer of Buyer, certifying that the conditions set forth in Section 6.2(b) and Section 6.2(c) have been satisfied; (c) an existence and good standing certificate (or its equivalent) for Buyer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which Buyer is organized, dated no more than 10 days prior to the Closing Date; (d) a duly executed certificate of the secretary of Buyer certifying to, and to which is attached, (i) the certificate of formation of Buyer, as amended up through the Closing Date, (ii) the resolutions Assignment and Assumption Agreements duly executed by Buyer; (iii) the Xxxxxxxx Employment Agreement duly executed by Buyer; (iv) the Lease Agreement; (v) employment agreements duly executed by Buyer and each Key Employee; (vi) the Earnout Agreement duly executed by Buyer; (vii) a certificate of the Board of Directors Secretary or an Assistant Secretary (or equivalent officer) of Buyer General Partner certifying that (i) attached thereto are true and complete copies of (x) the organizational documents of Buyer, and (z) all resolutions adopted by the board of directors or equivalent governing or managing authority of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which Buyer is a party and the consummation of the transactions contemplated herebyhereby and thereby, (ii) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (iii) a certificate in respect of the incumbency names and true signatures of the Responsible Officers who execute officers of Buyer authorized to sign this Agreement Agreement, the Ancillary Documents and any the other Transaction Documents on behalf of Buyerdocuments to be delivered by Buyer hereunder and thereunder; (eviii) the Closing Amount by wire transfer as contemplated by Section 2.2; (f) the Transition Services Agreement, duly executed by originals of any and all applicable sales, use, resale and/or other exemption certificates for transfer or similar Taxes relating to Buyer’s purchase of the Purchased Assets; and (gix) certificates issued by the Escrow AgreementSecretary of State of the State of Delaware certifying that Buyer is in good standing under the laws of such state as of a date not more than five (5) Business Days before and, duly executed by Buyerin any event, within the same calendar month as the Closing Date.