Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) The payments to be delivered by Purchaser pursuant to Section 1.3(a); (b) Evidence of the wire transfer of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to resolutions of the board of directors of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; (d) The Xxxx of Sale and Assignment Agreement, executed by Purchaser, reflecting the assumption of the Liabilities set forth in Section 1.4(a), together with all such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties thereto; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and (h) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver deliver, or cause to Seller: be delivered, to Seller the following: (a) The payments the Initial Payment, by wire transfer of immediately available Euros, in the amount and the manner provided in Section 2.5; (b) a copy of the resolutions of the Board of Directors (or equivalent body) of Purchaser and any applicable Subsidiary of Purchaser authorizing the execution, delivery and performance of this Agreement and any of the Ancillary Agreements, as applicable, to which it is a party; (c) a receipt for the Acquired Assets acknowledging the purchase of the Acquired Assets pursuant to this Agreement duly executed by Purchaser; (d) the certificate referred to in Section 8.1(e) signed by a duly authorized officer of Purchaser; (e) a duly executed counterpart of each of the Ancillary Agreements, each executed by Purchaser or one of its Subsidiaries that is a party thereto; (f) a receipt for the Cash Amount duly executed by Purchaser; and (g) such further instruments and documents as may be required to be delivered by Purchaser pursuant to Section 1.3(a); (b) Evidence of the wire transfer of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to resolutions of the board of directors of Purchaser authorizing and approving the execution, delivery and performance by Purchaser terms of this Agreement and any agreements, instruments, certificates or other documents executed as may be reasonably requested by Seller in connection with the closing of the transactions contemplated hereby or to complete the assumption by Purchaser pursuant to this Agreement; (d) The Xxxx or any of Sale and Assignment Agreement, executed by Purchaser, reflecting the assumption its Subsidiaries of the Liabilities set forth in Section 1.4(a), together with all such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties thereto; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and (h) Such other documents as Seller may reasonably request to carry out the purposes of this AgreementAssumed Liabilities.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: : (a) The payments to be delivered by Purchaser pursuant to Section 1.3(a); 2.4; (b) Evidence of the wire transfer of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to: (i) the certificate of incorporation of Purchaser (or similar organizational document), as certified by the Secretary of State of the state of organization of Purchaser not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the board Board of directors Directors (or similar governing body) of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Purchaser; (c) A certificate of the Secretary of State of the state of organization of Purchaser, as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of Purchaser in such state; (d) The Xxxx of Sale and Assignment Agreement, executed by Purchaser, reflecting the assumption of the Liabilities set forth in Section 1.4(a), together with all such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties thereto; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying executed by an officer of Purchaser, required by Section 10.2; (e) The Employment and Non-Compete Agreement as to Purchasers’ satisfaction of executed by the conditions set forth in Sections 9.2 and 9.3; and Company; (f) The Escrow Agreement as executed by Purchaser; (g) The Transition Services Agreement as executed by the Company; (h) The Facility Lease as executed by the Company; and (i) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement., including the documents to be delivered pursuant to Article X.

Closing Deliveries by Purchaser. At the Closing, Closing on the Closing Date the Purchaser shall deliver to the Seller: . (a) The payments Closing Payment to be delivered by the Purchaser pursuant to Section 1.3(a); 3.03(a) of this Agreement; (b) Evidence The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the wire transfer Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the payments contemplated by Section 1.3(b); State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (ce) A certificate Certified copies of minutes or unanimous written consents of the Secretary or an Assistant Secretary Board of Purchaser certifying as to resolutions Directors of the board of directors of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to the consummation of the transactions contemplated under this Agreement; ; (df) The Xxxx of Sale and Assignment AgreementA Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the Liabilities liabilities set forth in Section 1.4(a), together with all such other bills 3.06(a) of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment this Agreement, substantially in the form of attached hereto as Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties theretoG; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

