Common use of Closing Deliveries of Purchaser Clause in Contracts

Closing Deliveries of Purchaser. Subject to the conditions set forth in this Agreement, at or prior to the Closing, Purchaser shall deliver or cause to be delivered to the Seller or the Lender (as applicable): (a) payment of the Purchase Price, in the applicable manner set forth in Section 2.4; (b) payment of the AEP Deposit Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (c) payment of the MAR Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (d) the Assignment of LLC Interests, duly executed by Purchaser; (e) the Seller Lien Pledge Agreement, duly executed by Purchaser; (f) the Membership Certificate and Blank Interest Power, with the blank interest power duly executed by Purchaser; (g) the Intercreditor Agreement, duly executed by Purchaser; (h) the Loan Agreement, duly executed by Purchaser; (i) each of the Guaranties, duly executed by the Guarantors, as applicable; (j) each of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable; (l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date; (m) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable), in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf of Purchaser, this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying (i) as to the resolutions of the member(s) and manager(s) of Purchaser (as applicable) approving and authorizing the Contemplated Transactions, (ii) as to the names and signatures of the officer(s), manager(s) or other authorized agent(s) of Purchaser authorized to sign this Agreement, the Ancillary Agreements to which Purchaser is a party, the Loan Agreement and the other Loan Documents to which Purchaser is a party on behalf of Purchaser, and (iii) that the applicable conditions precedent specified in Sections 8.1(a) and 8.1(b) have been satisfied; and (q) such other documents or instruments as the Seller may reasonably request in good faith to consummate or evidence the Contemplated Transactions.

Closing Deliveries of Purchaser. Subject to On the conditions set forth in this Agreement, at or prior to the ClosingClosing Date, Purchaser shall deliver or cause to be delivered to and Seller shall have received the Seller or the Lender (as applicable):following: (a) payment a true and correct copy of Purchaser’s Articles of Organization, certified by the Secretary of State of the Purchase Price, in the applicable manner set forth in Section 2.4; State of Ohio of a date not more than ten (b10) payment of the AEP Deposit Reimbursement Amount, by wire transfer of immediately available funds days prior to an account (or accounts) designated by Seller in writing on or before the Closing Date; (b) a certificate as to the good standing of Purchaser certified by the State of Ohio and a certificate of foreign qualification issued by the State of California; (c) payment a certificate of the MAR Reimbursement Amountan authorized officer of Purchaser, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before dated the Closing Date, (i) certifying that the document delivered pursuant to Section 8.2(a) is in effect and has not been amended or modified, (ii) attaching a true and correct copy of Purchaser’s Operating Agreement and certifying that it is in effect and has not been amended or modified, (iii) attaching copies of resolutions, duly adopted by the manager of Purchaser authorizing the execution and delivery of this Agreement and each of the Ancillary Agreements and the performance of the transactions contemplated hereby and thereby, and certifying that such resolutions are in effect and have not been amended or modified, and (iv) certifying the incumbency of the officers of Purchaser; (d) evidence of payment of the Assignment of LLC Interests, duly executed Closing Date Payment and the Creditor Payments as required by PurchaserSection 3.1(c); (e) the Seller Lien Pledge AgreementPromissory Note, duly executed by Purchaser; (f) the Membership Certificate Assignment and Blank Interest PowerAssumption Agreement, with the blank interest power duly executed by Purchaser; (g) the Intercreditor Restrictive Covenant Agreement, duly executed by Purchaser; (h) the Loan Agreementall such other agreements, duly executed by Purchaser; (i) each of the Guarantiesdocuments, duly executed by the Guarantorsinstruments, and writings as applicable; (j) each of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor is a party are required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable; (l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on at or prior to the Closing Date; (m) Date pursuant to this Agreement or that are otherwise reasonably necessary for Purchaser to assume the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable)Assumed Liabilities, in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf of Purchaser, accordance with this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying (i) as to the resolutions of the member(s) and manager(s) of Purchaser (as applicable) approving and authorizing the Contemplated Transactions, (ii) as to the names and signatures of the officer(s), manager(s) or other authorized agent(s) of Purchaser authorized to sign this Agreement, the Ancillary Agreements to which Purchaser is a party, the Loan Agreement and the other Loan Documents to which Purchaser is a party on behalf of Purchaser, and (iii) that the applicable conditions precedent specified in Sections 8.1(a) and 8.1(b) have been satisfied; and (q) such other documents or instruments as the Seller may reasonably request in good faith to consummate or evidence the Contemplated Transactions.

