Common use of Closing Deliveries of the Shareholders Clause in Contracts

Closing Deliveries of the Shareholders. At the Closing, the Shareholders shall deliver to Buyer, in addition to any other documents to be delivered under the provisions of this Agreement, all of the following documents: (i) the Closing Statement, dated as of the date hereof, duly executed by the Shareholders (the “Closing Statement”); (ii) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer or accompanied by stock powers endorsed in blank; (iii) evidence of full and complete payment of all Specified Indebtedness (including payoff letters with respect thereto) and releases of all Liens on the Assets (other than Permitted Liens) and the Shares, including the termination of all security interests or similar interests with respect to the Shares or the Assets, in each case in a form acceptable to Buyer, acting reasonably; (iv) a certificate of an officer or director of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the notice of articles and articles of the Company, and (B) certifying and attaching all requisite resolutions or actions of the Company’s board of directors approving the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, 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 or similar certificate of the Company and each of its Subsidiaries from their respective jurisdictions of incorporation or organization and each other jurisdiction in which any of them is qualified or licensed to transact business, each dated within ten (10) Business Days prior to the Closing Date; (vi) the Offer Letters, dated as of the date hereof, duly executed by the Management Shareholders (other than Xxxxx, Xxxxxxxx or RF Management) (the “Offer Letters”); (vii) the written resignations of all officers and directors of the Company, as well as evidence that the Excluded Employees are no longer employees of the Company; (viii) the Escrow Agreement, duly executed by the Shareholders’ Representative; (ix) each of the Consents set forth on Schedule 1.5(b)(ix); (x) instruments evidencing the termination of agreements and incentive plans identified on Schedule 1.5(b)(x), together with a legal opinion of counsel to the Shareholders, in a form reasonably acceptable to Buyer; (xi) a statement of account specific revenue and Margin for each specific account for the fiscal years 2010, 2011 and 2012 to date, up to and including the last month prior to Closing (the “Statement of Account Specific Revenue and Margin”); (xii) a certified copy the requisite resolutions or actions of the Fulcrum Shareholders approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, and that all such resolutions are in full force and effect; (xiii) mutual releases from the officers and directors of the Company and its Subsidiaries in a form reasonably acceptable to Buyer (the “Mutual Releases”); (xiv) evidence of the purchase by the Company, at its sole cost and expense, of a minimum of three (3) years of reporting endorsement (extended reporting or “Tail”) coverage with respect to all existing “claims made” insurance policies of the Company and its Subsidiaries in connection with events that may have occurred prior to Closing, but are not reported until after the Closing; and (xv) such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.

Closing Deliveries of the Shareholders. At the Closing, the Shareholders shall deliver to Buyer, in addition to any other documents to be delivered under the provisions of this Agreement, all of the following documents: (i) the Closing Statement, dated as of the date hereof, duly executed by the Shareholders (the “Closing Statement”); (ii) certificates representing the Shares, free and clear of all Liens, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer or accompanied by stock powers endorsed in blank; (iii) evidence of full and complete payment of all Specified Indebtedness (including payoff letters with respect thereto) and releases of all Liens on the Assets (other than Permitted LiensLiens with respect to the Assets) on the Shares and the SharesAssets, including the termination of all security interests or similar interests with respect to the Shares or the Assets, in each case in a form reasonably acceptable to Buyer, acting reasonably; (iv) a certificate of an officer or director the Secretary of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the notice of articles and articles bylaws of the Company, and (B) certifying and attaching all requisite resolutions or actions of the Company’s board of directors and shareholders, as applicable, approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, 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 or similar certificate of the Company from its jurisdiction of incorporation and each of its Subsidiaries from their respective jurisdictions of incorporation or organization and each other jurisdiction in which any of them the Company is qualified or licensed to transact businessbusiness and a certified copy of the Company’s articles of incorporation, each dated within ten (10) Business Days prior to the Closing Date; (vi) the Offer LettersConsulting Agreements, dated as of the date hereof, duly executed by the Management Shareholders (other than Xxxxx, Xxxxxxxx or RF Management) (the “Offer LettersConsulting Agreements”); (vii) the written resignations of all officers and directors of the Company, as well as evidence that the Excluded Employees are no longer employees of the Company; (viii) the Escrow Agreement, duly executed by the Shareholders’ Representative; (ix) each of the Consents consents set forth on Schedule 1.5(b)(ix1.4(b)(ix); (x) instruments evidencing the termination Landlord Estoppel, dated as of agreements and incentive plans identified on Schedule 1.5(b)(x)the date hereof, together with a legal opinion of counsel to duly executed by the Shareholders, in a form reasonably acceptable to BuyerLandlord; (xi) the assignment and assumption of the Pre-Closing Liabilities, dated as of the date hereof, duly executed by the Shareholders and the Company (the “Assignment and Assumption of Pre-Closing Liabilities”); (xii) a statement of account specific revenue and Margin for each specific account for the fiscal years 2010, 2011 and 2012 to date, up to and including the last month prior to Closing (the “Statement of Account Specific Revenue and Margin”); (xii) a certified copy the requisite resolutions or actions of the Fulcrum Shareholders approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, and that all such resolutions are in full force and effect; (xiii) mutual releases from the officers and directors of the Company and its Subsidiaries in a form reasonably acceptable to Buyer (the “Mutual Releases”); (xiv) evidence of the purchase by the Company, at its sole cost and expense, of a minimum of three (3) years of reporting endorsement (extended reporting or “Tail”) coverage with respect to all existing “claims made” insurance policies of the Company and its Subsidiaries in connection with events that may have occurred prior to Closing, but are not reported until after the Closing; and (xvxiii) such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.

