Common use of Closing Deliveries by the Company Clause in Contracts

Closing Deliveries by the Company. At the Closing, the Company shall deliver: (a) a stock certificate issued in the name of GES evidencing the GES Shares; (b) a stock certificate issued in the name of RAC evidencing the RAC Shares; (c) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Company; (d) the GES Contract Assignment, duly executed by the Company; (e) the RAC Contract Assignment, duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company certifying as to: (i) the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of the Company executing the documents listed in Section 3.4(i) hereof; (i) a certificate of the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); (j) a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4; and (k) such other documents as any Contributor may reasonably request to carry out the purposes of this Agreement.

Closing Deliveries by the Company. At the Closing, the Company shall deliverhave delivered or caused to be delivered to Purchaser: (ai) a stock certificate issued in possession of all of the name of GES evidencing the GES SharesPurchased Assets; (b) a stock certificate issued in the name of RAC evidencing the RAC Shares; (cii) the Xxxx of Sale, Assignment and Assumption License Agreement, duly executed by the Company; (diii) a Xxxx of Sale substantially in the GES Contract Assignmentform of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (eiv) an Assignment and Assumption Agreement substantially in the RAC Contract form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (gv) the Registration Rights Agreement, duly executed by the Company; (hvi) the Updated Company Disclosure Schedule; (vii) a certificate of the Secretary or an Assistant Secretary officer of the Company certifying as to: (i) with respect to the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of the Company executing the documents listed matters set forth in Section 3.4(i) 7.1 hereof; (iviii) a certificate of the Secretary of State the Company, certifying as of the State of Delaware, Closing Date (A) a true and complete copy of the Secretary Certificate of State Incorporation of the Company, (or other applicable officeB) a true and complete copy of any other state in which the resolutions of each of the board of directors and stockholders of the Company is qualified to do businessauthorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); the State of California and (jD) a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4incumbency matters; and (kix) such other documents as any Contributor may reasonably request consents to carry out assignment of the purposes of this AgreementAssumed Contracts in form and substance satisfactory to Purchaser and its counsel.

Closing Deliveries by the Company. At the Closing, the Company shall deliverdeliver or cause to be delivered to the Subscriber: (a) a stock duly executed and chopped share certificate issued in of the name of GES evidencing Company representing the GES SharesSubscription Shares acquired and owned by the Subscriber; (b) a stock certificate issued in the name of RAC documents evidencing the RAC SharesCompany’s receipt of the Investment Amount; (c) an executed original of each Transaction Document to which the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the CompanyCompany is a party; (d) a true and complete copy of the GES Contract Assignment, resolutions duly executed and validly adopted by the Companyexecutive director or an authorized person of the Company evidencing his/her authorization of (i) the execution and delivery of the Transaction Documents, (ii) the consummation of the transactions contemplated by the Transaction Documents, (iii) the increase of the share capital of the Company for the purpose of issuance of shares following consummation of the transactions contemplated by the Transaction Documents, and (iv) the issuance of Subscription Shares to the Subscriber; (e) a true and complete copy of each approval required to be obtained from the RAC Contract Assignment, duly executed by Governmental Authorities or the CompanyParentco; (f) payment instructions setting forth the Transition Services Agreement, duly executed by information related to the Company;’s bank account used for receipt of the Investment Amount; and (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company certifying as to: (i) the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of the Company executing the documents listed in Section 3.4(i) hereof; (i) a certificate of the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); (j) a certificate executed by an duly authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4; and (k) such other documents as any Contributor may reasonably request to carry out the purposes of this AgreementSection 7.02(a).

Closing Deliveries by the Company. At the each Closing, the Company shall deliverdeliver or cause to be delivered to the Purchaser: (a) a stock certificate issued or appropriate evidence of a book entry transfer representing the applicable Purchased Shares registered in the name of GES evidencing the GES SharesPurchaser; (b) a stock certificates of good standing with respect to each of the Company and Topco issued by the responsible Governmental Authority of the jurisdiction of its formation (to the extent any such certificate is routinely issued in the name of RAC evidencing the RAC Sharesby any such jurisdiction); (c) the Xxxx of Sale, Assignment and Assumption Agreement, a certificate duly executed by the Company; (d) the GES Contract Assignment, duly executed by the Company; (e) the RAC Contract Assignment, duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company Company, certifying as to: that attached thereto is a true, correct and complete copy of (i) the Restated Certificate in effect at such Closing, (ii) the resolutions of the Board board of Directors directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed consummation of the Transactions by the Company pursuant to this Agreement and the transactions contemplated hereby; and (iiiii) the incumbency and signatures written consent of the officers stockholders of the Company executing adopting the documents listed in Section 3.4(i) hereofRestated Certificate; (id) a certificate duly executed by a Secretary or Assistant Secretary of Topco, certifying that attached thereto is a true, correct and complete copy of the resolutions of the board of directors of Topco approving the execution, delivery and performance of this Agreement by Topco and, subject to the Regulatory Approval Condition and the receipt of any shareholder approval required in connection with any issuance of Additional Preferred Stock, the consummation of the Transactions by Topco; and (e) evidence that the Restated Certificate has been duly filed with the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); (j) a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4; and (k) such other documents as any Contributor may reasonably request to carry out the purposes of this Agreement.

