Common use of Closing Deliverables of Seller Clause in Contracts

Closing Deliverables of Seller. At the Closing, Seller shall deliver to Buyer the following: (a) evidence reasonably satisfactory to Buyer of the receipt of all approvals, consents, ratifications, waivers and other authorizations set forth on Schedule 8.1(a) and any Governmental Approvals otherwise necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (b) the Escrow Agreement, duly executed by Seller Representative; (c) the Employment Agreements, duly executed by each Shareholder; (d) a xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, transferring the tangible personal property included in the Acquired Assets to Buyer; (e) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to, and assumption by, Buyer of the Acquired Assets and the Assumed Liabilities; (f) an assignment, substantially in the form attached hereto as Exhibit E (the “Intellectual Property Assignment”), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Acquired Intellectual Property to Buyer; (g) a real property lease agreement, substantially in the form attached hereto as Exhibit F (the “Facilities Lease”), duly executed by JST Capital, LLC, a wholly-owned Subsidiary of Pritech, as lessor, providing for the lease to Buyer of the facilities utilized by Seller in the Business located at 0000 Xxxxxxxx Xxxxxxx, Douglasville, Georgia 30134; (h) an affidavit, in compliance with Treasury Regulation Section 1.1445-2(b) and dated as of the Closing Date, duly executed by Pritech and certifying that Pritech is not a “foreign person” for purposes of Section 1445 of the Code; (i) evidence, satisfactory to Buyer, of full and complete payment of all Indebtedness of Seller and releases with respect to all Liens (other than Permitted Encumbrances) encumbering any of Seller’s assets (or payoff letters with respect thereto, including with respect to the Printer Leases, satisfactory to Buyer); (j) all Governmental Licenses, if any, to be transferred pursuant to Section 2.2(f), in a form reasonably acceptable to Buyer; (k) a certificate of the Secretary of each of Pritech and Seller: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s board of directors, shareholders, members or managers (or similar governing body), as applicable, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such entity 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 such entity executing this Agreement and the other Transaction Documents on behalf of such entity; (l) 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 Georgia and in each state in which Seller is qualified to conduct business, stating that Seller is in good standing or has comparable active status in such state; and (m) all other agreements, certificates, instruments and documents reasonably requested by Buyer in order to fully consummate the transactions contemplated by this Agreement.

Closing Deliverables of Seller. At On or before the ClosingClosing Date, Seller shall will deliver to Buyer the followingfollowing documents and instruments (the “Seller Closing Documents”), each of which will have been duly executed and, where appropriate, acknowledged or notarized: (a1) evidence reasonably satisfactory to Buyer A closing statement approved by the parties (the “Closing Statement”), which sets forth the Purchase Price disbursement information, the amount of the receipt of all approvals, consents, ratifications, waivers Estimated Working Capital Adjustment and such other authorizations set forth on Schedule 8.1(a) and any Governmental Approvals otherwise necessary for matters to be undertaken at Closing in order to consummate the consummation of the transactions contemplated by this Agreement and the other Transaction DocumentsContemplated Transactions; (b2) A Xxxx of Sale conveying all of the Escrow AgreementAssets to Buyer, duly executed by Seller Representativein the form attached hereto and made a part hereof as Exhibit 2.6(b)(2); (c3) A certificate from Seller that the Employment Agreements, duly executed by each Shareholderrepresentations and warranties of Seller set forth herein are true and correct as of Closing; (d4) a xxxx A certificate of saleexistence of the Seller issued by the Ohio Secretary of State, substantially dated not more than ten (10) days before the Closing