Closing Deliveries of Purchaser. Subject to the conditions set forth in this Agreement, at or prior to At the Closing, Purchaser shall do, and execute and deliver or cause to Xxxxxxx, all things required to be performed or delivered to by it under this Agreement at the Seller or Closing, including the Lender (as applicable):following: (a) payment Purchaser shall make the payments and deliveries required of the Purchase Price, in the applicable manner set forth in it pursuant to Section 2.42.6; (b) payment Purchaser shall cause Acquisition Sub to deliver the Merger Certificate, signed by an authorized officer of the AEP Deposit Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing DateAcquisition Sub; (c) payment Purchaser shall deliver the Escrow Agreement and the Paying Agent Agreement, each signed by an authorized officer of the MAR Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing DatePurchaser; (d) the Assignment of LLC InterestsPurchaser shall deliver to Xxxxxxx a certificate, duly executed by Purchaser; (e) the Seller Lien Pledge Agreementin a form acceptable to Xxxxxxx, duly executed by Purchaser; (f) the Membership Certificate and Blank Interest Power, with the blank interest power duly executed by Purchaser; (g) the Intercreditor Agreement, duly executed by Purchaser; (h) the Loan Agreement, duly executed by Purchaser; (i) each of the Guaranties, duly executed signed by the Guarantors, as applicable; (j) each of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor secretary or any Grantor is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable; (l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date; (m) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable), in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf another officer of Purchaser, this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying (i) that true, correct, and complete copies of Purchaser’s Certificate of Incorporation (certified by the Michigan Secretary of State as of a date within ten (10) days prior to the resolutions of the member(sClosing Date) and manager(s) of Purchaser (as applicable) approving and authorizing the Contemplated TransactionsBylaws, are attached to such certificate, (ii) as to that the names board of directors and signatures of the officer(s), manager(s) or other authorized agent(s) shareholders of Purchaser authorized adopted the resolutions attached to sign such certificate to authorize the transactions contemplated by this Agreement, the Ancillary Agreements (iii) a specimen signature of each officer of Purchaser duly authorized to which Purchaser is a party, the Loan execute this Agreement and the any other Loan Documents agreements, instruments, or documents related to which Purchaser is a party on behalf of this Agreement that are to be executed or delivered by Purchaser, and (iiiiv) that all representations and warranties made by Purchaser in this Agreement are true and correct in all material respects as of the applicable conditions precedent specified in Sections 8.1(aClosing (except for those representations which refer to facts existing at a specific date, which shall be true and correct as of such date) and 8.1(b) that all covenants, obligations, and agreements to have been satisfiedperformed by Purchaser prior to Closing have been fully performed in all material respects in accordance with the terms of this Agreement; and (qe) such other instruments, certificates and documents or instruments necessary to effect the transactions contemplated by this Agreement as the Seller Parties may reasonably request in good faith to consummate or evidence the Contemplated Transactionsrequest.