Closing Deliveries of the Shareholders. At the Closing, the Shareholders shall deliver to Buyer, in addition to any other documents specifically required to be delivered under the provisions of pursuant to this Agreement, the Shareholders shall deliver to Purchaser the following: (a) certificates representing all of the following documents:Stock, endorsed to Purchaser or in blank by an effective endorsement sufficient to give Purchaser “control” of the Stock for purposes of Section 303 of Article 8 of the Uniform Commercial Code and free and clear of all Restrictions; (ib) counterparts to the Closing StatementEmployment Agreement and the Consulting Agreements, duly executed by Messrs. Sxxxxxxxx, Kxxxxx and Dxxxx (as appropriate); (c) [intentionally omitted] (d) a certificate of the Secretary or Assistant Secretary of the Company, dated as of the date hereof, certifying (i) the resolutions duly executed adopted by the Shareholders (the “Closing Statement”); (ii) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer or accompanied by stock powers endorsed in blank; (iii) evidence Board of full and complete payment of all Specified Indebtedness (including payoff letters with respect thereto) and releases of all Liens on the Assets (other than Permitted Liens) and the Shares, including the termination of all security interests or similar interests with respect to the Shares or the Assets, in each case in a form acceptable to Buyer, acting reasonably; (iv) a certificate of an officer or director Directors of the Company (A) certifying, as complete authorizing and accurate as of the Closing, attached copies of the notice of articles and articles of the Company, and (B) certifying and attaching all requisite resolutions or actions of the Company’s board of directors approving the execution execution, delivery and delivery performance of the Transaction Documents this Agreement and the consummation of the transactions contemplated hereby and therebyhereby, as applicable, and (ii) that all such resolutions are have not been rescinded or modified and remain in full force and effect as of the Closing Date, and are all resolutions adopted (iii) the Articles of Incorporation of the Company, as amended and in connection with effect on the transactions contemplated herebydate hereof; (ve) a good standing or similar certificate of the Shareholders to be dated as of the Closing Date, certifying that the Shareholders and the Company have performed and each complied with all the terms, provisions and conditions of its Subsidiaries from their respective jurisdictions of incorporation or organization this Agreement to be performed and each other jurisdiction in which any of complied with by them is qualified or licensed to transact business, each dated within ten (10) Business Days prior to Closing and that their representations and warranties contained herein are true in all respects as of the date of this Agreement and as of the Closing Date; (vif) the Offer Lettersoriginal minute books, dated as of the date hereof, duly executed by the Management Shareholders stock ledgers and corporate seal (other than Xxxxx, Xxxxxxxx or RF Managementif any) (the “Offer Letters”); (vii) the written resignations of all officers and directors of the Company, as well as evidence that the Excluded Employees are no longer employees of the Company;; and (viii) the Escrow Agreement, duly executed by the Shareholders’ Representative; (ix) each of the Consents set forth on Schedule 1.5(b)(ix); (x) instruments evidencing the termination of agreements and incentive plans identified on Schedule 1.5(b)(x), together with a legal opinion of counsel to the Shareholders, in a form reasonably acceptable to Buyer; (xi) a statement of account specific revenue and Margin for each specific account for the fiscal years 2010, 2011 and 2012 to date, up to and including the last month prior to Closing (the “Statement of Account Specific Revenue and Margin”); (xii) a certified copy the requisite resolutions or actions of the Fulcrum Shareholders approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, and that all such resolutions are in full force and effect; (xiii) mutual releases from the officers and directors of the Company and its Subsidiaries in a form reasonably acceptable to Buyer (the “Mutual Releases”); (xivg) evidence of the purchase by the Company, at its sole cost payment in full and expense, satisfaction of a minimum of three (3) years of reporting endorsement (extended reporting or “Tail”) coverage with respect to all existing “claims made” insurance policies of the Company and its Subsidiaries in connection with events that may have occurred prior to Closing, but are not reported until after the Closing; and (xv) such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably requestIndebtedness.