Closing Deliveries by the Company. At the Closing, the Company shall deliverhave delivered or caused to be delivered to Purchaser: (ai) a stock certificate issued in possession of all of the name of GES evidencing the GES SharesPurchased Assets; (b) a stock certificate issued in the name of RAC evidencing the RAC Shares; (cii) the Xxxx of Sale, Assignment and Assumption License Agreement, duly executed by the Company; (diii) a Xxxx of Sale substantially in the GES Contract Assignmentform of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (eiv) an Assignment and Assumption Agreement substantially in the RAC Contract form of Exhibit C attached hereto (the "General Assignment"), duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (gv) the Registration Rights Agreement, duly executed by the Company; (hvi) the Updated Company Disclosure Schedule; (vii) a certificate of the Secretary or an Assistant Secretary officer of the Company certifying as to: (i) with respect to the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of the Company executing the documents listed matters set forth in Section 3.4(i) 7.1 hereof; (iviii) a certificate of the Secretary of State the Company, certifying as of the State of Delaware, Closing Date (A) a true and complete copy of the Secretary Certificate of State Incorporation of the Company, (or other applicable officeB) a true and complete copy of any other state in which the resolutions of each of the board of directors and stockholders of the Company is qualified to do businessauthorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); the State of Delaware and (jD) a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4incumbency matters; and (kix) such other documents as any Contributor may reasonably request consents to carry out assignment of the purposes of this AgreementAssumed Contracts in form and substance satisfactory to Purchaser and its counsel.

Closing Deliveries by the Company. At the Closing, the Company shall deliverhave delivered or caused to be delivered to Purchaser: (ai) a stock certificate issued in possession of all of the name of GES evidencing the GES SharesPurchased Assets; (b) a stock certificate issued in the name of RAC evidencing the RAC Shares; (cii) the Xxxx of Sale, Assignment and Assumption License Agreement, duly executed by the Company; (diii) a Xxxx of Sale substantially in the GES Contract Assignmentform of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company; (eiv) an Assignment and Assumption Agreement substantially in the RAC Contract form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (gv) the Registration Rights Agreement, duly executed by the Company; (hvi) the Updated Company Disclosure Schedule; (vii) a certificate of the Secretary or an Assistant Secretary officer of the Company certifying as to: (i) with respect to the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of the Company executing the documents listed matters set forth in Section 3.4(i) 7.1 hereof; (iviii) a certificate of the Secretary of State the Company, certifying as of the State of Delaware, Closing Date (A) a true and complete copy of the Secretary Certificate of State Incorporation of the Company, (or other applicable officeB) a true and complete copy of any other state in which the resolutions of each of the board of directors and stockholders of the Company is qualified to do businessauthorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); the State of Delaware and (jD) a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4incumbency matters; and (kix) such other documents as any Contributor may reasonably request consents to carry out assignment of the purposes of this AgreementAssumed Contracts in form and substance satisfactory to Purchaser and its counsel.

