Common use of Closing Deliveries of Sellers and the Company Clause in Contracts

Closing Deliveries of Sellers and the Company. (a) At the Closing, the Sellers shall deliver, or cause to be delivered, the following items to Buyer: (a) all certificates for the Membership Interests, duly endorsed for transfer or accompanied by a duly executed stock power, or other appropriate instrument of assignment and transfer, or if none, affidavits of lost or non-issued certificates to that effect; (b) the written resignation, effective as of the Closing, of the Sellers in their respective capacities as Managers and officers of the Company, as applicable; (c) physical possession of all books and records, licenses and permits, policies, contracts, plans or other instruments of the Company; provided, that all such materials shall be deemed delivered to Buyer if they are present at the Company’s corporate office; (d) a copy of the Company’s formation documentation certified (as of a date not more than thirty (30) days prior to Closing) by the Secretary of State (or equivalent governmental officer) of the state of its formation or organization, and a copy of its operating agreement, certified by the Company’s Managers. (e) payoff letters in a commercially reasonable form with respect to the Repaid Closing Indebtedness, which letters provide for the dollar amount required to repay in full all such Repaid Closing Indebtedness and for the termination and release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the terms contained in such payoff letters; (f) a subsistence certificate of the Company as of a date not more than thirty (30) days prior to Closing from the Secretary of State of the Commonwealth of Pennsylvania; (g) a certificate from the Company dated as of the Closing Date that complies with the requirements of Treasury Regulations § 1.1445-2(c)(3), certifying that the Company is not a U.S. real property holding corporation; (h) all required consents set forth on the Disclosure Schedule which shall be in full force and effect, in a form reasonably acceptable to Buyer; (i) counterpart signature pages to the Employment Agreements, duly executed by Xxxx Xxxxx and Xxxx Xxxxxxx; and (j) evidence of termination or release of all Company guarantees of any Affiliate or third-party Indebtedness. Any agreement or document to be delivered to Buyer pursuant to this Section 7.1, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer.

Closing Deliveries of Sellers and the Company. (a) At or prior to the Closing, Seller Representative and the Sellers Company shall deliver, or cause deliver to be delivered, Purchaser the following items agreements, documents and other items, each of which shall be in form and substance satisfactory to BuyerPurchaser: (a) all appropriate instruments of transfer to convey the Company Shares to Purchaser, with original certificates for representing the Membership InterestsCompany Shares if they are certificated, duly endorsed for transfer or accompanied by a duly executed stock power, or other appropriate instrument of assignment and transfer, or if none, affidavits of lost or non-issued certificates to that effectbe delivered promptly after the Closing; (b) counterpart signatures to the Employment Agreements, duly executed by Lax Xim Chxxx; (c) payoff and release letters for all of the Closing Indebtedness Amount that (i) reflect the amounts required in order to pay in full such Closing Indebtedness Amount, and (ii) provide that, upon payment in full of the amounts indicated, all Liens with respect to the assets of the Companies shall be terminated and be of no further force and effect, together with UCC-3 termination statements and PPSA discharges, as applicable, with respect to the financing statements filed against the assets or equity interests of the Company by the holders of any such Liens (the “Payoff Letters”); (d) the written resignationresignations, effective as of the Closing, of each of the Sellers in their respective capacities as Managers directors and officers of the Company, as applicable; (c) physical possession of all books and records, licenses and permits, policies, contracts, plans or other instruments of the Company; provided, that all such materials shall be deemed delivered to Buyer if they are present at the Company’s corporate office; (d) a copy of the Company’s formation documentation certified (as of a date not more than thirty (30) days prior to Closing) by the Secretary of State (or equivalent governmental officer) of the state of its formation or organization, and a copy of its operating agreement, certified by the Company’s Managers. (e) payoff letters in a commercially reasonable form with respect to Certificate of Compliance from Innovation, Science and Economic Development Canada dated within five calendar days of the Repaid Closing IndebtednessDate, which letters provide and certificates of good standing for the dollar amount required to repay in full all such Repaid Closing Indebtedness and for the termination and release of all Liens relating to the Repaid Closing Indebtedness following satisfaction Company dated within five calendar days of the terms contained Closing Date, issued by the appropriate Governmental Authorities in such payoff letterseach jurisdiction in which the conduct of its business requires the Company to be qualified to do business as a foreign entity; (f) a subsistence certificate all share transfer books, minute books, share certificates and other corporate records of the Company as of a date (to the extent not more than thirty (30) days prior located at the Company’s principal office or previously delivered to Closing from the Secretary of State of the Commonwealth of PennsylvaniaPurchaser); (g) a certificate from copies, certified by the Secretary or other senior officer of the Company dated to be true, complete and correct as of the Closing Date that complies with Date, of the requirements certificate of Treasury Regulations § 1.1445-2(c)(3), certifying that incorporation of the Company is not and all amendments thereto, the Company’s bylaws and all amendments thereto, the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, a U.S. real property holding corporationcertificate of incumbency for the signatories of this Agreement and the other Transaction Documents, and a certificate of status of the Company; (h) copies, certified by a duly authorized officer of each of the Sellers that are corporations, of all required consents set forth on resolutions adopted by the Disclosure Schedule which shall be in full force board of directors and effectshareholders (as applicable) of each such Seller authorizing the execution, in a form reasonably acceptable to Buyerdelivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (i) counterpart signature pages evidence of termination of the following (collectively, the “Terminated Agreements”): (1) Unanimous Shareholders’ Agreement dated December 7, 2017 which was amended by an Amendment to Unanimous Shareholders’ Agreement effective October 2, 2021; (2) Independent Contractor Agreement with Naxxxxxxx Xxxxx xated October 2, 2021; (3) Independent Contractor Agreement with Lax Xim Chxxx xated February 1, 2022; (4) Founders’ Agreement with Lax Xim Chxxx, Mixxxxx Xxxxxxxxx xnd Quxxx Xxx Xxx xated December 1, 2017 which was amended by an Amendment to Founders’ Agreement dated February 28, 2019; and (5) Independent Contractor Agreement with Chxx Xxxx xated October 1, 2021; including evidence satisfactory to Purchaser’s counsel that each of the Employment Agreementsforegoing Terminated Agreements shall be of no further force or effect and there shall be no obligations or liabilities thereunder from and after the Closing Date, duly executed by Xxxx Xxxxx and Xxxx Xxxxxxx; andexcept as expressly set forth herein; (j) evidence that any convertible notes issued by the Company prior to Closing, except for the Tuxxxx Xote, and any other securities exchangeable for or convertible into Company Shares have been terminated or cancelled, and, with respect to the convertible notes, except for the Tuxxxx Xote, that the holders of termination or release of such notes and/or securities have waived and released any and all Company guarantees of any Affiliate or third-party Indebtedness. Any agreement or document rights under such securities; and (k) all other instruments and documents required by this Agreement to be delivered to Buyer pursuant to this Section 7.1by Sellers, the form of Company, or Seller Representative, and such other instruments and documents which is not attached Purchaser or its counsel may reasonably request to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyereffectuate the transactions contemplated hereby.

