Common use of Company’s Deliveries Clause in Contracts

Company’s Deliveries. At the Closing, Company shall deliver (or cause to be delivered), if and to the extent not previously delivered, to Purchaser all of the following: (a) a copy of Company’s Charter Documents, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Company, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of good standing or other evidence of current qualification to do business in each of California and in each other jurisdiction where Company presently is conducting business; (d) a certificate of the Secretary or an Assistant Secretary of Company, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, (i) confirming no amendments to the Charter Documents; (ii) attaching the Operating Agreement of Company, as amended to date; (iii) attaching a true and complete list of all holders of issued and outstanding Units, of any class or series, as at the Closing Date; (iv) resolutions of the Board of Directors of Company authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (iv) attesting to the incumbency and signatures of the signatories of Company executing this Agreement or any Related Document; (e) an opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to Company, dated the Closing Date and in the form agreed by Company and Purchaser; (f) all Consents required to be obtained by Sellers or Company with respect to the consummation of the transactions contemplated by this Agreement, except as reflected on Schedule 3.4(h) hereto. (g) stock certificates evidencing the 48,750 shares of Subsidiary pledged to GECC; (h) such other document as Purchaser may reasonably request for facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Company’s Deliveries. At the Closing, the Company shall deliver (or cause to be delivered), if and delivered to the extent not previously delivered, to Purchaser all of the followingPurchaser: (a) a copy of the Company’s Charter Documents's certificates contemplated by Sections 6.6(b), certified as of a recent date by the Secretary of State of the State of Delaware6.6(c) and 6.6(e)(ii); (b) a certificate of good standing of Company, issued as of a recent date the Requisite Approvals contemplated by the Secretary of State of the State of DelawareSection 6.6(f); (c) a certificate all of the books, records, accounts, files, software, including the Software, and other documentary and computer information, data and materials of any nature of the Company and its Subsidiaries (which shall include all corporate and financial books and records required to be maintained by either the laws of the respective jurisdictions of incorporation of the Company and its Subsidiaries or good standing or other evidence of current qualification to do business in each of California and in each other jurisdiction where Company presently is conducting businesspractices); (d) a certificate of the Secretary or an Assistant Secretary of Company, dated the Closing Datevalid and binding non-competition agreements, in form and substance reasonably satisfactory to the Purchaser, (i) confirming no amendments to the Charter Documents; (ii) attaching the Operating Agreement of Company, as amended to date; (iii) attaching a true and complete list of all holders of issued and outstanding Units, of any class or series, as at the Closing Date; (iv) resolutions duly executed by each of the Board of Directors of Company authorizing the execution Key Employees and performance of this Agreement and the transactions contemplated herein; and (iv) attesting to the incumbency and signatures such other of the signatories of Company executing this Agreement or any Related DocumentEmployees as the Purchaser may reasonably request; (e) an opinion valid and binding employment agreements, in form and substance satisfactory to the Purchaser, duly executed by each of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to Company, dated the Closing Date Key Employees and in such other of the form agreed by Company and PurchaserEmployees as the Purchaser may reasonably request; (f) all Consents required to be obtained by Sellers or Company with respect valid and binding Proprietary Rights Agreements, in form and substance satisfactory to the consummation of the transactions contemplated Purchaser, duly executed by this Agreement, except as reflected on Schedule 3.4(h) hereto.all Employees; (g) stock certificates evidencing the 48,750 shares written resignations of Subsidiary pledged each of the directors and officers of the Company and its Subsidiaries, effective as of the Closing Date, together with written releases, in form and substance satisfactory to GECCthe Purchaser, releasing the Company and its Subsidiaries and the Purchaser and its Affiliates from any liabilities or claims of any nature whatsoever that such directors and officers might have in such respective capacities; (h) such other document as Purchaser may reasonably request for facilitating the consummation or performance of any opinion of the transactions Company's solicitors contemplated by this AgreementSection 6.6(g); (i) an update to Section 7.2 of the Disclosure Schedule, as applicable, pursuant to the last sentence of Section 7.2(d), duly executed by the Company; and (j) a detailed list of all Company Transaction Expenses, together with invoices and other documentation evidencing such Company Transaction Expenses, certified by the President of the Company as being true, correct and complete as of the Closing Date.

