Common use of Closing Deliverables of Sellers Clause in Contracts

Closing Deliverables of Sellers. At the Closing, concurrent with the execution of this Agreement, Sellers shall deliver or cause to be delivered to Purchaser the following: (a) Assignments of the Purchased Membership Interests, free and clear of all Liens, to Purchaser or the entity designated by Purchaser to take delivery of the Purchased Membership Interests, in each case duly executed by the applicable Seller; (b) Completed and executed form W-9s for each Seller; (c) The spousal consent executed by each Seller’s spouse, as applicable, attached hereto as Exhibit B (the “Spousal Consent”); (d) A good standing certificate for each Acquired Company from the state of its formation and each state in which it is qualified to do business dated within ten (10) days prior to the Closing Date; (e) An executed affidavit or affidavits of non-foreign status that reasonably complies with Section 1445 of the Code and the Treasury Regulations thereunder (the “FIRPTA Certificate”); (f) The Books and Records or other seal (to the extent such seals exist and are in Sellers’ possession); provided that Sellers’ obligation to deliver such Books and Records shall be deemed satisfied to the extent such Books and Records are located on the premises of the Acquired Companies at the Closing; (g) Duly executed resignations of the directors, officers and managers of each Acquired Company listed on Schedule 7.2(g) effective as of the Closing, in the form attached hereto as Exhibit C; (h) All payoff and release letters (the “Payoff Letters”) from the holders (or their authorized agents) of the Payoff Debt that reflect the amounts (the “Payoff Amounts”) required in order to pay in full all Payoff Debt. To the extent the Payoff Debt is secured by Liens on the Assets, all such Liens shall be terminated and of no further force and effect upon payment in full of the Payoff Debt, and Sellers shall deliver to Purchaser UCC-3 termination statements with respect to the financing statements filed against the Assets by the holders of such Liens; (i) A schedule containing Sellers’ calculation of Net Working Capital as of the Closing Date; (j) The Company Consents set forth on Schedule 4.2; (k) Trademark Agreement, attached hereto as Exhibit D; (l) The duly executed Xxxxxx Purchase Documents; (m) The Funds Flow Memorandum, duly executed by Sellers; and (n) Such other documents and instruments as Purchaser shall reasonably request to consummate the transactions contemplated hereby.

Closing Deliverables of Sellers. At Subject to the Closing, concurrent with the execution terms and conditions of this Agreement, at the Closing, Sellers shall deliver or cause to be delivered to Purchaser Buyer the following: : (a) Assignments special warranty deeds, in form and substance reasonably satisfactory to both Buyer and Sellers, conveying to Buyer all of Seller’s right, title and interest in and to (i) the Owned Surface Tracts, (ii) the Owned Coal Reserves and (iii) only to the extent applicable, any Other Minerals and appurtenant rights owned by any Seller within the outside boundary of the Amonate Mine Complex Property (the “Special Warranty Deeds”), duly executed by Sellers, as applicable, and duly notarized in 21 recordable form for recordation in XxXxxxxx County, West Virginia, and Tazewell County, Virginia, as applicable; (b) an assignment and assumption agreement, in form and substance reasonably satisfactory to both Buyer and Sellers, assigning to Buyer (i) all of Sellers’ right, title and interest in and to the Coal Leases (other than the Xxxxxx Leases and the Berwind Lease) and the Leased Coal Reserves (other than Excluded Seller Coal Reserves and the Coal Reserves leased by Sellers pursuant to the Berwind Lease) and all other rights and interests leased by any Seller pursuant thereto and (ii) the Surface Leases and the Leased Surface Tracts and all other rights and interests leased by any Seller pursuant thereto (the “Assignment of Leases”), duly executed by Sellers, as applicable, and duly notarized in recordable form for recordation in XxXxxxxx County, West Virginia, and Tazewell County, Virginia, as applicable; (c) deeds of easement, leases, assignments and other instruments, as applicable, in form and substance reasonably satisfactory to both Buyer and Sellers, granting, transferring and assigning to Buyer, as applicable, all of Sellers’ right, title and interest in and to the Easements (other than those which are assigned or partially assigned to Buyer pursuant to other Transaction Documents) (the “Easement Instruments”), duly executed by Sellers, as applicable, and duly notarized in recordable form for recordation in XxXxxxxx County, West Virginia, and Tazewell County, Virginia, as applicable; (d) an assignment and assumption agreement, in form and substance reasonably satisfactory to both Buyer and Sellers, assigning the Purchase Permits from Sellers to Buyer subject to the final approval of all applicable Governmental Agencies, (the “Assignment of Permits”), duly executed by Sellers, as applicable; (e) an assignment and assumption agreement, in form and substance reasonably satisfactory to both Buyer and Sellers, assigning the Railroad Agreements from Sellers to Buyer (the “Assignment of Railroad Agreements”), duly executed by Sellers, as applicable; (f) an assignment and assumption agreement, in form and substance reasonably satisfactory to both Buyer and Sellers, assigning the Purchased Membership InterestsContracts from Sellers to Buyer (the “Assignment of Contracts”), duly executed by Sellers, as applicable; (g) an assignment and assumption agreement, in form and