Closing Deliveries of Purchaser. Subject to At the conditions set forth in this Agreement, at or prior to the Time of Closing, Purchaser shall will deliver or cause to be delivered to the Seller or the Lender (as applicable):delivered: (a) payment share certificates or DRS evidencing the Consideration Shares registered as directed by TargetCo on behalf of the Purchase PriceTargetCo Shareholders; provided, however, that, unless Purchaser has already engaged a transfer agent that is approved by the CSE or another stock exchange in Canada (an “Approved Transfer Agent”), such share certificates or DRS evidencing the applicable manner set forth Consideration Shares will be held by Purchaser in Section 2.4its minute book as such share certificates will need to be converted into share certificates containing a CUSIP issued by an Approved Transfer Agent; (b) payment if required, evidence of the AEP Deposit Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing DatePurchaser Shareholder’s Approval; (c) payment a certificate of the MAR Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (d) the Assignment of LLC Interests, duly executed by Purchaser; (e) the Seller Lien Pledge Agreement, duly executed by Purchaser; (f) the Membership Certificate and Blank Interest Power, with the blank interest power duly executed by Purchaser; (g) the Intercreditor Agreement, duly executed by Purchaser; (h) the Loan Agreement, duly executed by Purchaser; (i) each of the Guaranties, duly executed by the Guarantors, as applicable; (j) each of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable; (l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date; (m) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable), in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf Chief Financial Officer of Purchaser, this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of Purchaser (and all amendments thereto as to the in effect as on such date); (ii) all resolutions of the member(s) Purchaser Board approving the entering into of this Agreement and manager(s) of Purchaser (as applicable) approving all ancillary agreements contemplated herein and authorizing the Contemplated Transactions, (ii) as to the names and signatures completion of the officer(s)Transaction, manager(s) or other authorized agent(s) including the issuance of Purchaser authorized to sign this Agreement, the Ancillary Agreements to which Purchaser is a party, the Loan Agreement and the other Loan Documents to which Purchaser is a party on behalf of PurchaserConsideration Shares, and (iii) that as to the applicable conditions precedent specified incumbency and genuineness of the signature of the officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby; (d) the officer’s certificates referred to in Sections 8.1(a3.02(d) and 8.1(b3.02(e); (e) have been satisfieda certificate of good standing of Purchaser; (f) a certified copy of resolutions consented to in writing by the Purchaser Board appointing all other directors of TargetCo, being Xxxxx Xxxx, Xxxxxxxx Xxxxx and Xxxx Xxxxxxx as well as Xxxx Xxxxxxx, as directors of Purchaser; and (qg) such other documents or instruments a certified copy of resolutions consented to in writing by the Purchaser Board appointing Xxxxx Xxxx as the Seller may reasonably request in good faith to consummate or evidence President and Chief Executive Officer of Purchaser, Xxxxxxxx Xxxxx as the Contemplated TransactionsChief Innovation Officer of Purchaser and Xxxxxx Xxxx as Chief Operating Officer and General Counsel of Purchaser.

Closing Deliveries of Purchaser. Subject At the Closing, in addition to the conditions set forth in any other documents or agreements required under this Agreement, at or prior to the Closing, Purchaser shall deliver or cause to be delivered to Seller and the Seller or Stockholders the Lender (as applicable):following: (a) payment of the Purchase Price, in the applicable manner set forth in The Closing Payment payable to Seller pursuant to Section 2.4;2.3(a). (b) payment Certificates of the AEP Deposit Reimbursement AmountSecretary or an Assistant Secretary of Purchaser, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to: (i) the by-laws of Purchaser; (ii) the resolutions of the board of directors of Purchaser authorizing the execution and performance of this Agreement, the Niagara Purchase Agreement and the Related Agreements and the transactions contemplated hereby and thereby; and (iii) incumbency and signatures of the officers of Purchaser, as applicable, executing this Agreement and the Related Agreements; (c) payment Long-form certificates of incorporation or similar instruments of Purchaser, certified by the MAR Reimbursement Amountappropriate Government Agency, by wire transfer of immediately available funds and dated no more than ten (10) days prior to an account (or accounts) designated by Seller in writing on or before the Closing Date; (d) A Certificate, dated the Assignment Closing Date, of LLC Interests, duly executed an executive officer of Purchaser certifying as to compliance by PurchaserPurchaser with Sections 9.1 and 9.2; (e) Certificates of Good Standing for Purchaser issued by the Seller Lien Pledge Agreement, duly executed by PurchaserSecretary of State of Delaware and dated no earlier than ten (10) calendar days prior to the Closing Date; (f) the Membership Certificate and Blank Interest PowerThe Employment Agreements, with the blank interest power duly executed by Purchaser; (g) the Intercreditor An executed Opinion of Purchaser Counsel; (h) The Connecticut Office Reimbursement Agreement; (i) The Assignment and Assumption Agreement and Bxxx of Sale, duly executed by Purchaser; (h) the Loan Agreement, duly executed by Purchaser; (i) each of the Guaranties, duly executed by the Guarantors, as applicable; (j) each of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable; (l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date; (m) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable)Evidence, in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s)that all consents, officer(s) waivers or other authorized agents approvals required in this Agreement to execute, deliver, enter into and perform, in the name and on behalf of Purchaser, this Agreement, the Ancillary Agreements to which be obtained by Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory with respect to the Seller, dated as consummation of the Closing Date, certifying (i) as to the resolutions of the member(s) and manager(s) of Purchaser (as applicable) approving and authorizing the Contemplated Transactions, (ii) as to the names and signatures of the officer(s), manager(s) or other authorized agent(s) of Purchaser authorized to sign transactions contemplated by this Agreement, the Ancillary Agreements to which Purchaser is a party, the Loan Agreement and the other Loan Documents to which Purchaser is a party on behalf of Purchaser, and (iii) that the applicable conditions precedent specified in Sections 8.1(a) and 8.1(b) have been satisfiedobtained; and (qk) such Such other instruments, agreements, and documents or instruments as Seller and the Seller Stockholders may reasonably request in good faith or as may be otherwise necessary to consummate or evidence and effect the Contemplated Transactionstransactions contemplated hereby.

