Common use of Closing Deliveries of Buyer Clause in Contracts

Closing Deliveries of Buyer. At Closing, Buyer shall deliver to the Shareholders (or the Lenders as set forth in Section 1.5(c)(ii)), in addition to any other documents to be delivered under the provisions of this Agreement, all of the following: (i) the Purchase Price, less the Escrow Amount, which shall be placed in the Escrow Account pursuant to Section 1.3 and held pursuant to the terms of this Agreement and the Escrow Agreement, payable by wire transfer in accordance with the Closing Statement; (ii) the Specified Indebtedness to the Lenders, payable in accordance with Section 1.4; (iii) the Closing Statement, the Escrow Agreement and the Offer Letters, in each case duly executed by Buyer (or the Company, as applicable); (iv) a certificate of the sole director of Buyer (A) certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation of Buyer, and (B) certifying and attaching all requisite resolutions or actions of Buyer’s sole director approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby; (v) a good standing certificate of Buyer from its jurisdiction of incorporation and in each jurisdiction in which Buyer is qualified to transact business and a certified copy of Buyer’s certificate of formation, each dated within ten (10) Business Days prior to the Closing Date; (vi) the Mutual Releases; and (vii) such other documents relating to the transactions contemplated by this Agreement as the Shareholders may reasonably request.

Closing Deliveries of Buyer. At Closing, Buyer shall deliver to the Shareholders (will deliver, or the Lenders as set forth in Section 1.5(c)(ii)), in addition to any other documents cause to be delivered under the provisions of this Agreementdelivered, all of to Seller the following: (ia) payment of the Closing Purchase Price, less the Escrow Amount, which shall be placed in the Escrow Account Price pursuant to Section 1.3 1.6 in the manner described in Section 1.7(a); (b) evidence reasonably satisfactory to Seller that Buyer has deposited the Indemnification Escrow Amount and held pursuant to the terms Adjustment Escrow Amount with the Escrow Agent in the manner described in Section 1.7(b); (c) the Assignment and Assumption Agreement, duly executed by an authorized officer of Buyer as of the Closing Date; (d) the Escrow Agreement, dated as of the Closing Date and duly executed by an authorized officer of Buyer and the Escrow Agent; (e) the Transition Services Agreement, dated as of the Closing Date and duly executed by an authorized officer of Buyer; (f) an officer’s certificate of a duly authorized officer of Buyer in a form approved in advance by Seller, certifying that attached thereto is a true and correct copy of the resolutions duly adopted by the board of directors of Buyer authorizing the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement, payable by wire transfer in accordance with the Closing Statement; (ii) the Specified Indebtedness to the Lenders, payable in accordance with Section 1.4; (iii) the Closing Statement, the Escrow Agreement and the Offer Letters, in each case duly executed by Buyer (or the Company, as applicable); (iv) a certificate of the sole director of Buyer (A) certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation of Buyer, and (B) certifying and attaching all requisite resolutions or actions of Buyer’s sole director approving the execution and delivery of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and therebyTransactions, and that all as such resolutions are then in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby; (v) a good standing certificate of Buyer from its jurisdiction of incorporation and in each jurisdiction in which Buyer is qualified to transact business and a certified copy of Buyer’s certificate of formation, each dated within ten (10) Business Days prior to the Closing Date; (vi) the Mutual Releaseseffect; and (viig) such other documents relating to the transactions contemplated and items required by any term of this Agreement as to be delivered, or caused to be delivered, by Buyer at Closing, or reasonably requested by Seller to facilitate the Shareholders may reasonably requestconsummation of the Transactions.

Closing Deliveries of Buyer. At ClosingSubject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing Buyer shall deliver to the Shareholders (or the Lenders as set forth in Section 1.5(c)(ii)), in addition to any other documents to be delivered under the provisions of this Agreement, Seller all of the following: (ia) the The Purchase Price, less the Escrow Amount, which shall be placed in the Escrow Account pursuant to Section 1.3 and held pursuant to the terms of this Agreement and the Escrow Agreement, payable by wire transfer in accordance with the Closing Statement; (iib) A certificate of an officer of Buyer, dated the Specified Indebtedness to the LendersClosing Date, payable certifying that as of such Closing Date, each representation and warranty of Buyer contained in accordance this Agreement is true and correct in all material respects and that Buyer has complied in all material respects with Section 1.4all of its obligations under this Agreement; (iiic) the Closing Statement, the Escrow Agreement and the Offer Letters, in each case duly executed by Buyer (or the Company, as applicable); (iv) a A certificate of the sole director an officer of Buyer (A) certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation of Buyer, and (B) certifying and attaching all requisite resolutions or actions of Buyer’s sole director Board of Directors approving the execution and delivery of this Agreement, the Transaction Documents Agreement and the consummation of the transactions contemplated hereby and therebyTransaction, and that all such resolutions are in full force certifying to the incumbency and effect and are all resolutions adopted in connection with signatures of the transactions contemplated herebyofficers of Buyer executing this Agreement or any Transaction Document; (vd) a good standing certificate The Bxxx of Sale and Assignment for the Purchased Assets and Assumed Liabilities duly executed by Buyer from its jurisdiction and substantially in the form of incorporation and in each jurisdiction in which Buyer is qualified to transact business and a certified copy of Buyer’s certificate of formation, each dated within ten (10) Business Days prior to the Closing DateExhibit A attached hereto; (vie) The Closing Statement duly executed by Buyer; (f) All required third party consents to the Mutual Releasesconsummation by Buyer of the Transaction; and (viig) such Such other documents relating to the transactions contemplated by this Agreement as the Shareholders Seller may reasonably requestrequest or as may be otherwise necessary to evidence and effect the Transaction.