substance reasonably satisfactory to both Buyer and Sellers, assigning the Warranty Rights from Sellers to Buyer (the “Assignment of Warranty Rights”), duly executed by Sellers, as applicable; (h) a xxxx of sale, in form and substance reasonably satisfactory to both Buyer and Sellers, transferring and conveying the Tangible Personal Property and the Purchased Books and Records from Sellers to Buyer, free and clear of all Liensany Liens or Encumbrances (other than Permitted Liens and Permitted Encumbrances) (the “Xxxx of Sale”), to Purchaser or the entity designated by Purchaser to take delivery of the Purchased Membership Interests, in each case duly executed by the applicable Seller; (b) Completed and executed form W-9s for each Seller; (c) The spousal consent executed by each Seller’s spouseSellers, as applicable; (i) a permit operating agreement, attached hereto in form and substance reasonably satisfactory to both Buyer and Sellers, giving Buyer the right to operate under the Purchased Mining 22 Permits during the Transfer Period as Exhibit B contemplated in Section 7.5 (the “Spousal ConsentPermit Operating Agreement”); (d) A good standing certificate for each Acquired Company from the state of its formation and each state in which it is qualified to do business dated within ten (10) days prior to the Closing Date; (e) An executed affidavit or affidavits of non-foreign status that reasonably complies with Section 1445 of the Code and the Treasury Regulations thereunder (the “FIRPTA Certificate”); (f) The Books and Records or other seal (to the extent such seals exist and are in Sellers’ possession); provided that Sellers’ obligation to deliver such Books and Records shall be deemed satisfied to the extent such Books and Records are located on the premises of the Acquired Companies at the Closing; (g) Duly executed resignations of the directors, officers and managers of each Acquired Company listed on Schedule 7.2(g) effective as of the Closing, in the form attached hereto as Exhibit C; (h) All payoff and release letters (the “Payoff Letters”) from the holders (or their authorized agents) of the Payoff Debt that reflect the amounts (the “Payoff Amounts”) required in order to pay in full all Payoff Debt. To the extent the Payoff Debt is secured by Liens on the Assets, all such Liens shall be terminated and of no further force and effect upon payment in full of the Payoff Debt, and Sellers shall deliver to Purchaser UCC-3 termination statements with respect to the financing statements filed against the Assets by the holders of such Liens; (i) A schedule containing Sellers’ calculation of Net Working Capital as of the Closing Date; (j) The Company Consents set forth on Schedule 4.2; (k) Trademark Agreement, attached hereto as Exhibit D; (l) The duly executed Xxxxxx Purchase Documents; (m) The Funds Flow Memorandum, duly executed by Sellers; and (j) a partial assignment and assumption of the MCSA, in form and substance reasonably satisfactory to both Buyer and Sellers (the “MCSA Partial Assignment”), duly executed by Coronado IV and Xxxxxxxx; (k) a memorandum of the MCSA Partial Assignment, in form and substance reasonably satisfactory to both Buyer and Sellers (the “MCSA Partial Assignment Memorandum”), duly executed by Coronado IV and Xxxxxxxx, and duly notarized in recordable form for recordation in XxXxxxxx County, West Virginia, and Tazewell County, Virginia; (l) a partial assignment and assumption of each of the Xxxxxx Leases, in form and substance reasonably satisfactory to both Buyer and Sellers (the “Xxxxxx Leases Partial Assignment”), duly executed by Sellers; provided, that the Xxxxxx Leases Partial Assignment shall address (i) the proration of the minimum rental or royalty requirements under the Xxxxxx Leases, (ii) the recoupment rights pertaining thereto, amongst Buyer and Sellers, as applicable, and (iii) the bifurcation of the tax reimbursements owed to the lessors thereunder, in each case, on a reasonable basis mutually acceptable to Buyer and Sellers in good faith, based on their respective leased mining rights thereunder; (m) an assignment and assumption agreement, in form and substance reasonably satisfactory to both Buyer and Sellers, assigning to Buyer the Berwind Lease, the Coal Reserves leased by any Seller pursuant thereto and any and all other rights and interests leased by any Seller Pursuant thereto (the “Berwind Lease Assignment”); (n) Such written wire instructions for a bank account designated by Seller for its receipt of Buyer’s payment of the Base Purchase Price; (o) a duly-executed certificate of the Secretary (or equivalent officer or manager) of each Seller certifying as to (i) the resolutions of the board of directors (or managers) and the owner of such Seller and the board of directors of such Seller’s ultimate corporate parent, which authorize the execution, delivery and performance of this Agreement and the other documents Transaction Documents and instruments as Purchaser shall reasonably request to consummate the consummation of the transactions contemplated herebyherein and therein and (ii) the names and signatures of the officers (or managers) of such Seller authorized to sign this Agreement and the other Transaction Documents; (p) the Allocation Schedule (if required by the Code); (q) the Seller Insurance Schedule; (r) true and correct copies of duly-filed UCC-3 financing statement terminations or amendments releasing each of the Liens on Purchased Assets set forth on Schedule 4.23; and (s) such other customary instruments of transfer or assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to or evidence the transactions contemplated by this Agreement.

