Common use of Closing Deliveries of Priveco and the Selling Shareholder Clause in Contracts

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction; (b) if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the Selling Shareholder; (c) a share certificate representing the Priveco Share as required by Section 2.3 of this Agreement; (d) all certificates and other documents required by Sections 2.3 and 5.1 of this Agreement; (e) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing; (f) the Priveco Documents, and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction; (g) copies of all agreements and arrangements required by Section 6.10 of this Agreement.

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction; (b) if any of the Selling Shareholder appoints appoint any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the such Selling Shareholder; (c) a share certificate certificates, if issued, representing the Priveco Share as required by Section 2.3 of this AgreementLLC Interests; (d) all certificates and other documents required by Sections 2.3 and Section 5.1 of this Agreement; (e) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing; (f) the Priveco Documents, Documents and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction;; and (gf) copies of all agreements and arrangements required by Section 6.10 6.11 of this Agreement.

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement Agreement, the Transaction and the Transactionappointment of Selling Shareholder to become director of Pubco; (b) if any of the Selling Shareholder appoints appoint any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the such Selling Shareholder; (c) a instrument of transfer and bought and sold note duly signed by Selling Shareholder to facilitate the issuance of share certificate certificates representing the Priveco Share Shares as required by Section 2.3 of this Agreement; (d) consent of the Selling Shareholder to be appointed as director of Pubco; (e) all certificates and other documents required by Sections 2.3 and 5.1 of this Agreement; (ef) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing;; and (fg) the Priveco Documents, the Priveco Financial Statements and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction; (g) copies of all agreements and arrangements required by Section 6.10 of this Agreement.

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction; (b) if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the such Selling Shareholder; (c) a share certificate certificates representing the Priveco Share Shares as required by Section 2.3 of this Agreement; (d) all certificates and other documents required by Sections 2.3 and 5.1 of this Agreement; (e) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing;; and (f) the Priveco Documents, the Priveco Financial Statements the Consulting Agreement and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction; (g) copies of all agreements and arrangements required by Section 6.10 of this Agreement.

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to PubcoAcquirer: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction; (b) if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the such Selling Shareholder; (c) a share certificate certificates representing the Priveco Share Shares as required by Section 2.3 2.5 of this Agreement; (d) all certificates and other documents required by Sections 2.3 2.5 and 5.1 of this Agreement; (e) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing; (f) the Priveco Documents, the Priveco Financial Statements and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction; (g) copies of all agreements and arrangements required by Section 6.10 of this Agreement.

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction; (b) if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the such Selling Shareholder; (c) a share certificate certificates representing the Priveco Share Shares as required by Section 2.3 0 of this Agreement; (d) all certificates and other documents required by Sections 2.3 0 and 5.1 6.1 of this Agreement; (e) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing; (f) the Priveco Documents, the Priveco Financial Statements and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction; (g) copies of all agreements and arrangements required by Section 6.10 of this Agreement.

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction; (b) if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the such Selling Shareholder; (c) a share certificate certificates, if issued, representing the Priveco Share Shares as required by Section 2.3 of this Agreement; (d) all certificates and other documents required by Sections 2.3 and 5.1 of this Agreement; (e) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing; (f) the Priveco Documents, Documents and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction;; and (gf) copies of all agreements and arrangements required by Section 6.10 of this Agreement.

Closing Deliveries of Priveco and the Selling Shareholder. At Closing, Priveco and the Selling Shareholder shall will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco: (a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction; (b) if the Selling Shareholder appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from the such Selling Shareholder; (c) a share certificate certificates, if issued, representing the Priveco Share Shares as required by Section 2.3 of this Agreement; (d) all certificates and other documents required by Sections 2.3 and 5.1 of this Agreement; (e) a certificate of an officer of Priveco, dated as of Closing, certifying that: (i) each covenant and obligation of Priveco has been complied with; and (ii) each representation, warranty and covenant of Priveco is true and correct at the Closing as if made on and as of the Closing; (f) the Priveco Documents, Documents and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction;; and (gf) copies of all agreements and arrangements required by Section 6.10 of this Agreement.