Date; (5) Certificates of Good Standing of the Seller issued by the Secretary of State of each State in which the Seller does business, dated not more than ten (10) days before the Closing Date; (6) The Non-Compete Agreement; (7) Consents of all parties identified in Section 3.1(h) necessary to allow the parties to consummate the transaction contemplated herein; (8) A special warranty deed for the Property, subject only to the Permitted Exceptions as hereinafter defined, in the form attached hereto as Exhibit C (the “Xxxx of Sale”2.6(b)(8), duly executed by Seller, transferring the tangible personal property included in the Acquired Assets to Buyer; (e9) an assignment and assumption agreement, substantially A general seller’s affidavit in form regarding the Property acceptable to Buyer in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”2.6(b)(9), duly executed by Seller, effecting the assignment to, and assumption by, Buyer of the Acquired Assets and the Assumed Liabilities; (f10) an assignment, substantially A quit claim deed for the Property containing a legal description based upon a current and accurate survey of the Property in the form attached hereto as Exhibit E (the “Intellectual Property Assignment”2.6(b)(10), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Acquired Intellectual Property to Buyer; (g11) a real property lease agreement, substantially The assignment of the Permits in the form attached hereto as Exhibit F (the “Facilities Lease”), duly executed by JST Capital, LLC, a wholly-owned Subsidiary of Pritech, as lessor, providing for the lease to Buyer of the facilities utilized by Seller in the Business located at 0000 Xxxxxxxx Xxxxxxx, Douglasville, Georgia 30134; (h) an affidavit, in compliance with Treasury Regulation Section 1.1445-2(b) and dated as of the Closing Date, duly executed by Pritech and certifying that Pritech is not a “foreign person” for purposes of Section 1445 of the Code; (i) evidence, satisfactory to Buyer, of full and complete payment of all Indebtedness of Seller and releases with respect to all Liens (other than Permitted Encumbrances) encumbering any of Seller’s assets (or payoff letters with respect thereto, including with respect to the Printer Leases, satisfactory to Buyer2.6(b)(11); (j12) all Governmental LicensesA copy, if anycertified by an officer of Seller, to be transferred pursuant to Section 2.2(f), in a form reasonably acceptable to Buyer; (k) a certificate of the Secretary resolution of each of Pritech the Seller’s members authorizing and Seller: (i) certifying that attached thereto are true approving the execution and complete copies of all resolutions adopted by such entity’s board of directors, shareholders, members or managers (or similar governing body), as applicable, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such entity 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 such entity executing this Agreement and the other Transaction Documents on behalf of such entityContemplated Transactions; (l13) a certificate, dated not earlier than The Escrow Agreement fully executed by Seller and Escrow Agent; and, (14) Such other documents as Buyer may reasonably request for the tenth (10th) Business Day prior purposes of properly documenting and giving effect to the Closing Date, of Contemplated Transactions to occur at the Secretary of State of the State of Georgia and in each state in which Seller is qualified to conduct business, stating that Seller is in good standing or has comparable active status in such state; and (m) all other agreements, certificates, instruments and documents reasonably requested by Buyer in order to fully consummate the transactions contemplated by this AgreementClosing.