Closing Deliveries of Sellers and the Company. (a) At the Closing, the Sellers shall deliver, or cause to be delivered, the following items to Buyer: (a) all certificates for the Membership InterestsUnits, duly endorsed for transfer or accompanied by a duly executed stock unit power, or other appropriate instrument of assignment and transfer, or if none, affidavits of lost or non-issued certificates to that effect; (b) the written resignation, effective as of the Closing, of the managers and non-employee officers of the Company and of the Sellers in their respective capacities as Managers and officers managers, officers, or employees of the Company, as applicable; (c) physical possession of all books and records, licenses and permits, policies, contracts, plans or other instruments of the Company; provided, that all such materials shall be deemed delivered to Buyer if they are present at the Company’s corporate office; (d) a copy of the Company’s formation documentation certified (as of a date not more than thirty (30) days prior to Closing) by the Secretary of State (or equivalent governmental officer) of the state of its formation or organization, and a copy of its amended operating agreement, certified by the Company’s ManagersPresident. (e) payoff letters in a commercially reasonable form with respect to the Repaid Closing Indebtedness, which letters provide for the dollar amount required to repay in full all such Repaid Closing Indebtedness and for the termination and release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the terms contained in such payoff letters; (f) a subsistence certificate of good standing of the Company as of a the most recent practicable date not more than thirty (30) days prior to Closing from the Secretary of State of the Commonwealth State of PennsylvaniaColorado; (g) a certificate from the Company and each Seller dated as of the Closing Date that complies with the requirements of Treasury Regulations § 1.1445-2(c)(3), certifying that the Company is not a U.S. real property holding corporation; (h) all required consents set forth on the Disclosure Schedule which shall be in full force and effect, in a form reasonably acceptable to Buyer; (i) a counterpart signature page to the Escrow Agreement, duly executed by Seller; (j) counterpart signature pages to the Employment Agreements, duly executed by Xxxx Xxxxx Xxxxx, Xxxxxxx and Xxxx Xxxxxxx; andXxxxxx; (jk) evidence of termination or release of all Company guarantees of any Affiliate or third-party Indebtedness. Any agreement or document to be delivered to Buyer pursuant to this Section 7.1, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer.

Closing Deliveries of Sellers and the Company. (a) At the Closing, the Sellers shall deliver, or cause to be delivered, the following items to Buyer: (a) all certificates for the Membership InterestsShares, duly endorsed for transfer or accompanied by a duly executed stock power, or other appropriate instrument of assignment and transfer, or if none, affidavits of lost or non-issued certificates to that effect; (b) the written resignation, effective as of the Closing, of the Sellers directors and non- employee officers of the Company and of the Seller Parties in their respective capacities as Managers and officers directors officers, or employees of the Company, as applicable; (c) physical possession of all books and records, licenses and permits, policies, contracts, plans or other instruments of the Company; provided, that all such materials shall be deemed delivered to Buyer if they are present at the Company’s corporate office; (d) a copy of the Company’s formation documentation certified (as of a date not more than thirty (30) days prior to Closing) by the Secretary of State (or equivalent governmental officer) of the state of its formation or organization, and a copy of its operating agreement, certified by the Company’s Managers,. (e) payoff letters in a commercially reasonable form with respect to the Repaid Closing IndebtednessIndebtedness to be paid at Closing, which letters provide for the dollar amount required to repay in full all such Repaid Closing Indebtedness and for the termination and release of all Liens relating to the Repaid Closing such Indebtedness following satisfaction of the terms contained in such payoff letters; (f) a subsistence good standing certificate of the Company as of a date not more than thirty ten (3010) days prior to Closing from the Secretary of State of the Commonwealth State of PennsylvaniaNorth Carolina; (g) a certificate from the Company dated as of the Closing Date that complies with the requirements of Treasury Regulations § 1.1445-2(c)(3), certifying that the Company is not a U.S. real property holding corporation; (h) all required consents set forth on the Disclosure Schedule which shall be in full force and effect, in a form reasonably acceptable to Buyer; (i) counterpart signature pages to the Employment Agreements, duly executed by Xxxx Xxxxx and Xxxx Xxxxxxx; (j) counterpart signature pages to the Restrictive Covenant Agreements; and (jk) evidence of termination or release of all Company guarantees of any Affiliate or third-party Indebtedness. Any agreement or document to be delivered to Buyer pursuant to this Section 7.1, the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to Buyer.