Common use of Closing Deliverables of Buyer Clause in Contracts

Closing Deliverables of Buyer. (a) At the Closing, Buyer shall deliver to Seller the following: (i) the Purchase Price less the Escrow Amount (which Escrow Amount Buyer shall deliver to the Escrow Agent pursuant to the Escrow Agreement); (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Employment Agreements, duly executed by Buyer; (iv) the Assignment and Assumption Agreement, duly executed by Buyer; (v) the Intellectual Property Assignment, duly executed by Buyer; (vi) the Facilities Lease, duly executed by Buyer; (vii) a certificate of the Secretary of Buyer: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer Parent as the sole member of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect; and (ii) certifying as to the incumbency of the officers of Buyer executing this Agreement and the other Transaction Documents on behalf of Buyer; and (viii) all other agreements, certificates, instruments and documents reasonably requested by Seller in order to fully consummate the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall pay to, or for the benefit of, Banc of America Leasing & Capital, LLC, on behalf of Seller, the amounts necessary to satisfy in full and terminate the Printer Leases as of the Effective Time.

Closing Deliverables of Buyer. (a) At the Closing, subject to the terms and conditions of this Agreement, including the satisfaction of all closing conditions contained in Section 8.01 and Section 8.02 at or prior to the Closing and the delivery by Seller Parties at or prior to the Closing of the items described in Section 2.07(b), Buyer shall: Pay the Cash Consideration payable to the Seller pursuant to Section 2.03 by wire transfer of immediately available funds to the account designated in writing by the Seller Representative; Pay the KR Cash Consideration to the Company by wire transfer of immediately available funds to the account designated in writing by the Seller Representative; Pay to the holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from the Company to such holder of outstanding Indebtedness as set forth on the Closing Indebtedness Statement; Execute and deliver to the applicable Seller Party a duly executed counterpart to the Ancillary Documents to which the Buyer is a party; and Pay, on behalf of the Seller Parties, the unpaid Transaction Expenses to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expense Statement. Closing Deliverables of the Seller, Seller Principals and KR. At the Closing, subject to the terms and conditions of this Agreement, including the satisfaction of all closing conditions contained in Section 8.01 and Section 8.03 at or prior to the Closing and the delivery by Buyer at or prior to the Closing of the items described in Section 2.07(a): Seller shall deliver to Buyer a duly executed assignment of the Membership Interests in the form of Exhibit B hereto (the “Assignment”) with respect to the Membership Interests; Each of Seller, Seller the following: (i) the Purchase Price less the Escrow Amount (which Escrow Amount Buyer Principals and KR shall deliver to the Escrow Agent pursuant Buyer a duly executed counterpart to the Escrow Agreement); (ii) the Escrow Agreement, duly executed by Buyer; (iii) the Employment Agreements, duly executed by Buyer; (iv) the Assignment and Assumption Agreement, duly executed by Buyer; (v) the Intellectual Property Assignment, duly executed by Buyer; (vi) the Facilities Lease, duly executed by Buyer; (vii) a certificate of the Secretary of Buyer: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer Parent as the sole member of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Ancillary Documents to which Buyer such Person is a party party; Each Seller Principal shall deliver to Buyer a duly executed IRS Form W-9; If requested by Xxxxx, Seller Principals and the consummation KR shall deliver to Buyer duly executed written resignations, effective as of the transactions contemplated hereby and therebyClosing Date, and that all such resolutions are in full force and effect; and (ii) certifying as to the incumbency of the officers and managers of the Company; DF shall deliver to Xxxxx a duly executed counterpart to the DF Employment Agreement; RF shall deliver to Buyer executing this Agreement a duly executed counterpart to the RF Employment Agreement; KR shall deliver to Xxxxx a duly executed counterpart to the KR Employment Agreement; and the Seller, Seller Principals and KR shall deliver to Buyer such other Transaction Documents on behalf of Buyer; and (viii) all other agreements, certificates, documents or instruments as Buyer reasonably requests and documents are reasonably requested by Seller in order necessary to fully consummate the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall pay to, or for the benefit of, Banc of America Leasing & Capital, LLC, on behalf of Seller, the amounts necessary to satisfy in full and terminate the Printer Leases as of the Effective Time.

Closing Deliverables of Buyer. (a) At the Closing, Buyer shall deliver to the Seller Parties, the followingBondholders and the ESOP, as applicable, all of the following documents: (i) the Base Purchase Price (as adjusted pursuant to Section 1.5(c)), less the Escrow Amount (which Escrow Amount Buyer shall deliver to be placed in the Escrow Agent Account pursuant to Section 1.6, payable by wire transfer of immediately available funds in accordance with the Escrow Agreement)Closing Statement; (ii) the Closing Statement, the Escrow Agreement, the Earn-Out Agreement, the Xxxx of Sale and Assignment and Assumption Agreement, the Offer Letters and the Non-Competition Agreements and Non-Solicitation Agreements, in each case duly executed by Buyer; (iii) the Employment Agreements, duly executed by Buyer; (iv) the Assignment and Assumption Agreement, duly executed by Buyer; (v) the Intellectual Property Assignment, duly executed by Buyer; (vi) the Facilities Lease, duly executed by Buyer; (vii) a certificate of the Secretary of Buyer: Buyer (iA) certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer Parent as the sole member of Buyer Buyer’s manager (or similar governing body), authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effecteffect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (B) certifying that attached thereto are true and complete copies of Buyer’s certificate of formation (or similar document), as amended through and in effect on the Closing Date; (C) certifying that attached thereto are true and complete copies of Buyer’s operating agreement, as amended through and in effect on the Closing Date; and (iiD) certifying as to the incumbency of the officers officer(s) of Buyer executing this Agreement and the other Transaction Documents on behalf of Buyer; (iv) a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of the State of Delaware, stating that Buyer is in good standing or has comparable active status in such state; and (viiiv) all such other agreements, certificates, instruments and documents reasonably requested by Seller in order relating to fully consummate the transactions contemplated by this AgreementAgreement as Parent may reasonably request. (b) At the Closing, Buyer shall pay to, or for the benefit of, Banc of America Leasing & Capital, LLC, on behalf of Seller, the amounts necessary to satisfy in full and terminate the Printer Leases as of the Effective Time.

