Common use of Closing Deliveries by the Sellers Clause in Contracts

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser: (a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed; (b) receipts for the Purchase Price; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of each Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (d) good standing certificates for the Company and for each Subsidiary from the Secretary of State of the jurisdiction in which such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the Company or any Subsidiary, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing; (e) the certificate, dated the Closing Date, contemplated by Section 8.01(a); and (f) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.

Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser: (a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed; (b) the notes reflecting the Debt duly transferred to the Purchaser, in the form of an Assignment and Acceptance agreement duly executed by the Sellers, attached as Exhibit C to the Subordinated Debt Credit Agreement; (c) receipts for the Purchase Price; (cd) a true and complete copy, certified by the Secretary or an Assistant Secretary of each Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (de) good standing certificates for the Company and for each Subsidiary from the Secretary of State of the jurisdiction in which such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the Company or any Subsidiary, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing; (ef) the certificate, dated the Closing Date, contemplated by Section 8.01(a8.02(a); and (fg) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.

Closing Deliveries by the Sellers. At the Closing, contemporaneously with the execution and delivery of this Agreement, the Sellers shall deliver or cause to be delivered to Purchaser the Purchaserfollowing: (a) stock certificates evidencing an assignment and assumption of the Shares duly endorsed Membership Interests sufficient to transfer to Purchaser good and valid title in blanksuch Seller’s Membership Interests free and clear of all pledges, security interests, liens, prior assignments, conditions or accompanied by stock powers other encumbrances, substantially in the form of Exhibit A attached hereto, duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixedby each Seller; (b) receipts for counterparts executed by the Purchase PriceCompany of the Amended and Restated Software Subscription Agreement and counterparts executed by each of Antenen and Mxxxxx of an Employment Agreement in substantially the form of Exhibit B (the “Employment Agreements”); (c) a true and complete copythe resignations, certified by effective as of the Secretary or an Assistant Secretary of each SellerClosing, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization all of the execution directors and delivery of this Agreement and the consummation officers of the transactions contemplated herebyCompany, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to the Sellers; (d) good standing certificates for the Company and for each Subsidiary from the Secretary of State of the jurisdiction in which such entity is incorporated or organized State of Illinois and from the Secretary of State (or equivalent) in each other jurisdiction in which the properties owned or leased by any of the Company or any SubsidiaryCompany, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days business days prior to the Closing;; and (e) a U.S. Internal Revenue Service Form W-9 from each of the certificate, dated the Closing Date, contemplated by Sellers in accordance with Proposed Treasury Regulations Section 8.01(a1.1446(f)-2(b)(2) and Proposed Treasury Regulations Section 1.1445-2(b)(2)(v); and (f) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.