Common use of By Sellers Clause in Contracts

By Sellers. At the Closing, Parent will deliver or cause to be delivered to Purchaser: (i) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity Interests, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blank; (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); (ix) the Excluded Transfer Documents, duly executed by Parent or the applicable Seller; and (x) such other customary closing documents and instruments as required by this Agreement.

By Sellers. At Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Parent will Sellers shall deliver or cause to be delivered to PurchaserBuyers: (i) if an instrument of sale, assignment and transfer with respect to the Purchased Equity Interests are certificated, certificates representing the Purchased Equity BPS Interests, duly endorsed substantially in blank or accompanied by stock powers or any the form set forth in Exhibit F conveying the BPS Interests to BPS Buyer free and clear of all Liens, other proper instrument than Liens arising under applicable securities Laws (the “Instrument of assignment duly endorsed in blankAssignment”); (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), a duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers amended and managers, as the case may be, restated operating agreement of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificateBPS, in form and substance reasonably acceptable to the PartiesBuyers, from each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (evidencing effective as defined in Section 897(c)(1) of the CodeClosing: (A) the withdrawal of BPS Seller as a member, (B) the transfer of the BPS Interests to BPS Buyer and (C) the admission of BPS Buyer as a member of the Company; provided that BPS Seller shall not be party to such agreement for any purpose and shall have no liability thereunder, except for compliance with the express provisions of this Section 1.3(a)(ii); (ixiii) evidence reasonably acceptable to Buyers of (A) the Excluded Transfer Documentscompletion of the Pre-Closing Reorganization in accordance with Section 4.17, including the transfer of the Transferred Assets to the Companies and execution and delivery of definitive agreements related thereto and (B) the termination of Intercompany Agreements as contemplated by Section 4.22; (iv) counterparts of each of the Ancillary Agreements, duly executed by Parent Sellers or their applicable Affiliates party thereto; (v) a properly completed and duly executed IRS Form W-9 or IRS Form W-8, as applicable, for each of the applicable SellerSellers (or, if a Seller is a disregarded entity for U.S. federal income Tax purposes, its regarded owner(s)); (vi) the certificate contemplated by Section 5.2(c); and (xvii) such other customary closing documents the written resignations of each of the directors, managers and instruments officers of the Companies as required by this AgreementBuyers may request in writing no later than 10 Business Days prior to the Closing Date, in each case, to be effective as of the Closing.

By Sellers. At the Closing, Parent will (i) Each Seller shall separately deliver or cause to be delivered to PurchaserBuyer at the Closing: (iA) if the Purchased Equity Interests are certificated, stock certificates representing the Purchased Equity Interestssuch Seller’s Transfer Shares, duly endorsed in blank negotiable form or accompanied by stock powers or any other proper instrument of assignment transfer powers, duly endorsed executed by such Seller, in blank; (B) to the extent party to the Seller Subscription Agreement and the conditions to such Seller’s obligations thereunder have been satisfied, such Seller’s deliverables due thereunder; (C) a copy of the Escrow Agreement, duly executed by such Seller; and (D) a certificate, dated as of the Closing Date, certifying to the fulfillment of the conditions set forth in Section 7.1(a) to the extent those conditions apply to the Seller Group of which such Seller is a member. (ii) bills Sellers shall deliver or cause to be delivered to Buyer at the Closing: (A) a certificate from the secretary of salestate of the state of Georgia to the effect that the Company is validly existing and in good standing therein as of a date not more than thirty (30) days prior to the Closing Date; (B) a certificate of the Secretary of the Company, certificates dated as of titlethe Closing Date, deedsattaching true and correct copies of (i) the Governing Documents of the Company as of the Closing Date, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s(ii) all resolutions of the Asset Sellers’ rightBoard of Directors of the Company authorizing the execution and delivery of this Agreement and the performance by the Company of the transactions contemplated hereby and stating that such authorization remains in effect and has not been amended or terminated; (C) a certificate from each Principal Seller, title and interest in and dated as of the Closing Date, certifying to the Acquired Assets fulfillment of the conditions set forth in Section 7.1(a) to the extent those conditions apply to the Company and the Purchased Equity Interests other GMS Entities; (D) the minute books, stock ledgers and corporate seal of the Assumed Benefit Plans GMS Entities; (E) pay-off letters (the “Pay-Off Letters”), drafts of which shall have been provided at least two (2) Business Days prior to the Closing, with respect to the pay-off of all Debt Obligations to be satisfied at the Closing as indicated on the Closing Statement, which letters shall include, where applicable, customary contingent lien release and commitment termination language, in each case in a form reasonably satisfactory to the Buyer; and (1) a certificate in form and substance mutually agreed between the Parties but as shall be consistent reasonably acceptable to Buyer prepared in accordance with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”Treasury Regulation Section 1.1445-2(c), duly executed by Parent or the applicable Seller; (iii) the transition services agreement, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, a responsible corporate officer of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as Company under penalties of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificate, in form and substance reasonably acceptable to the Parties, from each Seller set forth on Exhibit 3.2(a)(viii)perjury, certifying that none of their respective assets the Shares are not United States real property interests and dated not more than 30 days prior to the Closing Date and (as defined 2) proof reasonably satisfactory to Buyer that the Company has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulation Section 897(c)(1) of the Code1.897-2(h)(2); (ix) the Excluded Transfer Documents, duly executed by Parent or the applicable Seller; and (x) such other customary closing documents and instruments as required by this Agreement.

