Common use of Closing Deliveries by the Purchaser Clause in Contracts

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller or cause to be delivered to the Seller: (a) The Closing Date Payment by wire transfer of immediately available funds to the Seller’s account set forth on Schedule 3.4(a) of this Agreement; (b) the bring-down certificates referred to in Sections 3.6(a) and 3.6(b); (c) a certificate signed by a senior officer of the Purchaser certifying (i) the articles of amalgamation and by-laws of the Purchaser, (ii) the resolutions of the Purchaser's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Purchaser and certifying the genuineness of such signatures; (d) a certificate of status (or equivalent) for the Purchaser issued within two (2) days prior to the Closing; (e) all deeds, assignments, bills of sale and other conveyancing documents required to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (f) a duly executed signature page to the Escrow Agreement; (g) a duly executed signature page to the Non-Compete Agreement; (h) a duly executed signature page to the Transition Services Agreement; (i) a receipt for the Purchased Assets; (j) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller deliver, or cause to be delivered to the Seller:delivered, (a) The to LGI: (i) the Xxxx of Sale and Assignment and Assumption Agreement, the Assignments of Leased Properties and the Assignments of Intellectual Property, in each case in form and substance reasonably satisfactory to LGI, to effect the assumption by the Purchaser of the Assumed Liabilities, duly executed by the Purchaser (where required); (ii) the Ancillary Agreements to which the Purchaser is a party, duly executed by the Purchaser other than the Ancillary Agreements delivered pursuant to Section 2.10(a)(i); (iii) a certificate of a duly authorized officer of the Purchaser certifying that the conditions set forth in Section 8.01(a) have been satisfied (or to the extent any such condition has been waived in accordance with the terms hereof, attaching thereto the applicable written waiver); (iv) a copy of resolutions of the board of directors of the Purchaser authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the performance by the Purchaser of its obligations hereunder and thereunder, certified by the Secretary of the Purchaser; (v) an incumbency certificate dated the Closing Date Payment for the Purchaser executed by wire transfer the Secretary of immediately available funds the Purchaser which shall identify the names and titles and bear the signatures of the officers of the Purchaser individually authorized to execute and deliver this Agreement and the Seller’s account set forth on Schedule 3.4(aAncillary Agreements to which the Purchaser is a party; (vi) such other customary documents and instruments of transfer, assumptions and filings as may be reasonably required to be delivered by the Purchaser to consummate the Transactions or otherwise give effect to this Agreement;; and (b) the bring-down certificates referred to in Sections 3.6(a) and 3.6(b); Purchase Price (c) a certificate signed by a senior officer of the Purchaser certifying (i) the articles of amalgamation and by-laws of the Purchaser, (ii) the resolutions of the Purchaser's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Purchaser and certifying the genuineness of such signatures; (d) a certificate of status (or equivalent) for the Purchaser issued within two (2) days prior to the extent due and payable at the Closing; (e) all deeds, assignments, bills of sale and other conveyancing documents required to transfer the various categories of Purchased Assets described in accordance with Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (f) a duly executed signature page to the Escrow Agreement; (g) a duly executed signature page to the Non-Compete Agreement; (h) a duly executed signature page to the Transition Services Agreement; (i) a receipt for the Purchased Assets; (j) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement2.04.

Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller or cause to be delivered to the Seller: (a) The Closing Date Payment by wire transfer of immediately available funds to the Seller’s account set forth on Schedule 3.4(a) of this Agreement; (b) the bring-down certificates referred to in Sections 3.6(a) and 3.6(b); (c) a certificate signed by a senior officer of the Purchaser certifying (i) the articles of amalgamation and by-laws of the Purchaser, (ii) the resolutions of the Purchaser's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Purchaser and certifying the genuineness of such signatures; (d) a certificate of status (or equivalent) for the Purchaser issued within two (2) days prior to the Closing; (e) all deeds, assignments, bills of sale and other conveyancing documents required to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (f) a duly executed signature page to the Escrow Agreement; (g) a duly executed signature page to the Non-Compete Agreement; (h) a duly executed signature page to the Transition Services Agreement; (i) a receipt for confirmation of payment of the Purchased AssetsFinal Purchase Price to the Purchase Price Bank Account; (jii) a certificate, duly executed by an authorized Secretary or Assistant Secretary of the Purchaser, dated the Closing Date, to the effect that: (A)(1) the Certificate of Incorporation of the Purchaser attached to such certificate is true, correct and complete, and was in full force and effect in the form as attached to such certificate on the date of adoption of the resolutions referred to in clause (3) below, (2) no amendment to such Certificate has occurred since the date of adoption of the resolutions referred to in clause (3) below other stockholder approvalsthan as shown in such certificate, Governmental Authority approvals(3) the resolutions adopted by the Purchaser’s directors authorizing this Agreement and the transactions contemplated hereby with respect to the Purchaser were duly adopted at a duly convened meeting thereof, at which a quorum was present and acting throughout, or by unanimous written consent, and such resolutions remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto; and (B) the officers of the Purchaser executing this Agreement and the other documents, instruments, certificates agreements and other documents dated as instruments to be executed and delivered by the Purchaser pursuant to this Agreement are incumbent officers of the Closing Date as Purchaser and the specimen signatures on such certificate are expressly required under their genuine signatures; (iii) the terms Xxxx of this Sale duly executed by the Purchaser; (iv) the Assignment and Assumption Agreement, duly executed by the Purchaser; (v) the Transition Services Agreement, duly executed by the Purchaser; and (vi) the certificates described in Section 21.

Closing Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall deliver to the Seller or cause to be delivered to the SellerXxxx Diversified as applicable: (ai) The Closing Date Payment the Purchase Price and the Trademark Purchase Price by wire transfer of in immediately available funds to the Seller’s account set forth on Schedule 3.4(a) of this AgreementPurchase Price Bank Account; (bii) the bring-down certificates referred Ancillary Agreements to in Sections 3.6(a) and 3.6(b)which it is a party executed by it; (ciii) a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by this Agreement and thereby; (iv) a certificate signed by a senior officer of the Secretary or Assistant Secretary of the Purchaser certifying (i) the articles of amalgamation names and by-laws of the Purchaser, (ii) the resolutions of the Purchaser's directors approving the subject matter of this Agreement and (iii) the signatures of the persons Persons authorized to sign this Agreement and/or any of and the Ancillary Agreements and the other documents contemplated herein to be delivered hereunder and thereunder, in each case on behalf of the Purchaser and certifying the genuineness of such signatures;Purchaser; and (dv) a good standing certificate of status (or equivalent) for the Purchaser issued within two (2) days from the Secretary of State of Delaware dated as of a date not earlier than ten Business Days prior to the Closing;Closing Date. (eb) all deedsAt the Closing, assignments, bills of sale and other conveyancing documents required to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (f) a duly executed signature page shall deliver an amendment to the Escrow Agreement; (g) a duly executed signature page to SunTrust Credit Agreement removing the Non-Compete Agreement; (h) a duly executed signature page to Seller and its subsidiaries, other than the Transition Services Agreement; (i) a receipt for the Purchased Assets; (j) such other stockholder approvalsCompany, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreementobligors thereunder.