Common use of Closing Deliveries of Buyer Clause in Contracts

Closing Deliveries of Buyer. At the Closing, Buyer shall deliver (or cause to be delivered) to Seller the following: (a) the Closing Amount, by wire transfer of immediately available United States funds to the bank account of Seller set forth in Schedule 3.7(a); (b) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) the resolutions adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver each Transaction Document to which Buyer is a party; (c) the Assignment and Assumption Agreement, duly executed on behalf of Buyer; (d) an Assignment of Lease for each Lease, each duly executed on behalf of Buyer; (e) the Employment Agreement, duly executed on behalf of Buyer; (f) the certificate referred to in Section 8.1(a), duly executed on behalf of Buyer; (g) any consents, waivers or approvals obtained by Buyer with respect to the consummation of the Contemplated Transactions; and (h) such other instruments as Seller may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Assumed Liabilities by Buyer.

Closing Deliveries of Buyer. At the Closing, Buyer shall deliver (deliver, or cause to be delivered, to Seller, all duly executed and acknowledged (where applicable): (a) an executed counterpart signature page and acknowledgement (as applicable) with respect to Seller each Loan Document to be executed by Buyer, including without limitation the following: (ai) the Closing Amount, by wire transfer Credit Agreement; (ii) Senior Secured Note; (iii) Deed of immediately available United States funds to the bank account Trust; and (iv) Assignment of Seller set forth in Schedule 3.7(a);Rents and Leases. (b) a counterpart signature page to the Xxxx of Sale; (c) a counterpart signature page to the Assignment and Assumption Agreement; (d) a counterpart signature pages to the Master Services Agreement and any other Related Agreement to be signed at the Closing; (e) a certificate of the secretary Secretary or an assistant secretary Assistant Secretary (or equivalent officer) of Buyer, dated the Closing Date, in form Buyer certifying that attached thereto are true and substance reasonably satisfactory to Seller, as to (i) the complete copies of all resolutions adopted by the Board board of Directors directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party Related Agreements and the consummation of the Contemplated Transactionstransactions contemplated hereby and thereby, which and that all such resolutions shall have been certified as true, correct and are in full force and effect without rescission, revocation or amendment as of and are all the Closing Date; resolutions adopted in connection with the transactions contemplated hereby and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver each Transaction Document to which Buyer is a party; (c) the Assignment and Assumption Agreement, duly executed on behalf of Buyer; (d) an Assignment of Lease for each Lease, each duly executed on behalf of Buyer; (e) the Employment Agreement, duly executed on behalf of Buyerthereby; (f) a good standing certificate for Buyer from the certificate referred to in Section 8.1(a), duly executed on behalf State of BuyerArizona; (g) any consents, waivers or approvals obtained by Buyer with respect a counterpart signature page to the consummation Affidavit of Property Value; (h) an executed counterpart of the Contemplated TransactionsClosing Statement; (i) an executed counterpart signature page to a waiver of potential conflicts involving certain Transferred Employees involved in the legal function of Seller prior to Closing, as mutually agreed between parties; and (hj) such other documents or instruments as Seller or Title Company may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Assumed Liabilities by Buyerrequest.

Closing Deliveries of Buyer. At the Closing, Buyer shall deliver (deliver, or cause to be delivered) , to Seller the following: (a) the Closing Amount, by wire transfer of immediately available United States funds to Cash Consideration and the bank account of Seller set forth in Schedule 3.7(aStock Consideration (expressly not including any Earn Out Payment); (b) a certificate an executed Xxxx of Sale and Assignment of Contract Rights substantially in the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attached hereto as to (i) the resolutions adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver each Transaction Document to which Buyer is a partyExhibit A; (c) executed Employment Agreements between InPhonic and the Assignment and Assumption AgreementPrincipal Employees, duly executed on behalf of Buyerin substantially the form attached as Exhibit D; (d) an Assignment of Lease for each Leaseexecuted Escrow Agreement, each duly executed on behalf of Buyerin substantially the form attached as Exhibit F; (e) an executed Assignment and Assumption Agreement dated by and between VMC and Buyer entered into in connection with the Employment assignment of the EchoStar Retailer Agreement, duly executed on behalf of Buyer; (f) an executed guaranty of InPhonic entered into in connection with the certificate referred to in Section 8.1(a), duly executed on behalf assignment of Buyerthe EchoStar Retailer Agreement; (g) any consents, waivers or approvals obtained by an executed Trademark License Agreement from EchoStar to Buyer licensing certain trademarks of EchoStar in connection with respect the EchoStar Retailer Agreement (assigned to the consummation of the Contemplated Transactions; andBuyer); (h) an executed legal opinion of Buyer’s legal counsel, that contains the opinions as set forth in the form attached hereto as Exhibit G; (i) a duly executed certificate of the corporate secretary of Buyer, certifying (i) that Buyer’s Charter as in effect on the date hereof remains in full force and effect and has not been amended or superseded, (ii) that the resolutions of the sole Member of Buyer authorizing this Agreement and the transactions contemplated hereby are in force and effect and have not been amended, and (iii) to the incumbency of the authorized officers of Buyer executing this Agreement or any Ancillary Documents; and *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. (j) copies of such other instruments of assumption as Seller and its counsel reasonably may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Assumed Liabilities by Buyerrequest.