By Sellers. At the Closing, Parent will the Company shall deliver or cause to be delivered to Purchaser: (ia) if the Purchased Equity Interests are certificated, The stock certificates representing all of the Purchased Equity InterestsShares, duly endorsed in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blank; (ii) bills of salefor transfer from such Seller, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary transferring to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Shares held of record by such Seller (such assignment or certificate(s) to be executed by such Seller) and such other endorsements, assignments, documents or instruments executed by each of Sellers or any one of them as are necessary to transfer and convey to Purchaser all of such Sellers’ ' right, title and interest in and to the Acquired Assets Shares, as owner, free and the Purchased Equity Interests and the Assumed Benefit Plans clear of all Encumbrances. (in form and substance mutually agreed between the Parties but as shall be consistent b) The Company Notes together with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), a Note Assignment duly executed by Parent each of the holders of the Company Notes. (c) Originally executed written consents from third parties with respect to those Contracts which the obtaining of consent is required thereunder, each of which consents shall be in full force and effect at the Closing. (d) Copies of the resolutions of the Board of Directors certified by the Secretary or the applicable Seller;Assistant Secretary of the Company as being correct and complete and then in full force and effect, authorizing the execution and delivery of this Agreement on the part of the Company, and the agreements, assignments and instruments called for under this Agreement, and the consummation of the transactions contemplated hereby. (iiie) A certificate from Eddy Goldwasser, certifying xxxx, xxxxxx xx otherwise provided or contemplated hereby, the transition services agreement, substantially representations and warranties of Eddy Goldwasser and the Compxxx xxxxxxxxx xn Section 4 hereof are true and correct in the form attached all material respects as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers if made on and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date (or such other date as may be explicitly stated in any such representations or warranties). (f) A certificate from each of Sellers, certifying that, except as otherwise provided or contemplated hereby, the representations and warranties of such Seller set forth contained in Section 5 hereof are true and correct in all material respects as if made on Exhibit 3.2(a)(viiand as of the Closing Date (or such other date as may be explicitly stated in any representation or warranty), sworn . (g) An affidavit executed by each of Sellers regarding the non-foreign status of such Seller and sufficient to relieve Purchaser from the obligation to withhold taxes under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not and the regulations thereunder. (h) The Goldwasser Consulting Agreemxxx xxxxxxn Purchaser and the Nelson Consulting Agreement, xxxx executed by the appropriate individual. (i) A certificate, dated as of a “foreign person” as defined in Section 1445 recent date, of the Code;Secretary of State of the State of California and such other appropriate state officer as to the good standing of the Company in the State of California and each other jurisdiction, if any, listed in SCHEDULE 4.1 attached hereto. (viiij) a certificate, in form Written resignations from and substance reasonably acceptable to the Parties, from executed by each Seller set forth on Exhibit 3.2(a)(viii), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) member of the Code); (ix) Board of Directors and each officer of the Excluded Transfer DocumentsCompany, duly executed by Parent or each of such resignations to be effective as of the applicable Seller; and (x) such other customary closing documents and instruments as required by this AgreementClosing.

