Common use of Certain Closing Deliveries Clause in Contracts

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at the Closing: (a) Buyer will deliver each of the payments it is required to deliver under Section 1.06. (b) Buyer will deliver to the Company copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger, and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: (i) a copy of the resolution or consent of the Company's board of directors approving this Agreement and the Merger duly certified by a duly authorized officer of the Company and (ii) a certificate in the form and substance required by Treasury Regulations Section 1.897-2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code and a notice of such certification to be provided to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), executed by a duly authorized officer of the Company. (d) Each of the Company, the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement. (e) Each of the Company, Buyer and Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.06. (g) The Company will deliver to Buyer the Intellectual Property License Agreement, in substantially the form attached hereto as Exhibit H, duly executed and delivered by Ten-X and Xxxxxxx.xxx, LLC (the "License Agreement").

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties Parties will make the following deliveries at the Closing: (a) Buyer will deliver each of the payments it is required to deliver under Section 1.06. (b) Buyer will deliver to each of the Company and the Representative copies certified by a duly authorized officer of Buyer of of: (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger, and ; and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: : (i) a duly executed Certificate of Merger; (ii) a copy of the resolution or consent of the Company's board of directors Company Board approving this Agreement and the Merger duly certified by a duly authorized officer of the Company and Company; (iiiii) a certificate dated as of the Closing in the form and substance required by reasonably satisfactory to Buyer and conforming to the requirements of Treasury Regulations Section 1.897Regulation Sections 1.1445-2(h2(c)(3) and 1.897‑2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been during the five (5) years preceding the date of such statement a "“United States real property holding corporation" ” within the meaning of Section 897(c)(2) of the Code Code. (iv) a copy of the director and a notice of such certification to be provided to the Internal Revenue Service officer resignations referenced in Section 5.07; (v) fully executed Payoff Letters (in accordance with Section 5.10); and (vi) evidence that the requirements of Treasury Regulations Section 1.897-2(h)(2), executed by a duly authorized officer of the CompanyNecessary Stockholder Approval has been obtained. (d) Each of the Company, Buyer and the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Adjustment Escrow Agreement. (e) Each of the Company, Buyer and the Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.06. (g) The Company will deliver to Buyer the Intellectual Property License Agreement, in substantially the form attached hereto as Exhibit H, duly executed and delivered by Ten-X and Xxxxxxx.xxx, LLC (the "License Agreement").

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at the Closing: (a) Buyer will deliver each of the payments it is required to deliver under Section 1.06. (b) Buyer will deliver to each of the Company and the Representative copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement Agreement, the Merger and the MergerTransactions, and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, Sub approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: Representative (i) a copy of the resolution or consent of the Company's ’s board of directors approving this Agreement Agreement, the Merger and the Merger Transactions duly certified by a duly authorized officer of the Company and Company, (ii) a certificate in the form and substance required by Treasury Regulations Section 1.897-2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code and a notice of such certification to be provided to the Internal Revenue Service corporation in accordance compliance with the requirements of Treasury Regulations Section 1.897-2(h)(2), executed by 2(h) and (iii) a duly authorized officer good standing certificate for the Company from the Secretary of State of the CompanyState of Delaware dated as of a date not earlier than five (5) Business Days prior to the Closing Date. (d) The Company will deliver to each of Buyer and the Representative the resignation letters referred to in Section 1.03(f), duly executed by the resigning Persons. (e) Each of the Company, the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement. (ef) Each of the Company, Buyer and Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (fg) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.069.05. (g) The Company will deliver to Buyer the Intellectual Property License Agreement, in substantially the form attached hereto as Exhibit H, duly executed and delivered by Ten-X and Xxxxxxx.xxx, LLC (the "License Agreement").

Certain Closing Deliveries. Subject (a) At the Closing, the Seller shall deliver the following to the terms and conditions in this Agreement, the parties will make the following deliveries at the ClosingPurchaser Group: (ai) Buyer will deliver each the delivery set forth in Section 1.04(a)(i) of the payments it Seller Disclosure Letter, duly executed by the Seller; (ii) the Assignment and Assumption Agreement and Xxxx of Sale, duly executed by the Seller; (iii) the Intellectual Property Assignments, duly executed by the Seller; (iv) certificates evidencing the Education Stock, duly endorsed in blank (or with stock powers in form and substance reasonably satisfactory to Parent, acting in good faith, duly executed by the Seller), free and clear of all Liens (except for Liens under applicable securities Laws); (v) a certificate of non-foreign status, dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, certifying that the Seller is not a disregarded entity and not a “foreign person” as defined in Section 1445 of the Code; (vi) the certificate required to deliver under be delivered pursuant to Section 1.066.03(d); and (vii) evidence, reasonably acceptable to the Purchaser of the release of the Liens set forth in Section 1.04(a)(vii) of the Seller Disclosure Letter. (b) Buyer will At the Closing, the Purchaser Group shall deliver the following to the Company copies certified by a duly authorized officer of Buyer of Seller: (i) the resolutions or consents delivery set forth in Section 1.04(a)(i) of the boards of directors of each of Buyer and Merger Sub approving this Agreement and Seller Disclosure Letter, duly executed by the Merger, and Purchaser; (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Assignment and Assumption Agreement and Xxxx of Sale, duly executed by the Merger.Purchaser; (ciii) The Company will deliver to Buyer and the Representative: (i) a copy of the resolution or consent of the Company's board of directors approving this Agreement and the Merger duly certified by a duly authorized officer of the Company and (ii) a certificate in the form and substance required by Treasury Regulations Section 1.897-2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code and a notice of such certification to be provided to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), executed by a duly authorized officer of the Company. (d) Each of the Company, the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement. (e) Each of the Company, Buyer and Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.06. (g) The Company will deliver to Buyer the Intellectual Property License Agreement, in substantially the form attached hereto as Exhibit HAssignments, duly executed and by the Purchaser; (iv) the payment required by Section 1.02(b); and (v) the certificate required to be delivered by Ten-X and Xxxxxxx.xxx, LLC (the "License Agreement"pursuant to Section 6.02(c).