Closing Deliverables of Sellers. At the Closing, concurrent with the execution of this Agreement, Sellers shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer each of the following: (ai) Assignments of the Restrictive Covenant Agreement in substantially the form attached hereto as Exhibit B (the “Restrictive Covenant Agreement”), executed by Seller Parent and Sellers; (ii) to the extent Purchased Membership Equity Interests are certificated, certificates evidencing such Purchased Equity Interests, free duly endorsed in blank (or with stock or unit powers in substantially the form attached hereto as Exhibit C-1, duly executed by the applicable Seller) and clear to the extent Purchased Equity Interests are uncertificated, an assignment of all Lienssuch Purchased Equity Interests in substantially the form attached hereto as Exhibit C-2, to Purchaser or the entity designated by Purchaser to take delivery of the Purchased Membership Interests, in each case duly executed by the applicable Seller; (biii) Completed and executed form W-9s for each Seller; (c) The spousal consent executed by each Seller’s spouse, as applicable, attached hereto as Exhibit B (the “Spousal Consent”); (d) A good standing certificate for each Acquired Company from the state of its formation and each state transition services agreement in which it is qualified to do business dated within ten (10) days prior to the Closing Date; (e) An executed affidavit or affidavits of non-foreign status that reasonably complies with Section 1445 of the Code and the Treasury Regulations thereunder (the “FIRPTA Certificate”); (f) The Books and Records or other seal (to the extent such seals exist and are in Sellers’ possession); provided that Sellers’ obligation to deliver such Books and Records shall be deemed satisfied to the extent such Books and Records are located on the premises of the Acquired Companies at the Closing; (g) Duly executed resignations of the directors, officers and managers of each Acquired Company listed on Schedule 7.2(g) effective as of the Closing, in substantially the form attached hereto as Exhibit CD (the “Transition Services Agreement”), duly executed by LLC Seller; (hiv) All the processing services agreement in substantially the form attached hereto as Exhibit E (the “Processing Services Agreement”), duly executed by LLC Seller; (v) a completed IRS Form W-9 executed by each Seller and Seller Parent; (vi) a letter of resignation duly executed by each current director, manager and/or officer of the Acquired Entities; (vii) a certificate of the Secretary or other authorized officer of each Seller, evidencing (a) the authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Sellers (or any Affiliate thereof) is a party, and (b) the authorization of the accelerated vesting of all outstanding stock options, restricted stock, restricted stock units or any other equity incentive award of Seller Parent held by Continuing Employees; (viii) to the extent that any Acquired Entity Indebtedness constitutes indebtedness for borrowed money, payoff letters, in form and substance reasonably satisfactory to Buyer, evidencing the discharge or payment in full of the Acquired Entity Indebtedness, guarantees of such Acquired Entity Indebtedness and the release letters of all Liens securing such Acquired Entity Indebtedness or secured by any Contributed Assets (the “Payoff Letters”); (ix) from the holders (or their authorized agents) a release and discharge of the Payoff Debt that reflect the amounts (the “Payoff Amounts”) required in order to pay in full all Payoff Debt. To the extent the Payoff Debt is secured by Liens on the Assets, all such Liens shall be terminated and of no further force and effect upon payment in full of the Payoff DebtLiens, and Sellers shall deliver a release and termination of all guarantees provided by, any Acquired Entity, pursuant to Purchaser UCC-3 termination statements or relating to the Credit Agreement on or with respect to the financing statements filed against securities or the Assets by assets of any Acquired Entity and authorization of the holders Sellers or any of their designees to file terminations evidencing such Liensrelease and discharge; (ix) A schedule containing Sellers’ calculation of Net Working Capital as of a release, duly executed by each Seller in substantially the Closing Date; (j) The Company Consents set forth on Schedule 4.2; (k) Trademark Agreement, form attached hereto as Exhibit D; (l) The duly executed Xxxxxx Purchase Documents; (m) The Funds Flow Memorandum, duly executed by SellersF-1; and (nxi) Such other documents and instruments as Purchaser shall reasonably request to consummate the transactions contemplated herebyTangible Personal Property List, prepared in accordance with Section 5.21.