By Sellers. At the Closing, Parent will Sellers shall deliver or cause to be delivered to PurchaserBuyer at the Closing: (ia) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity Interestsa certificate, duly endorsed executed by a duly appointed officer of each Seller, dated as of the Closing Date, certifying to the fulfillment of the conditions set forth in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed in blankSection 8.1.1 and Section 8.1.2; (iib) bills a bill of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations sale and other instruments of assignment and transfer assumption agreement in substantially the form attached to this Agreement as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans Exhibit B (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer DocumentsBill of Sale”), duly executed by Parent or the applicable SellerSexxxxx; (iiic) an intellectual property license, in substantially the form attached hereto as Exhibit C (the “IP License”), duly executed by Gaxxxx xnd Banilla Games, Inc.; (d) a restrictive covenant agreement, in substantially the form attached hereto as Exhibit D (the “Restrictive Covenant Agreement”), duly executed by Xxxxxxx Xxxxxxxxxxx; (e) a transition services agreement, in substantially in the form attached hereto as Exhibit 3.2(a)(iii) E (the “Transition Services Agreement”), duly executed by Parent or the applicable SellerGaming; (ivf) the bailment a game content development services agreement, in substantially in the form attached hereto as Exhibit 3.2(a)(iv) F (the “Bailment Game Content Development Services Agreement”), duly executed by Parent or Gaming; (g) a lease assignment and assumption agreement for each Assumed Lease, in substantially the form attached hereto as Exhibit G (each, a “Lease Assignment and Assumption Agreement”), in each case, duly executed by the applicable Seller; (vh) each other Ancillary a Device and Redemption Kiosk manufacturing and supply agreement, in substantially the form attached hereto as Exhibit H (the “Device and Redemption Kiosk Manufacturing / Supply Agreement”), duly executed by Parent or the applicable SellerBanilla Games, Inc.; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (viii) a nonprinted paper pull-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 of the Code; (viii) a certificatetabs supply agreement, in substantially the form and substance reasonably acceptable to attached hereto as Exhibit I (the Parties, from each Seller set forth on Exhibit 3.2(a)(viii“Printed Paper Pull-Tabs Supply Agreement”), certifying that none of their respective assets are United States real property interests (as defined in Section 897(c)(1) of the Code); (ix) the Excluded Transfer Documents, duly executed by Parent or Xxxxxx Gaming Printing, LLC and Gaming; (j) the applicable Closing Letter of Credit; (k) a duly completed and executed IRS Form W-9 of each Seller; and (xl) such other customary closing documents all books and instruments as required by this Agreementrecords of Sellers that are included in the Purchased Assets and/or Assumed Liabilities.

By Sellers. At the Closing, Parent will each Seller shall deliver or cause to be delivered Buyer each of the following items with respect to Purchaserthe particular Property that it owns: (i) if the Purchased Equity Interests are certificated, certificates representing the Purchased Equity InterestsA special warranty deed, duly endorsed executed and acknowledged by Seller, and in blank or accompanied by stock powers or any other proper instrument of assignment duly endorsed form for recording, conveying good and indefeasible title to the Property to Buyer, subject to the Permitted Exceptions (the “Warranty Deed”), in blank;a form mutually acceptable to the Seller and the Buyer. The Warranty Deed shall be recorded upon the Closing in the appropriate land offices for the county in which the Property is located. (ii) bills of sale, certificates of title, deeds, notarial deeds, real property transfer tax declarations and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser or the applicable Purchaser Designee(s) all of the Asset Sellers’ right, title and interest in and to the Acquired Assets and the Purchased Equity Interests and the Assumed Benefit Plans (in form and substance mutually agreed between the Parties but as shall be consistent with the terms and conditions of this Agreement) (collectively, the “Business Transfer Documents”), duly An affidavit executed by Parent or the applicable Seller; (iii) the transition services agreementSeller stating, substantially in the form attached as Exhibit 3.2(a)(iii) (the “Transition Services Agreement”), duly executed by Parent or the applicable Seller; (iv) the bailment agreement, substantially in the form attached as Exhibit 3.2(a)(iv) (the “Bailment Agreement”), duly executed by Parent or the applicable Seller; (v) each other Ancillary Agreement, duly executed by Parent or the applicable Seller; (vi) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Purchased