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at or prior to the Closing: (a) Buyer will deliver each of the payments it is required to deliver under Section 1.06. (b) Buyer Xxxxx will deliver to each of the Company and the Representative copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Xxxxxx Sub approving this Agreement and the Merger, and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: (i) a copy of the resolution or consent of the Company's board of directors approving this Agreement duly completed and the Merger duly certified by a duly authorized officer of the Company properly issued IRS Form W-9s from each Stockholder and (iiB) a certificate (and accompanying notice) in the form and substance required by Treasury Regulations Section Sections 1.897-2(h) and 1.1445-2(c)(3) executed by a duly authorized officer of the Company certifying that the Company is not and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code a "“United States real property holding corporation" ” within the meaning of Section 897(c)(2) of the Code and a notice of such certification to be provided to the Internal Revenue Service in accordance compliance with the requirements of Treasury Regulations Section 1.897-2(h)(22(h). (d) The Company will deliver to Buyer copies of resolutions or consent adopted by (i) the Company’s board of directors and (ii) the holders of 100% of the Company’s outstanding shares of Common Stock, executed approving this Agreement and the transactions contemplated hereby, including the Merger, certified by a duly authorized officer of the Company. (d) Each of the Company, the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement. (e) Each of the Company, Buyer and Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.065.02. (f) For each Loan Agreement listed on Schedule 2.02(f), the Company will deliver, to Buyer’s satisfaction, evidence of either (i) the Lender’s consent for the Surviving Corporation to assume the Company’s obligations under the Loan Agreement, or (ii) payoff letters, lien-release letters, and other instruments of discharge from the Lender providing for payment in full of any indebtedness owed to such lender and the release of Liens with respect thereto, if applicable (in each case, in form and substance reasonably acceptable to Buyer). (g) The Company will deliver deliver, to Buyer’s satisfaction, payoff letters, lien-release letters, and other instruments of discharge from Xxxxxxx Xxxxx providing for payment in part or in full, as determined by Buyer in its sole discretion, of any indebtedness owed to Xxxxxxx Xxxxx and the Intellectual Property License Agreementrelease of Liens with respect thereto, if applicable (in each case, in substantially form and substance reasonably acceptable to Buyer) and a general release of all claims against the form attached hereto Company and Buyer. The Company’s four loans from Xxxxxxx Xxxxx shall remain with the Company after Closing, which will be repaid as Exhibit Hfollows: (a) $560,000 subordinated PIK debt issued by Buyer at Closing, duly executed (b) Buyer paying in full the short-term working capital loan of $250,000 plus interest thereon no later than December 31, 2024, (c) $500,000 of Series B Convertible Preferred Stock of Buyer (convertible preferred) issued on November 1, 2024, (d) the outstanding balance of the remaining loans within one (1) year of Closing and delivered (e) any remaining balance shall be paid by Ten-X the Company in accordance with the terms of such loans. (h) The Company will deliver, to Xxxxx’s satisfaction, evidence of consent from Xxxxxxx Xxxxxxxxx LLC, a Delaware limited liability company (“Landlord”), approving the Company’s assignment of that certain Terreno Realty Corporation Industrial Lease, dated as of August 13, 2018, by and Xxxxxxx.xxxbetween the Landlord and the Company, LLC (the "License Agreement")as amended, to Buyer.

Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties Parties will make the following deliveries at the Closing: (a) Buyer will deliver each of the payments it is required to deliver under Section 1.06. (b) Buyer will deliver to each of the Company and the Representative copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger, and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger. (c) The Company will deliver to Buyer and the Representative: (i) a copy of the resolution or consent of the Company's ’s board of directors approving this Agreement and the Merger duly certified by a duly authorized officer of the Company and (ii) a certificate in the form and substance required by Treasury Regulations Section 1.897-2(h1.897‑2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been a "“United States real property holding corporation" ” within the meaning of Section 897(c)(2) of the Code and a notice of such certification to be provided to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), executed by a duly authorized officer of the CompanyCode. (d) Each of the Company, Buyer and the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement. (e) Each of the Company, Buyer and the Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement. (f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.06. (g) The Company will deliver to Buyer the Intellectual Property License Agreement, in substantially the form attached hereto as Exhibit H, duly executed and delivered by Ten-X and Xxxxxxx.xxx, LLC (the "License Agreement"7.02(k).