Closing Deliveries of Purchaser. Subject At the Closing (except as to the conditions set forth in this AgreementSection 5.2(b), at or prior to after the Closing), Purchaser shall make the following deliveries to Sellers and shall execute and deliver to Sellers or otherwise cause to be delivered to Sellers, as the Seller or case may be, each of the Lender (following documents dated as applicable):of the Closing Date: (a) payment Officer's Certificate. A certificate dated the Closing Date and duly executed by the officers of Purchaser: (i) setting forth the names and titles of the Purchase Priceofficers of Purchaser executing the Transaction Documents to be executed by Purchaser and the signatures of such officers, in (ii) attaching certified copies of all resolutions of the applicable manner set forth in Section 2.4;Board of Directors of Purchaser authorizing or otherwise addressing the execution and delivery of this Agreement, the Transaction Documents and consummation of the Transactions, which certificate shall state that such resolutions have not been modified, amended or rescinded, and (iii) attaching a complete copy of the Certificate of Incorporation of Purchaser certified by the Delaware Secretary of State and a complete copy of the current Bylaws of Purchaser certified by the officers of Purchaser. (b) payment of the AEP Deposit Reimbursement AmountClosing Certificate. A certificate, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before dated the Closing Date; (c) payment , from the chief executive officer or other senior officer of Purchaser to the MAR Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (d) the Assignment of LLC Interests, duly executed by Purchaser; (e) the Seller Lien Pledge Agreement, duly executed by Purchaser; (f) the Membership Certificate and Blank Interest Power, with the blank interest power duly executed by Purchaser; (g) the Intercreditor Agreement, duly executed by Purchaser; (h) the Loan Agreement, duly executed by Purchaser;effect that (i) each of the Guaranties, duly executed by the Guarantors, as applicable; (j) each representations and warranties of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor Purchaser set forth in this Agreement is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser, each such Guarantor and each such Grantor, as applicable; (l) each of the other Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date; (m) the Purchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) in all material respects as though made on and manager(s) of Purchaser (as applicable), in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf of Purchaser, this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying (i) Date except for any representations and warranties that speak as to the resolutions of the member(s) and manager(s) of Purchaser (as applicable) approving and authorizing the Contemplated Transactions, a specific date, (ii) as Purchaser has performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the names and signatures of the officer(s)Closing, manager(s) or other authorized agent(s) of Purchaser authorized to sign this Agreement, the Ancillary Agreements to which Purchaser is a party, the Loan Agreement and the other Loan Documents to which Purchaser is a party on behalf of Purchaser, and and (iii) that the applicable all conditions precedent specified in Sections 8.1(a) and 8.1(b) to the obligations of Purchaser under this Agreement have been satisfied; andsatisfied or waived. (qc) such other documents or instruments as the Seller may reasonably request in good faith to consummate or evidence the Contemplated TransactionsGeneral Conveyance, Xxxx of Sale and Assignment and Assumption Agreement. The General Conveyance, Xxxx of Sale and Assignment and Assumption Agreement.