Closing Deliveries of the Shareholders. At the Closing, the Shareholders shall deliver to Buyer, in addition to any other documents specifically required to be delivered under the provisions of pursuant to this Agreement, each Shareholder shall deliver to Merger Sub the following: (a) certificates representing all of the following documents: (i) common shares of the Closing Statement, dated Company owned beneficially and of record by such Shareholder as of the date hereof; (b) a Release, duly executed by such Shareholder, in the Shareholders (the “Closing Statement”)form attached hereto as Exhibit A; (iic) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer or accompanied by stock powers endorsed in blank; (iii) evidence of full and complete payment of all Specified Indebtedness (including payoff letters with respect thereto) and releases of all Liens on the Assets (other than Permitted Liens) and the Shares, including the termination of all security interests or similar interests with respect to the Shares or the Assets, in each case in a form acceptable to Buyer, acting reasonably; (iv) a certificate of an officer or director of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the notice of articles and articles of the Company, and (B) certifying and attaching all requisite resolutions or actions of the Company’s board of directors approving the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, 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 or similar certificate of the Company and each of its Subsidiaries from their respective jurisdictions of incorporation or organization and each other jurisdiction in which any of them is qualified or licensed to transact business, each dated within ten (10) Business Days prior to the Closing Date; (vi) the Offer Letters, dated as of the date hereof, duly executed by the Management Shareholders (other than Xxxxx, Xxxxxxxx or RF Management) (the “Offer Letters”); (vii) the written resignations of all officers and directors of the Company, as well as evidence that the Excluded Employees are no longer employees of the Company; (viii) the Escrow Agreement, duly executed by the Shareholders’ Representative; (ix) each of the Consents set forth on Schedule 1.5(b)(ix); (x) instruments evidencing the termination of agreements and incentive plans identified on Schedule 1.5(b)(x), together with a legal opinion of counsel to the Shareholders, in a form reasonably acceptable dated the date hereof, addressed to BuyerMerger Sub, and containing customary legal opinions, exceptions and qualifications; (xid) a statement copies of account specific revenue and Margin for each specific account for the fiscal years 2010Company's Articles of Incorporation, 2011 and 2012 as amended to date, up to and including duly certified by the last month Indiana Secretary of State dated no more than 10 days prior to the Closing (the “Statement of Account Specific Revenue and Margin”)Date; (xiie) a certified copy Certificate of Existence for the requisite resolutions or actions Company from the Indiana Secretary of State dated no more than 10 days prior to the Fulcrum Shareholders approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, and that all such resolutions are in full force and effectClosing Date; (xiiif) mutual releases from the officers and directors a certificate, duly executed by such Shareholder, dated as of the Company Closing Date, certifying (i) that such Shareholder has performed and its Subsidiaries complied in a form reasonably acceptable all material respects with all of the terms, provisions and conditions of this Agreement to Buyer be performed and complied with by it prior to the Closing, and (ii) that such Shareholder's representations and warranties in this Agreement are true and correct in all material respects as of the “Mutual Releases”)Closing Date; (xivg) the original minute books, stock ledgers and corporate seal (if any) of the Company; (h) evidence of the purchase by the Company, at its sole cost payment in full and expense, satisfaction of a minimum of three (3) years of reporting endorsement (extended reporting or “Tail”) coverage with respect to all existing “claims made” insurance policies of the Company and its Subsidiaries in connection with events that may have occurred prior to Closing, but are not reported until after the ClosingIndebtedness; and (xvi) such other documents relating documents, instruments and agreements as Parent or Merger Sub or their counsel may reasonably request to consummate the transactions contemplated by this Agreement as Buyer may hereby, in form and substance reasonably requestacceptable to Parent or Merger Sub and their counsel.