Companies, effective immediately after the Closing; (vii) a non-foreign person affidavit dated as of the Closing Date from each Seller set forth on Exhibit 3.2(a)(vii), sworn under penalty of perjury perjury, its United States taxpayer identification number and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Selling Shareholder or Asset Seller is not a “foreign person” as defined in Section 1445 1445(f)(3) of the Code;Internal Revenue Code of 1986, as amended, and otherwise in the form prescribed by the Internal Revenue Service. (viiiiii) An assignment and assumption of the management or service contracts (the “Service Contracts”), substantially in the form of Exhibit G attached hereto (the “Assignment and Assumption of Service Contracts”), duly executed and acknowledged, assigning and transferring to Buyer all right, title and interest of Seller in and to all assignable or transferable Service Contracts in effect with respect to such Property, and containing the assumption thereof by Buyer of all obligations arising after the Closing Date. The foregoing assignment does not include any service contracts obtained by a certificateTenant to which Seller is not a party. Buyer shall not be obligated to assume any Service Contracts except those listed as required on Exhibit G and those entered into between the Effective Date and the Closing Date in accordance with this Agreement. (iv) Originals of all leases currently in effect (collectively, the “Leases”) and a duly executed, original, “clean” estoppel certificate (each an “Estoppel Certificate”) from each of the tenants (the “Tenants”) occupying rentable space in the Property. At Buyer’s option, Seller shall initially utilize the estoppel form required by Buyer’s lender; provided, however, that if any of the Tenants refuse to execute such form, Seller shall obtain an Estoppel Certificate in the form required under each Tenant’s respective Lease or, in the event there shall be no such form, in substantially the form attached hereto as Exhibit H, executed as of a date not more than thirty (30) days prior to the Closing Date. To the extent that a Seller does not have an original of any of the Leases, such Seller shall provide Buyer with a certified copy of such Lease. (v) An assignment and assumption of the Leases (the “Assignment and Assumption of Leases”), substantially in the form of Exhibit I attached hereto, duly executed and acknowledged, assigning and transferring to Buyer all right, title and interest of Seller in and to the Leases in effect with respect to such Property, and containing the assumption thereof by Buyer of all obligations arising after the Closing Date. (vi) An assignment in form and substance reasonably acceptable satisfactory to Buyer, duly executed by Seller, assigning to Buyer all of Seller’s right, title and interest in and to any and all guaranties and warranties, if any, pertaining to the PartiesProperty, from each to the extent assignable, as well as any permits, licenses, plans, authorizations and approvals relating to ownership, operation or occupancy of the Property, to the extent assignable. The assignment hereunder shall also include an assignment of all plans and specifications, drawings, permits, development rights and entitlements, any proprietary rights and any and all other similar matters owned by the Seller set forth on Exhibit 3.2(a)(viiiwith respect to the Property (both improved and vacant), certifying to the extent assignable. (vii) All keys and combinations to locks at the Property. (viii) A written confirmation that none of their respective assets are United States real property interests (as defined all sales commissions and other fees payable to Buyers Brokerage Services Inc. in Section 897(c)(1) of connection with the Code);Transactions have been paid in full by Sellers. (ix) Such organizational documents, resolutions confirming the Excluded Transfer Documentsauthority of the Seller to consummate the Transactions, duly executed good standing certificates, incumbency certificates and other such documents as may be reasonably required by Parent or the applicable Seller; andTitle Company. (x) The written approval, evidenced by written consents, resolutions and other instruments as shall be in form reasonably satisfactory to Buyer and the Title Company, of all members, partners, directors, trustees and/or shareholders of Seller and its constituent entities, to the extent required under the Organization Documents of Seller and such other customary closing constituent entities, authorizing Seller to consummate the sale of the Property to Buyer pursuant to this Agreement and the execution of all documents and instruments performance of all actions required to be taken by Seller pursuant hereto. (xii) An Affidavit as required to mechanics’ liens and all other title matters customarily requested by this Agreementthe Title Company to issue to Buyer an Owner’s Policy of Title Insurance in accordance with the Title Commitment.