Company’s Deliveries. At Subject to fulfillment or waiver of the Closingconditions set forth in Article 10, on the Closing Date Company shall deliver (or cause to be delivered), if and to the extent not previously delivered, to Purchaser ATS all of the following: (a) a copy of an Amendment to the Amended and Restated Articles of Incorporation of Company’s Charter Documents, certified as in form and substance reasonably satisfactory to ATS, amending the Certificate of Designations, Preferences and Rights of Series AA Convertible Preferred Stock of the Company (the “Certificate of Designations”) to extinguish the rights of the holders of the Company Preferred Stock under Section 4(a) of the Certificate of Designations, filed with the Secretary of State of the State of Colorado prior to the date hereof; (b) a recent date short form certificate of good standing of Company and its U.S. Subsidiary, issued within 7 days of the Closing Date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Company, issued as of a recent date by the Secretary of State of the State of DelawareColorado; (c) a certificate of good standing or other evidence of current qualification to do business in each of California and in each other jurisdiction where Company presently is conducting business; (d) a certificate of the Secretary or an Assistant Secretary of Company, dated the Closing Date, in form and substance reasonably satisfactory to PurchaserATS, as to: (i) confirming no amendments to the Charter DocumentsAmended and Restated Articles of Incorporation of Company; (ii) attaching the Operating Agreement Amended and Restated Bylaws of Company, as amended to date; (iii) attaching a true and complete list the Organizational Documents of all holders each Subsidiary of issued and outstanding Units, the Company as in effect as of any class or series, as at the Closing Date, attaching such Organizational Documents thereto; (iv) the resolutions of the Board of Directors of the Company and Company Shareholders, including all of the independent directors and holders of a majority of the voting interests of the Series AA Preferred Stock voting as a separate class and holders representing a majority of the voting interests of the Series AA Preferred Stock and Common Stock voting together as a single class as required by applicable law, authorizing the execution and performance of this Agreement and the transactions contemplated hereinContemplated Transactions; and (ivv) attesting to the incumbency and signatures of the signatories officers of Company executing this Agreement and any agreement, document or any Related Documentinstrument delivered hereunder (the “Company Secretary’s Certificate”); (d) the certificate contemplated by Section 9.1, duly executed by the President or Chief Executive Officer of Company; (e) an opinion a certificate, validly executed by the President or Chief Executive Officer of Sidley Xxxxxx Xxxxx & Xxxx LLPCompany for and on its behalf, counsel to Companythe effect that, dated as of the Closing Date Closing, each and every one of the conditions to the obligations of ATS and Merger Sub set forth in Section 9 have been satisfied (unless otherwise waived in accordance with the form agreed by Company and Purchaserterms thereof); (f) all Consents required to be obtained by Sellers or Company with respect to the consummation of the transactions resignation letters contemplated by this AgreementSection 8.4, except as reflected on Schedule 3.4(h) hereto.duly executed by such Persons; (g) stock certificates evidencing of status of foreign corporation or similar certificates regarding the 48,750 shares Company issued by the Secretary of Subsidiary pledged State of each state listed in Schedule 4.1(a) of the Disclosure Memorandum, in each case dated within a reasonable period prior to GECCthe Closing certifying as to the good standing of the Company in the states disclosed on Schedule 4.1(a) of the Disclosure Memorandum; (h) such other document as Purchaser may reasonably request for facilitating a certificate stating that Company is not, and has not been during the consummation or performance relevant testing period, a United States real property holding corporation within the meaning of any Section 897 of the transactions contemplated Code, sufficient to comply with Treasury Regulation § 1.897-2(h); and (i) the Amendment to Accounting Function Service Agreement, duly executed by this AgreementDolphin Management Shared Services, Inc. and the Company.

