Common use of Closing Deliverables of the Company Clause in Contracts

Closing Deliverables of the Company. In addition to those items described in Section 2.3, the obligation of each Holder to exchange the Exchanged Notes for the Second Lien Notes is conditioned upon the delivery of the following (any or all of which may be waived by such Holder in its sole discretion): (a) a certificate of the Company and each Guarantor dated as of the Closing Date and executed by an officer of such obligor, which shall (A) certify that attached thereto is a true and complete copy of the resolutions, written consents or extracts of minutes of a meeting, as applicable, of the its board of directors, board of managers, shareholders, members or other governing body (as the case may be and in each case, to the extent required) authorizing the execution, delivery and performance of the Transaction Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers or authorized signatories of such obligor that is authorized to sign the Transaction Documents to which it is a party on the Closing Date, as applicable and (C) certify (I) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association, articles of association or other equivalent thereof) of such obligor on the Closing Date (in the case of any U.S. obligor, certified by the relevant authority of the jurisdiction of organization of such obligor) and a true and correct copy of its by-laws or operating, management, partnership or similar agreement (to the extent applicable) and (II) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date); (b) a good standing certificate (or other equivalent) for the Company and each Guarantor dated as of a recent date for the Company and each such Guarantor from its jurisdiction of organization; and (c) a legal opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, in the form of Exhibit B hereto.

Closing Deliverables of the Company. In addition Prior to those items described in Section 2.3or at the Closing, the obligation of each Holder to exchange the Exchanged Notes for the Second Lien Notes is conditioned upon the delivery of Company shall have delivered the following (any or all of which may be waived by such Holder documents in its sole discretion):form and substance reasonably acceptable to Parent: (a) written resignations, each effective as of the Closing, of (A) each of the directors of each Group Company and (B) those officers of the Group Companies set forth on Schedule 7.1(a); (b) a certificate of the Company and each Guarantor dated as Secretary or an Assistant Secretary (or equivalent officer) of the Closing Date and executed by an officer of such obligor, which shall Company certifying that (A) certify that attached thereto is a are true and complete copy copies of the resolutions, written consents or extracts Governing Documents of minutes of a meeting, as applicable, each of the its board Group Companies, and that none of directorssuch Governing Documents have been subsequently amended, board terminated or otherwise modified and (B) attached thereto are true and complete copies of managers, shareholders, members or other governing body (as all resolutions adopted by the case may be and in each case, to the extent required) Company Board authorizing the execution, delivery and performance of this Agreement and the Transaction Ancillary Documents to which it the Company is a partyparty and the consummation of the Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions; (Bc) identify by name a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying the names and title and bear the signatures of the officers or authorized signatories of such obligor that is the Company authorized to sign this Agreement, the Transaction Ancillary Documents and the other documents to be delivered hereunder and thereunder to which it the Company is a party on the Closing Date, as applicable and (C) certify (I) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association, articles of association or other equivalent thereof) of such obligor on the Closing Date (in the case of any U.S. obligor, certified by the relevant authority of the jurisdiction of organization of such obligor) and a true and correct copy of its by-laws or operating, management, partnership or similar agreement (to the extent applicable) and (II) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date)party; (bd) a certificate from the Company, in form and substance as prescribed by Treasury Regulations promulgated under Section 1445 of the Code and properly executed by an authorized officer of the Company, stating that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (e) a good standing certificate (or other its equivalent) for from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each of the Group Companies is organized; (f) the Estimated Closing Working Capital Statement and the Consideration Spreadsheet; (g) all approvals, consents and waivers that are listed on Schedule 7.1(g) shall have been received, and executed counterparts thereof shall have been delivered to the Company and each Guarantor dated as at or prior to the Closing; (h) the Escrow Agreement, duly executed by the Stockholders’ Representative; (i) a copy of all documents in the electronically accessible data room provided in connection with the Transactions to Parent on a recent date for thumb drive or DVD (which shall be delivered by the Company and each such Guarantor from its jurisdiction of organizationas soon as reasonably practicable after the Closing, notwithstanding anything to the contrary herein); and (cj) a legal opinion executed copies of Xxxxx Xxxx & Xxxxxxxx LLP(x) each notice of prepayment and/or notice for termination of commitments delivered pursuant to, counsel and in accordance with, the terms of the documents governing the Closing Indebtedness, and (y) payoff letters for the Companypayoff, discharge and termination in full on the form Closing Date of Exhibit B heretothe Closing Indebtedness attaching such instruments of discharge and releases for the discharge, termination and release of all the Liens relating to the Closing Indebtedness to be executed, delivered, filed and/or recorded promptly upon the payoff, discharge and termination in full of the Closing Indebtedness.