Closing Deliveries by Purchaser. At the Closing, Closing on the Closing Date the Purchaser shall deliver to the Seller: . (a) The payments Closing Payment to be delivered by the Purchaser pursuant to Section 1.3(a); 3.03(a) of this Agreement; (b) Evidence of the wire transfer of the payments contemplated The Supply Agreements duly executed by Section 1.3(bPurchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); ; (c) A certificate The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Secretary or an Assistant Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of Purchaser certifying as to resolutions State of the board State of directors North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to the consummation of the transactions contemplated under this Agreement; ; (df) The Xxxx of Sale and Assignment AgreementA Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the Liabilities liabilities set forth in Section 1.4(a), together with all such other bills 3.06(a) of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment this Agreement, substantially in the form of attached hereto as Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties theretoG; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: : (a) The payments payment to be delivered by Purchaser pursuant to Section 1.3(a2.3(b); ; (b) Evidence of the wire transfer of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to: (i) the certificate of incorporation of Purchaser, as certified by the Secretary of State of the State of Delaware not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws, as amended, of Purchaser; (iii) resolutions of the board Board of directors Directors of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Purchaser; (c) A certificate of the Secretary of State of Delaware, as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of Purchaser in the State of Delaware; (d) The Xxxx opinion(s) of Sale and Assignment Agreementcounsel for Purchaser, dated the Closing Date, in the form attached hereto as Exhibit H; (e) The certificate, dated the Closing Date, executed by the appropriate officer of Purchaser, required by Section 10.2; (f) The Assumption Agreement executed by Purchaser reflecting the assumption of the Liabilities liabilities set forth in Section 1.4(a2.6(a), together with all such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties thereto; I; (g) A certificate, The Headquarters Lease as executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and Purchaser; (h) The Restricted Stock Agreements as executed by Purchaser; (i) The Proprietary Interest Protection and Non-Solicitation Agreements as executed by Purchaser; (j) The Stockholder Employment and Non-Compete Agreement as executed by Purchaser; and (k) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement., including the documents to be delivered pursuant to Article X.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: : (a) The payments the Purchase Price to be delivered by Purchaser pursuant to Section 1.3(a); 2.02 of this Agreement; (b) Evidence certified copies of the wire transfer of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to resolutions of the board Board of directors Managers and, if required, the sole member of each of Purchaser authorizing and GP approving the execution, delivery and performance by Purchaser of this Agreement and any agreementseach other Transaction Document and the consummation of the transactions contemplated hereby and thereby; (c) a certificate, instrumentsdated the Closing Date, certificates or other documents executed by Purchaser pursuant to the appropriate officer of Purchaser, required by Section 10.02 of this Agreement; ; (d) The Xxxx of Sale and Assignment Agreement, executed by Purchaser, reflecting the assumption of the Liabilities set forth in Section 1.4(a), together with all such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer conveyance and assumptiontransfer, as Purchaser, Seller or their respective counsel may deem reasonably deem necessary or desirable; , including the Assignment and Assumption Agreement, Xxxx of Sale and/or Trademark Assignment in the forms attached hereto as Exhibits E through G, respectively, and all assignment documents in Section 5.14, in each case, duly executed and delivered by Purchaser; (e) Canadian Purchase Agreement and closing documents contemplated therein a duly executed by all parties thereto; copy of each of the Ancillary Agreements to be executed at the Closing to which Purchaser or any of its Affiliates is a party; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties thereto; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and (h) Such such other documents as Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including the documents to be delivered pursuant to Article X of this Agreement.

Closing Deliveries by Purchaser. At the ClosingClosing on the Closing Date, Purchaser shall deliver to Seller: Seller or to the Escrow Agent, as applicable: (a) The the payments to be delivered by Purchaser pursuant to Section 1.3(a); 2.2; (b) Evidence certified copies of resolutions or unanimous written consents of the wire transfer Board of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary Directors of Purchaser certifying as to resolutions of the board of directors of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to the consummation of the transactions contemplated under this Agreement; ; (dc) The Xxxx (i) the opinion of Sale and Assignment AgreementXxxxxx Xxxxxx & Xxxxx, executed by special counsel for Purchaser, reflecting the assumption of the Liabilities set forth in Section 1.4(a), together with all such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, as Seller may reasonably deem necessary or desirable; (e) Canadian Purchase Agreement and closing documents contemplated therein executed by all parties thereto; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall be finalized by the parties prior to execution), executed by all parties thereto; (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as in form and substance acceptable to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 Seller and 9.3Purchaser; and (ii) opinion letters in form and substance satisfactory to Seller and the Interlake Companies dated the Closing Date from legal counsel representing (a) Purchaser in connection with the Canadian Stock Purchase Agreement, and (b) Purchaser in connection with the U.K. Stock Purchase Agreement; (d) the certificate, dated the Closing Date, executed by the appropriate officer of Purchaser, as required by Section 10.2; (e) the Assumption Agreement executed by Purchaser; (f) the Post-Signing Escrow Agreement executed by Purchaser; (g) the Joint Instructions, executed by Purchaser; (h) Such the License Agreement executed by Purchaser; and (i) such other documents as Seller may reasonably request to carry out the purposes of of, and to close the transactions contemplated by, this Agreement, including, but not limited to, the documents to be delivered pursuant to Article 10.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: : (a) The payments Closing Payment to be delivered by Purchaser pursuant to Section 1.3(a2.03(b); ; (b) Evidence of the wire transfer of the payments contemplated by Section 1.3(b); (c) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to: (i) the Certificate of Formation of Purchaser, as certified by the Secretary of State of the jurisdiction of incorporation of Purchaser not earlier than ten (10) days prior to the Closing Date; (ii) the operating agreement of Purchaser; (iii) resolutions of the board Board of directors Managers of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers, managers or members of Purchaser executing this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; (c) The certificate, dated the Closing Date, executed by the appropriate officers, managers or members of Purchaser, required by Section 10.02; (d) The Xxxx of Sale and Assignment Agreement, An assumption agreement executed by Purchaser, Purchaser reflecting the assumption of the Liabilities liabilities set forth in Section 1.4(a2.06(a), together with all in such other bills of sale, lease assignments, assignments of all Purchased Intellectual Property, contract assignments and other documents and instruments of sale, assignment, conveyance, transfer and assumption, form as Seller may is reasonably deem necessary or desirable; satisfactory to Seller; (e) Canadian Purchase The License Agreement and closing documents contemplated therein executed by all parties thereto; Purchaser; (f) The Joint Issues and Reverse Earn Out Payment Agreement, substantially in the form of Exhibit C (provided, that Exhibit C to the Joint Issues and Reverse Earn Out Payment Transition Services Agreement shall be finalized by the parties prior to execution), executed by all parties theretoPurchaser; and (g) A certificate, executed by Purchaser and dated the Closing Date, certifying as to Purchasers’ satisfaction of the conditions set forth in Sections 9.2 and 9.3; and (h) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement., including the documents to be delivered pursuant to Article X.