Closing Deliverables of Seller. At the Closing, Seller shall deliver the following to Buyer at, or prior to, the followingClosing: (a) evidence reasonably satisfactory to Buyer a Bxxx of Sale substantially in the receipt form attached hereto as Exhibit B (the “Bxxx of all approvalsSale”), consents, ratifications, waivers and other authorizations set forth on Schedule 8.1(a) and any Governmental Approvals otherwise necessary for the consummation of the transactions contemplated duly executed by this Agreement and the other Transaction DocumentsSeller; (b) the Escrow Agreement, duly executed by Seller Representative; (c) the Employment Agreements, duly executed by each Shareholder; (d) a xxxx of sale, an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”Assignment and Assumption Agreement), duly executed by Seller, transferring the tangible personal property included in the Acquired Assets to Buyer; (ec) an assignment (i) written consent of the Parent approving the transactions contemplated by this Agreement and assumption agreement, (ii) unanimous written consent of the board of managers of the Seller approving the transactions contemplated by this Agreement; (d) a Transition Services Agreement substantially in the form attached hereto as Exhibit D (the “Assignment and Assumption Transition Services Agreement”), duly executed by Seller, effecting the assignment to, and assumption by, ; (e) evidence reasonably satisfactory to Buyer of the Acquired release of any liens on the Purchased Assets held by Jxxxxxx Investment Group, LLC and the Assumed LiabilitiesMidcap Funding X Trust, acting through its agent Midcap Funding IV Trust, as Agent; (f) an assignment, a TLA Assignment and Assumption Agreement substantially in the form attached as Exhibit E; (g) an Assignment of Sublease executed by Seller in substantially the form attached hereto as Exhibit E F; (h) a side letter from Seller and Parent, to Nxxx Xxxxxxx (the “Intellectual Property AssignmentExxxxxx Side Letter”), duly executed by acknowledging and agreeing that (i) neither Seller nor Parent has any claim against Exxxxxx, whether based in contract or tort or otherwise, with respect to any aspect of his employment with or previous relationship with Seller, transferring (ii) all post-termination obligations owed by Exxxxxx to Seller or Parent pursuant to any employment agreement or similar agreement (including without limitation that certain Employment Agreement dated as of September 15, 2017 by and between Seller and Exxxxxx (including any amendments thereto, the “Exxxxxx Employment Agreement”) are terminated and of no further force and effect; and (iii) each of Seller and Parent covenants not to sxx Xxxxxxx or Buyer based on the matters described in (i) and (ii) above; (i) the Escrow Agreement signed by the Seller and the Escrow Agent; and (j) all such other documents and instruments, as may be reasonably required by Buyer to convey Seller’s right, title and interest in and to the Acquired Intellectual Property Purchased Assets to Buyer; (g) a real property lease agreement, substantially in the form attached hereto as Exhibit F (the “Facilities Lease”), duly executed by JST Capital, LLC, a wholly-owned Subsidiary of Pritech, as lessor, providing for the lease to Buyer of the facilities utilized by Seller in the Business located at 0000 Xxxxxxxx Xxxxxxx, Douglasville, Georgia 30134; (h) an affidavit, in compliance with Treasury Regulation Section 1.1445-2(b) and dated as of the Closing Date, duly executed by Pritech and certifying that Pritech is not a “foreign person” for purposes of Section 1445 of the Code; (i) evidence, satisfactory to Buyer, of full and complete payment of all Indebtedness of Seller and releases with respect to all Liens (other than Permitted Encumbrances) encumbering any of Seller’s assets (or payoff letters with respect thereto, including with respect to the Printer Leases, satisfactory to Buyer); (j) all Governmental Licenses, if any, to be transferred pursuant to Section 2.2(f), in a form reasonably acceptable to Buyer; (k) a certificate of the Secretary of each of Pritech and Seller: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s board of directors, shareholders, members or managers (or similar governing body), as applicable, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such entity 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 such entity executing this Agreement and the other Transaction Documents on behalf of such entity; (l) 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 Georgia and in each state in which Seller is qualified to conduct business, stating that Seller is in good standing or has comparable active status in such state; and (m) all other agreements, certificates, instruments and documents reasonably requested by Buyer in order to fully consummate the transactions contemplated by this Agreement.