Closing Deliveries of Buyer. At the Closing, Buyer shall deliver to the Shareholders (or the Lenders as set forth in Section 1.5(c)(ii)), in addition to any other documents to be delivered under the provisions of this Agreement, all of the followingSeller: (ia) the Purchase Price, less the Escrow Amount, which shall be placed in the Escrow Account pursuant to Section 1.3 and held pursuant to the terms of this Agreement and the Escrow Agreement, payable by wire transfer in accordance with the Closing Statementimmediately available funds; (ii) the Specified Indebtedness to the Lenders, payable in accordance with Section 1.4; (iii) the Closing Statement, the Escrow Agreement and the Offer Letters, in each case duly executed by Buyer (or the Company, as applicable); (ivb) a certificate of the sole director good standing of Buyer and a copy of Buyer’s amended and restated certificate of incorporation; (Ac) certifying, as complete and accurate as a copy of the Closingbylaws, attached copies of the articles of incorporation and any other governing documents of Buyer, each as amended to the date hereof, certified by the secretary of Buyer together with an incumbency certificate and (B) certifying and attaching a certified copy of all requisite resolutions or corporate actions of Buyer’s sole director approving required for the execution and delivery of this Agreement, the Transaction Documents Agreement and the consummation performance by Buyer of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated herebyof its obligations hereunder; (vd) a good standing certificate in form and substance reasonably satisfactory to Seller, dated the Closing Date and executed by an officer or manager of Buyer, certifying that (i) the representations and warranties of Buyer from its jurisdiction contained in this Agreement are true, complete and correct in all material respects as of incorporation the Closing Date, except for changes expressly permitted or contemplated by the terms of this Agreement; and (ii) Buyer has, in each jurisdiction in which all material respects, performed and complied with all agreements, obligations, covenants and conditions required by the Agreement to be performed or complied with by Buyer is qualified to transact business and a certified copy of Buyer’s certificate of formation, each dated within ten (10) Business Days at or prior to the Closing Date, and is not in default of this Agreement in any respect; (vie) such duly executed instruments of assignment and assumption as Seller reasonably deems necessary or appropriate to effect the Mutual Releasesassumption by Buyer of the Assumed Liabilities; and (viif) such other customary instruments, documents relating and certificates as may be reasonably necessary to carry out the transactions contemplated by this Agreement as and to comply with the Shareholders may reasonably requestterms hereof.

Closing Deliveries of Buyer. At ClosingBuyer and Isonics, Buyer as relevant, shall deliver to Seller and Equityholder, as the Shareholders (or the Lenders as set forth in Section 1.5(c)(ii)), in addition to any other documents to be delivered under the provisions of this Agreement, all of the followingcase may be: (i) stock certificate(s) representing the Purchase Price, less Share Consideration issued in the Escrow Amountname of Seller, which shares shall be placed in the Escrow Account pursuant validly issued, fully paid and non-assessable, subject to Section 1.3 Legal Requirements restricting transferability and held pursuant to the terms of this Agreement and the Escrow Agreement, payable bearing restrictive legend as may be required by wire transfer in accordance with the Closing StatementLegal Requirements; (ii) the Specified Indebtedness to Note, the Lenders, payable Security Agreements and a guaranty agreement in accordance with Section 1.4the form attached as Exhibit 2.7.2(ii); (iii) the Closing Statement, the Escrow Assignment and Assumption Agreement and the Offer Letters, in each case duly executed by Buyer (or the Company, as applicable)Buyer; (iv) a certificate executed by Buyer as to the accuracy of its representations and warranties as of the sole director date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and (v) a certificate of the Secretary of Buyer (A) certifying, as complete and accurate as of the Closing, attached copies of the articles Governing Documents of incorporation of Buyer, Buyer and (B) certifying and attaching all requisite resolutions or actions of Buyer’s sole director 's board of directors approving the execution and delivery of this Agreement, the Transaction Documents Agreement and the consummation of the transactions contemplated hereby Contemplated Transactions and thereby, certifying to the incumbency and that all such resolutions are in full force and effect and are all resolutions adopted in connection with signatures of the transactions contemplated hereby; (v) a good standing certificate officers of Buyer from its jurisdiction of incorporation executing this Agreement and in each jurisdiction in which Buyer is qualified to transact business and a certified copy of Buyer’s certificate of formation, each dated within ten (10) Business Days prior to the Closing Date; (vi) the Mutual Releases; and (vii) such any other documents document relating to the transactions contemplated by this Agreement as the Shareholders may reasonably requestContemplated Transactions.