Closing Deliverables of Buyer. (a) At the Closing, Buyer shall deliver to the Seller Parties all of the following: (i) the Base Purchase Price (as adjusted pursuant to Section 1.5(c)), less the Escrow Amount (which Escrow Amount Buyer shall deliver to placed in the Escrow Agent Account pursuant to Section 1.6, payable by wire transfer of immediately available funds in accordance with the Escrow Agreement)Closing Statement; (ii) the Closing Statement, the Escrow Agreement, the Earn-Out Agreement, the Bxxx of Sale and Assignment and Assumption Agreement, the Offer Letters, the Non-Competition Agreements and Non-Solicitation Agreements and the Lease, in each case duly executed by Buyer; (iii) the Employment Agreements, duly executed by Buyer; (iv) the Assignment and Assumption Agreement, duly executed by Buyer; (v) the Intellectual Property Assignment, duly executed by Buyer; (vi) the Facilities Lease, duly executed by Buyer; (vii) a certificate of the Secretary secretary of Buyer: Buyer (iA) certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer Parent as the sole member Buyer’s board of Buyer directors, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effecteffect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (B) certifying that attached thereto are true and complete copies of Buyer’s certificate of incorporation (or similar document), as amended through and in effect on the Closing Date; (C) certifying that attached thereto are true and complete copies of Buyer’s bylaws, as amended through and in effect on the Closing Date; and (iiD) certifying as to the incumbency of the officers officer(s) of Buyer executing this Agreement and the other Transaction Documents on behalf of Buyer; (iv) a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of the State of Delaware, stating that Buyer is in good standing or has comparable active status in such state; and (viiiv) all such other agreements, certificates, instruments and documents reasonably requested by Seller in order relating to fully consummate the transactions contemplated by this AgreementAgreement as Seller Representative may reasonably request. (b) At the Closing, Buyer shall pay to, or for the benefit of, Banc of America Leasing & Capital, LLC, on behalf of Seller, the amounts necessary to satisfy in full and terminate the Printer Leases as of the Effective Time.

Closing Deliverables of Buyer. (a) At the Closing, Buyer shall deliver to the Seller Parties all of the followingfollowing documents: (i) the Base Purchase Price (as adjusted pursuant to Section 1.5(c)), less the Indemnification Escrow Amount (which shall be placed in the Indemnification Escrow Amount Buyer shall deliver to the Escrow Agent Account pursuant to Section 1.6, payable by wire transfer of immediately available funds in accordance with the Escrow Agreement)Closing Statement; (ii) the Closing Statement, the Escrow Agreement A, the Escrow Agreement B, the Earn-Out Agreement A, the Earn-Out Agreement B, the Xxxx of Sale and Assignment and Assumption Agreement, the Non-Competition and Non-Solicitation Agreements, the Assignment and Assumption of the Xxxxxxxx Lease and the Assignment and Assumption of the Cold Storage Lease, in each case duly executed by Buyer; (iii) the Employment Agreements, duly executed by Buyer; (iv) the Assignment and Assumption Agreement, duly executed by Buyer; (v) the Intellectual Property Assignment, duly executed by Buyer; (vi) the Facilities Lease, duly executed by Buyer; (vii) a certificate of the Secretary of Buyer: Buyer (iA) certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer Parent as the sole member of Buyer Buyer’s manager (or similar governing body), authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effecteffect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (B) certifying that attached thereto are true and complete copies of Buyer’s certificate of formation (or similar document), as amended through and in effect on the Closing Date; (C) certifying that attached thereto are true and complete copies of Buyer’s operating agreement, as amended through and in effect on the Closing Date; and (iiD) certifying as to the incumbency of the officers officer(s) of Buyer executing this Agreement and the other Transaction Documents on behalf of Buyer; (iv) a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of the State of Delaware, stating that Buyer is in good standing or has comparable active status in such state; and (viiiv) all such other agreements, certificates, instruments and documents reasonably requested by Seller in order relating to fully consummate the transactions contemplated by this AgreementAgreement as Seller may reasonably request. (b) At the Closing, Buyer shall pay to, or for the benefit of, Banc of America Leasing & Capital, LLC, on behalf of Seller, the amounts necessary to satisfy in full and terminate the Printer Leases as of the Effective Time.