Closing Deliverables of Sellers. At On the ClosingClosing Date, concurrent with the execution of this Agreementunless waived in writing by Purchaser, Sellers each Seller shall deliver or cause to be delivered to Purchaser the followingPurchaser: (a) Assignments A certificate, dated the Closing Date and signed by the CEO, President or a Vice President of such Seller, stating that all the representations and warranties of Sellers set forth in Article IV hereof shall be true on and as of the Purchased Membership InterestsClosing Date, free except to the extent that the failure of any such representation or warranty to be true and clear correct on and as of all Liensthe Closing Date, individually or in the aggregate, would not be reasonably likely to Purchaser have a material adverse effect on the Business or the entity designated by Purchaser to take delivery Purchased Assets, or a material adverse effect upon the consummation of the Purchased Membership Interests, in each case duly executed by the applicable Seller;transactions contemplated hereby. (b) Completed A certificate, dated the Closing Date and executed form W-9s for each signed by the CEO, President or a Vice President of such Seller;, stating that all of the terms, covenants and conditions of this Agreement to be complied with and performed by Sellers at or prior to the Closing shall have been duly complied with and performed in all material respects. (c) The spousal consent executed by each Certificates of the Secretary or an Assistant Secretary of such Seller’s spouse, dated the Closing Date, (A) as applicableto the incumbency and signatures of the officers of such Seller executing this Agreement and the Ancillary Documents, and (B) certifying attached hereto as Exhibit B (resolutions of the “Spousal Consent”);Board of Directors of such Seller that authorize the execution, delivery and performance of this Agreement and the Ancillary Documents. (d) A good standing certificate for each Acquired Company from the state of its formation and each state in which it is qualified to do business certificate, dated within ten no more than two (102) days Business Days prior to the Closing Date;Closing, of such Seller. (e) An executed affidavit or affidavits of non-foreign status that reasonably complies with Section 1445 Any and all required consents from third parties to the instruments required to allow the consummation of the Code sale of the Purchased Assets and the Treasury Regulations thereunder (the “FIRPTA Certificate”);other transactions contemplated hereby. (f) The Books and Records or other seal (An opinion of counsel to the extent such seals exist and are in Sellers’ possession); provided that Sellers’ obligation to deliver such Books and Records shall be deemed satisfied to the extent such Books and Records are located on the premises of the Acquired Companies at the Closing; (g) Duly executed resignations of the directors, officers and managers of each Acquired Company listed on Schedule 7.2(g) effective as of the Closing, in the form attached hereto as Exhibit C;D. (g) A xxxx of sale for the Purchased Assets. (h) All payoff An assignment and release letters (the “Payoff Letters”) from the holders (or their authorized agents) assumption of the Payoff Debt that reflect the amounts (the “Payoff Amounts”) required in order to pay in full all Payoff Debt. To the extent the Payoff Debt is secured by Liens on the Assets, all such Liens shall be terminated and of no further force and effect upon payment in full of the Payoff Debt, and Sellers shall deliver to Purchaser UCC-3 termination statements with respect to the financing statements filed against the Assets by the holders of such Liens;obligations agreement. (i) A schedule containing Sellers’ calculation of Net Working Capital as of the Closing Date;The Co-Pack Agreement signed by Integrated Brands, Inc. and Sugar Creek Foods, Inc. (j) The Company Consents set forth on Schedule 4.2; (k) Trademark Agreement, attached hereto as Exhibit D; (l) The duly executed Xxxxxx Purchase Documents; (m) The Funds Flow Memorandum, duly executed Escrow Agreement signed by Sellers; and (n) Such other documents and instruments as Purchaser shall reasonably request to consummate the transactions contemplated herebyeach Seller.