Closing Deliveries by the Company. At the Closing, the Company shall deliverdeliver to the Lender: (ai) a stock certificate issued in the name of GES evidencing Note, duly executed by the GES SharesCompany; (b) a stock certificate issued in the name of RAC evidencing the RAC Shares; (cii) the Xxxx of Sale, Assignment and Assumption Security Agreement, duly executed by the Company; (diii) the GES Contract AssignmentGuaranty, duly executed by the CompanyGuarantor (as defined in the Note); (eiv) the RAC Contract AssignmentAmendment, duly executed by the CompanyCompany and the other parties thereto (other than the Lender); (fv) an opinion of counsel to the Transition Services AgreementCompany and the Guarantor, duly executed by in form and substance satisfactory to the Company;Lender; and (g) the Registration Rights Agreement, duly executed by the Company; (hvi) a certificate of the Secretary or an Assistant Secretary General Partner of the Company certifying dated as toof the Closing Date, certifying: (iA) the Company's organizational documents as true and complete and attaching certified copies of same; (B) as to the incumbency and genuineness of the specimen signatures of each officer of the Company executing any of the Transaction Documents; (C) the resolutions of the Board of Directors partners of the Company authorizing and approving the execution, delivery and performance by of the Company Transaction Documents and the consummation of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated herebythereby, as true and complete and attaching copies of same; and (iiD) that all consents, approvals and other actions of, and notices and filings with, all entities and persons as may be necessary or required with respect to the incumbency and signatures execution of the officers parties of the Company executing the documents listed in Section 3.4(i) hereof; (i) a certificate of the Secretary of State of the State of Delawaretransactions contemplated thereby, and of the Secretary of State (have been obtained or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); (j) a certificate executed by an authorized officer of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4; and (k) such other documents as any Contributor may reasonably request to carry out the purposes of this Agreementmade.

Closing Deliveries by the Company. At the Closing, the Company shall deliverdeliver and the Sellers and the Founders shall cause to be delivered to the Purchaser: (a) a stock certificate issued in the name true and complete copy of GES evidencing the GES Shares; (b) a stock certificate issued in the name of RAC evidencing the RAC Shares; (c) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Company; (d) the GES Contract Assignment, duly executed by the Company; (e) the RAC Contract Assignment, duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company certifying as to: (i) the board resolutions of duly and validly adopted by the Board of Directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures resolutions of the officers shareholders of the Company, evidencing their respective authorization and approval of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (b) a true and complete copy of the board resolutions duly and validly adopted by the Board of Directors of the Company executing approving (i) the documents listed registration of the Purchaser or the Purchaser Designees as a shareholder of the Company subject only to the production of duly completed instruments of transfer in Section 3.4(irespect of the Shares; (ii) hereofapproving the appointment of Xxxxxx Xxx, Xxxxx Xx and Xxx Xxx Xxxx as directors of the Company; and (iii) approving the resignation of the Sellers as directors of the Company; (ic) a certificate stock certificates evidencing the Registered Capital duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to Purchaser and with all required stock transfer tax stamps affixed, along with the Purchaser Designees, investment certificates or other reasonable evidence issued by Goodfeel evidencing the ownership of the Secretary of State of Registered Capital by the State of DelawarePurchaser; (d) all filings, consents, approvals, permits and of the Secretary of State (or other applicable office) of any other state authorizations set forth in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(sSection 6.02(iv); (je) a certificate executed by an authorized officer counterparts of the Company certifying as to the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4; andEmployment Contracts; (kf) such the opinion, certificates and other documents as any Contributor may reasonably request required to carry out the purposes of this Agreementbe delivered pursuant to Section 6.02.

Closing Deliveries by the Company. At the Closing, the Company shall deliverdeliver or cause to be delivered to Parent and Merger Sub: (a) certificates of the Secretary of State of the State of Delaware dated not more than five (5) Business Days prior to the Closing Date, attesting to the incorporation and good standing of the Company as a stock certificate issued corporation in the name its jurisdiction of GES evidencing the GES Sharesincorporation; (b) a stock copies, certified by the Secretary of State of Delaware, of the certificate issued in of incorporation of the name of RAC evidencing the RAC SharesCompany, and all amendments thereto; (c) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Company; (d) the GES Contract Assignment, duly executed by the Company; (e) the RAC Contract Assignment, duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company as of the Closing Date, certifying as to: (i) the bylaws of the Company and all amendments thereto, (ii) the resolutions of the Board of Directors of the Company authorizing and approving the Company’s execution, delivery and performance by the Company of this Agreement and any agreementsAgreement, instruments, certificates or other documents executed by the Company pursuant to this Agreement and consummation of the transactions contemplated hereby; herein, declaring this Agreement is advisable, fair, and in the best interests of the Company’s stockholders, and authorizing the taking of all such other corporate action as shall have been required as a condition to, or in connection with the consummation of the contemplated transactions and (iiiii) the incumbency and signatures of the all officers of the Company executing the documents listed this Agreement and any document executed and delivered in Section 3.4(i) hereofconnection herewith; (id) a certificate from the Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) providing that the Company Shares would not constitute, to any extent, a United States real property interest within the meaning of Section 897(c) of the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s)Code; (je) a certificate executed by an authorized officer copy of the duly executed Company certifying as to UWC, (f) copies of the matters set forth in Sections 10.5, 10.6, 11.3, and 11.4duly executed Investor Letters; and (kg) such other documents as any Contributor may reasonably request to carry out the purposes Certificate of this AgreementMerger duly executed by the Company.