Closing Deliveries of Buyer. At the ClosingClosing (or such earlier date if specified below), Buyer shall deliver (or cause to be delivered) the following items to Seller or to the followingrecipient specified below, each in form and substance satisfactory to Seller: (ai) the Closing Purchase Price, as adjusted in accordance with Section 2.2, less the Indemnification Escrow Amount, less the IDR Withholding Amount; (ii) the Indemnification Escrow Amount to the Escrow Agent by wire transfer of immediately available United States funds to accounts designated by the bank account Escrow Agent, to be held for the purpose of Seller securing the indemnification obligations as set forth in Schedule 3.7(a)herein pursuant to the Escrow Agreement; (biii) counterparts of the Consulting Agreement and the Restrictive Covenant Agreement, duly executed by Xxxxx; (iv) the Escrow Agreement, duly executed by Xxxxx and the Escrow Agent; (v) all of Buyer’s representations and warranties herein and in any other document delivered to Seller in connection with the transactions contemplated hereby shall be true and correct, and Buyer shall have delivered a certificate to such effect to Seller; and (vi) a certificate of the secretary or an assistant secretary Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to Buyer certifying (ia) the resolutions adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; and (ii) the incumbency names and signatures of the officers of Buyer authorized to execute sign this Agreement and deliver each Transaction Document to which Buyer is a party; (c) the Assignment other agreements, instruments, certificates and Assumption Agreement, duly executed documents delivered by or on behalf of Buyer; Buyer pursuant to this Agreement, and (db) an Assignment the resolutions of Lease for each Leasethe board of managers of Buyer approving this Agreement and the other agreements, each duly executed instruments, certificates and documents delivered by or on behalf of Buyer; (e) the Employment Buyer pursuant to this Agreement, duly executed on behalf of Buyer; (f) the certificate referred to in Section 8.1(a), duly executed on behalf of Buyer; (g) any consents, waivers or approvals obtained by Buyer with respect to the consummation of the Contemplated Transactions; and (h) such other instruments as Seller may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Assumed Liabilities by Buyer.

Closing Deliveries of Buyer. At the Closing, Buyer shall deliver (deliver, or cause to be delivered) , to Seller the following: (a) the Closing Amount, by wire transfer of immediately available United States funds to Cash Consideration and the bank account of Seller set forth in Schedule 3.7(aStock Consideration (expressly not including any Earn Out Payment); (b) a certificate an executed Xxxx of Sale and Assignment of Contract Rights substantially in the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attached hereto as to (i) the resolutions adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver each Transaction Document to which Buyer is a partyExhibit A; (c) executed Employment Agreements between InPhonic and the Assignment and Assumption AgreementPrincipal Employees, duly executed on behalf of Buyerin substantially the form attached as Exhibit D; (d) an Assignment of Lease for each Leaseexecuted Escrow Agreement, each duly executed on behalf of Buyerin substantially the form attached as Exhibit F; (e) an executed Assignment and Assumption Agreement dated by and between VMC and Buyer entered into in connection with the Employment assignment of the EchoStar Retailer Agreement, duly executed on behalf of Buyer; (f) an executed guaranty of InPhonic entered into in connection with the certificate referred to in Section 8.1(a), duly executed on behalf assignment of Buyerthe EchoStar Retailer Agreement; (g) any consentsan executed Trademark License Agreement from EchoStar to Buyer licensing certain trademarks of EchoStar in connection with the EchoStar Retailer Agreement (assigned to Buyer); (h) an executed legal opinion of Buyer’s legal counsel, waivers that contains the opinions as set forth in the form attached hereto as Exhibit G; (i) a duly executed certificate of the corporate secretary of Buyer, certifying (i) that Buyer’s Charter as in effect on the date hereof remains in full force and effect and has not been amended or approvals obtained by superseded, (ii) that the resolutions of the sole Member of Buyer with respect authorizing this Agreement and the transactions contemplated hereby are in force and effect and have not been amended, and (iii) to the consummation incumbency of the Contemplated Transactionsauthorized officers of Buyer executing this Agreement or any Ancillary Documents; and (hj) copies of such other instruments of assumption as Seller and its counsel reasonably may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Assumed Liabilities by Buyerrequest.