Closing Deliverables of Seller. At the Closing, Seller shall deliver deliver, or cause to be delivered, to Buyer or any other Person designated by Buyer (unless the followingdelivery is waived in writing by Buyer), the following documents, in each case duly executed or otherwise in proper form: (a) evidence reasonably satisfactory to Buyer A non-foreign affidavit of the receipt of all approvals, consents, ratifications, waivers and other authorizations set forth on Schedule 8.1(a) and any Governmental Approvals otherwise necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (b) the Escrow Agreement, duly executed by Seller Representative; (c) the Employment Agreements, duly executed by each Shareholder; (d) a xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, transferring the tangible personal property included in the Acquired Assets to Buyer; (e) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to, and assumption by, Buyer of the Acquired Assets and the Assumed Liabilities; (f) an assignment, substantially in the form attached hereto as Exhibit E (the “Intellectual Property Assignment”), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Acquired Intellectual Property to Buyer; (g) a real property lease agreement, substantially in the form attached hereto as Exhibit F (the “Facilities Lease”), duly executed by JST Capital, LLC, a wholly-owned Subsidiary of Pritech, as lessor, providing for the lease to Buyer of the facilities utilized by Seller in the Business located at 0000 Xxxxxxxx Xxxxxxx, Douglasville, Georgia 30134; (h) an affidavit, in compliance with Treasury Regulation Section 1.1445-2(b) and dated as of the Closing Date, duly executed by Pritech in form and certifying substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that Pritech Seller is not a “foreign person” for purposes of as defined in Section 1445 of the Code; (ib) evidence, satisfactory to Buyer, A copy of full and complete payment of all Indebtedness of Seller and releases with respect to all Liens (other than Permitted Encumbrances) encumbering any the authorizing resolutions of Seller’s assets (or payoff letters with respect thereto, including with respect to the Printer Leases, satisfactory to Buyer); (j) all Governmental Licenses, if any, to be transferred pursuant to Section 2.2(f), in a form reasonably acceptable to Buyer; (k) a certificate of the Secretary of each of Pritech and Seller: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s board of directors, shareholders, members or managers (or similar governing body), certified by the secretary of Seller as applicablehaving been duly and validly adopted and being in full force and effect, authorizing the execution, execution and delivery and performance of this Agreement and the other Transaction Documents Ancillary Agreements to which such entity Seller is a party and the consummation of the transactions contemplated hereby and thereby; (c) Copies of the following for the Company certified by an officer of the Company: (i) the Company’s certificate of incorporation, and that all such resolutions are in full force and effectas amended, certified by the Secretary of State of Delaware as of a recent date; and (ii) certifying as to the incumbency of the officers of such entity executing this Agreement and the other Transaction Documents on behalf of such entity; (l) a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, certificate of the Secretary of State of Delaware as of a recent date as to the State of Georgia legal existence and in each state in which Seller is qualified to conduct business, stating that Seller is in good standing or has comparable active status of the Company; and (iii) the Company’s by-laws, as amended; (d) Copies of each of the following for each Subsidiary of the Company certified by an officer of such Subsidiary: (i) such Subsidiary’s organizational documents, certified by the appropriate Governmental Authority as of a recent date; (ii) a certificate as to such Subsidiary’s legal existence and good standing (to the extent such concepts are applicable) in such stateSubsidiary’s jurisdiction of incorporation or formation, certified by the appropriate Governmental Authority as of a recent date; and (iii) such Subsidiary’s by-laws, operating agreement or equivalent organizational document, as applicable, as amended; (e) A transition services agreement in the form attached hereto as Exhibit C (the “Transition Services Agreement”), duly executed by Buyer, the Company and Vision; (f) A registration rights agreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), duly executed by Seller; (g) The Escrow Agreement, duly executed by Seller; (h) Copies of all Seller Required Government Approvals listed on or required to be listed on Schedule 3.4(a); (i) All approvals and consents listed on Schedule 5.1(i); (j) Omnibus assignment entered into between the Company and Vision assigning the Contracts set forth on Schedule 5.1(j); (k) Resignations from each of the directors and offices of the Company set forth on Schedule 5.1(k); (l) An assignment to Buyer of the patents of the Company or a Subsidiary of the Company set forth on Schedule 5.1(l); (m) [intentionally omitted]; (n) The real property lease assignments set forth on Schedule 5.1(n); and (mo) all other agreementsEvidence of termination of the Shared Services Agreement, certificatesdated as of June 16, instruments 2016, by and documents reasonably requested by Buyer in order to fully consummate between Vision and the transactions contemplated by this AgreementCompany.