Closing Deliveries by the Company. At the Closing, the Company shall deliver, or shall cause to be delivered, to Parent: (a) executed copies of each of the Ancillary Agreements to which it is a stock certificate issued in the name of GES evidencing the GES Sharesparty; (b) a stock certificate issued in the name certified organizational documents and certificates of RAC evidencing the RAC Shares; (c) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Company; (d) the GES Contract Assignment, duly executed by the Company; (e) the RAC Contract Assignment, duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company certifying as to: good standing (i) the resolutions of the Board of Directors of the Company authorizing and approving the execution, delivery and performance issued by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant to this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the officers of the Company executing the documents listed in Section 3.4(i) hereof; (i) a certificate of the Secretary of State of the State of Delaware, California for the Company and of (ii) issued by the Secretary of State (or other applicable office) of any other state states in which the Company is qualified to do businessbusiness as a foreign corporation, of a date dated not earlier more than ten five (105) days Business Days prior to the Closing DateDate with a bring-down good standing certificate dated as of the Closing Date (or verbal confirmation); (c) a certificate, dated as of the Closing Date and executed by the chief executive officer of the Company, as to the good standing fulfillment of each of the Company conditions set forth in such state(s)Sections 8.3.1 and 8.3.2; (jd) a certificate executed by an authorized officer the Secretary of the Company, dated as of the Closing Date, certifying to the resolutions adopted by the board of directors of the Company certifying as and Shareholders relating to the matters Merger and the other Transactions; (e) executed copies of Optionholder Consents signed by each Optionholder listed on Schedule 4.2.2 of the Company Disclosure Schedule; (f) copies of all third party and governmental consents, approval and filings required in connection with the consummation of the Merger and other Transactions as set forth in Sections 10.5, 10.6, 11.3, and 11.4; andon Schedule 4.4; (kg) such other documents as any Contributor may reasonably request to carry out the purposes copies of this Agreement.all consents, licenses, waivers, approvals and authorizations set forth on Exhibit Q, which shall have been obtained, given or made and shall be in full force and effect;

Closing Deliveries by the Company. At the Closing, the Company shall deliverdeliver or cause to be delivered to Parent and Merger Sub: (a) certificates of the Secretary of State of the State of Delaware dated not more than five (5) Business Days prior to the Closing Date, attesting to the incorporation and good standing of the Company as a stock certificate issued corporation in the name its jurisdiction of GES evidencing the GES Sharesincorporation; (b) a stock copies, certified by the Secretary of State of Delaware, of the certificate issued in of incorporation of the name of RAC evidencing the RAC SharesCompany, and all amendments thereto; (c) the Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Company; (d) the GES Contract Assignment, duly executed by the Company; (e) the RAC Contract Assignment, duly executed by the Company; (f) the Transition Services Agreement, duly executed by the Company; (g) the Registration Rights Agreement, duly executed by the Company; (h) a certificate of the Secretary or an Assistant Secretary of the Company as of the Closing Date, certifying as to: (i) the bylaws of the Company and all amendments thereto, (ii) the resolutions of the Board of Directors of the Company authorizing and approving the Company’s execution, delivery and performance by the Company of this Agreement and any agreementsAgreement, instruments, certificates or other documents executed by the Company pursuant to this Agreement and consummation of the transactions contemplated hereby; herein, declaring this Agreement is advisable, fair, and in the best interests of the Company’s stockholders, and authorizing the taking of all such other corporate action as shall have been required as a condition to, or in connection with the consummation of the contemplated transactions and (iiiii) the incumbency and signatures of the all officers of the Company executing the documents listed this Agreement and any document executed and delivered in Section 3.4(i) hereofconnection herewith; (id) a certificate of the Secretary of State of the State of Delaware, and of the Secretary of State (or other applicable office) of any other state in which the Company is qualified to do business, of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of the Company in such state(s); (j) a certificate executed by an authorized officer president of the Company certifying as to the matters set forth in Sections 10.5Section 7.1(a), 10.6(b) and (h); (e) a certificate from the Company meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) providing that the Company Shares would not constitute, 11.3to any extent, and 11.4a United States real property interest within the meaning of Section 897(c) of the Code; and (kf) such other documents as any Contributor may reasonably request to carry out the purposes Certificate of this AgreementMerger duly executed by the Company.