Closing Deliverables of Seller. At the Closing, Seller shall deliver deliver, or cause to Buyer be delivered, the followingfollowing to Purchaser: (a) evidence reasonably satisfactory to Buyer a xxxx of sale and assignment and assumption agreement in the receipt form of all approvals, consents, ratifications, waivers and other authorizations set forth on Schedule 8.1(a) and any Governmental Approvals otherwise necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (b) the Escrow AgreementExhibit E hereto, duly executed by Seller Representative; (c) the Employment Agreements, duly executed by each Shareholder; (d) a xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”); (b) an intellectual property assignment agreement in the form of Exhibit F hereto, duly executed by Seller, transferring Seller (the tangible personal property included in the Acquired Assets to Buyer“IP Assignment Agreement”); (e) an assignment and assumption agreement, substantially in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), duly executed by Seller, effecting the assignment to, and assumption by, Buyer of the Acquired Assets and the Assumed Liabilities; (f) an assignment, substantially in the form attached hereto as Exhibit E (the “Intellectual Property Assignment”), duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Acquired Intellectual Property to Buyer; (gc) a real property lease agreement, substantially in the form attached hereto as Exhibit F (the “Facilities Lease”), duly executed by JST Capital, LLC, a whollynon-owned Subsidiary of Pritech, as lessor, providing for the lease to Buyer of the facilities utilized by Seller in the Business located at 0000 Xxxxxxxx Xxxxxxx, Douglasville, Georgia 30134; (h) an affidavit, in compliance with Treasury Regulation Section 1.1445-2(b) and foreign affidavit dated as of the Closing Date, duly executed by Pritech and certifying sworn under penalty of perjury in accordance with the requirements of the Treasury Regulations issued pursuant to Section 1445 of the Code, in a form reasonably satisfactory to Purchaser, stating that Pritech Seller is not a “foreign person” for purposes of as defined in Section 1445 of the Code; (d) a completed and properly executed IRS Form W-9 (or the appropriate version of IRS Form W-8 (as and if applicable)) from Seller and from each other Person entitled to receive any payment pursuant to this Agreement; (e) a certificate (the “Secretary’s Certificate”) dated as of the Closing Date, signed by the Secretary of Seller, certifying as to (i) evidence, satisfactory to Buyer, an attached copy of full and complete payment of all Indebtedness the organizational documents of Seller and releases with respect to all Liens stating that such organizational documents have not been amended, modified, revoked or rescinded, (other than Permitted Encumbrancesii) encumbering any of Seller’s assets (or payoff letters with respect thereto, including with respect to the Printer Leases, satisfactory to Buyer); (j) all Governmental Licenses, if any, to be transferred pursuant to Section 2.2(f), in a form reasonably acceptable to Buyer; (k) a certificate an attached copy of the Secretary resolutions of each of Pritech and Seller: (i) certifying that attached thereto are true and complete copies of all resolutions adopted by such entity’s the board of directors, shareholders, members or managers (or similar governing body), as applicable, directors of Seller authorizing and approving the execution, delivery and performance of of, and the consummation of, this Agreement and the other Transaction Documents to which such entity is a party each Ancillary Document and the consummation of the transactions contemplated hereby Transactions and therebystating that such resolutions have not been amended, modified, revoked or rescinded and (iii) an attached copy of the resolutions of the stockholders of Seller authorizing and approving the execution, delivery and performance of, and that all such resolutions are in full force and effect; and (ii) certifying as to the incumbency of the officers of such entity executing consummation of, this Agreement and each Ancillary Document and the other Transaction Documents on behalf consummation of the Transactions and stating that such entityresolutions have not been amended, modified, revoked or rescinded; (lf) a certificate, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of good standing certificates from the Secretary of State of the any State of Georgia and in each state in which Seller is qualified to conduct do business, stating dated within 3 business days prior to the Closing Date; (g) counterpart signature pages to each Stockholder Agreement, duly executed by Seller; (h) employment offer letters, duly executed by each employee of Seller to whom such offer letter is addressed that Seller is in good standing has accepted an offer of employment with Purchaser following the Closing; (i) one or has comparable active status in such statemore CD ROMS or flash drive containing electronic copies of the data room as of the Closing; (j) payoff letters with respect to all Indebtedness; and (mk) evidence reasonably satisfactory to Purchaser of the termination of all other agreements, certificates, instruments and documents reasonably requested by Buyer in order to fully consummate outstanding Encumbrances (except for Permitted Encumbrances) on the transactions contemplated by this AgreementTransferred Assets.