Company’s Deliveries. At Concurrently with the Closingexecution of this Agreement, the Company shall deliver (deliver, or cause to be delivered), if and to the extent not previously delivered, to Purchaser all of the following: (a) to the Purchaser Majority: (i) the resignations, effective upon execution of this Agreement, of each of the Company Directors from the Board of Directors; and (ii) a true and complete copy, certified by the Secretary of the Company, of the resolutions, duly and validly adopted by the Board of Directors at a meeting held for such purposes, evidencing the Board of Director’s unanimous appointment of the Interim Purchaser Directors as members of the Board of Directors; and (b) to Xxxxxxxxx Xxxxxxx, LLP, to hold in escrow pending the Closing as contemplated by the escrow letter, dated as of the date hereof, executed in connection herewith: (i) a certified copy of Company’s Charter Documents, certified as the Certificate of a recent date Designation that has been accepted for filing by the Secretary of State of the State of Delaware; (bii) a certificate, signed by the Secretary of the Company and each Company Subsidiary, certifying true, complete and accurate copies of the constituent organizational documents of each such entity, each as amended through the Closing; (iii) a true and complete copy, certified by the Secretary of the Company, of the resolutions, duly and validly adopted by the Board of Directors at a meeting held for such purposes, evidencing the Board of Director’s unanimous approval, authorization and ratification of the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby; (iv) original duly executed stock certificates representing those numbers of Shares set forth opposite such Purchaser’s name on Schedule I; (v) the executed signature pages of each of the other Transaction Document to which the Company is a party; (vi) a certificate of evidencing the formation and good standing of Company, the Company issued as of a recent date by the Secretary of State (or comparable office) of the State Company’s and each Company Subsidiary’s jurisdiction of Delawareformation and in each state where it is qualified to do business, as of a date within twenty (20) Business Days of the Closing Date; (cvii) a certificate legal opinion of good standing or other evidence of current qualification to do business in each of California and in each other jurisdiction where Company presently is conducting business; (d) a certificate of Xxxxxxxxx Xxxxxxx Xxxx & Xxxxx LLP covering the Secretary or an Assistant Secretary of Companymatters set forth on Exhibit C hereto, dated the Closing Date, which opinion shall be in form and substance reasonably satisfactory to Purchaser, (i) confirming no amendments to the Charter Documents; (ii) attaching the Operating Agreement of Company, as amended to date; (iii) attaching a true and complete list of all holders of issued and outstanding Units, of any class or series, as at the Closing Date; (iv) resolutions of the Board of Directors of Company authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (iv) attesting to the incumbency and signatures of the signatories of Company executing this Agreement or any Related DocumentPurchaser Majority; (eviii) an opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel evidence reasonably satisfactory to Company, dated the Closing Date and in Purchaser Majority that the form agreed by Company and PurchaserNotes Event has occurred; (fix) evidence reasonably satisfactory to the Purchaser Majority that the aggregate amount of fees owed by the Company to Xxxxxx Buckfire & Co., LLC do not exceed $500,000; (x) evidence reasonably satisfactory to the Purchaser Majority that all Consents of the filings (except those filings disclosed on Schedule 3.1(f)) required to be obtained filed and notifications required to be provided by Sellers or the Company with respect or to the consummation United States Department of the transactions contemplated by this AgreementTreasury, except as reflected on Schedule 3.4(hTobacco and Alcohol Tax and Trade Bureau (“TTB”) hereto.prior to Closing have been filed or provided; and (gxi) stock certificates evidencing the 48,750 shares of Subsidiary pledged to GECC; (h) such other document as Purchaser may reasonably request for facilitating the consummation or performance of any a copy of the transactions contemplated by this AgreementFairness Opinion, which shall be reasonably satisfactory to the Purchaser Majority.

Company’s Deliveries. At the Closing, subject to the fulfillment or waiver of the conditions set forth in Section 5.1, the Company shall execute and deliver (or cause to be delivered), if and to the extent not previously delivered, to Purchaser all of the following: (a) a copy of Company’s Charter Documents, certified as of a recent date by the Secretary of State all books and records of the State of DelawareCompany; (b) a certificate resignations of good standing the directors and officers of Company, issued the Company effective as of a recent date by the Secretary of State of the State of DelawareClosing; (c) a certificate certified copy of good standing or other evidence the Company's Articles of current qualification Incorporation and a copy of the Company's Bylaws certified to do business in each be true and correct by the Secretary of California and in each other jurisdiction where Company presently is conducting businessthe Company; (d) a certificate of existence of the Company, issued not earlier than thirty (30) days prior to the Closing Date by the Secretary or of the State of Washington; (e) an Assistant Secretary incumbency and specimen signature certificate with respect to the officers of the Company executing this Agreement, and any other document delivered under this Agreement, on behalf of the Company; (f) a closing certificate duly executed by the President of the Company, dated on behalf of the Company, pursuant to which the Company represents and warrants to Purchaser that the representations and warranties of the Company to Purchaser are true and correct in all material respects as of the Closing DateDate as if originally made on the Closing Date or if any such representation or warranty is untrue in any material respect, specifying the respect in which it is untrue, that all covenants required by the terms of this Agreement to be performed by the Company on or before the Closing Date have been so performed, and that all documents to be executed and delivered by the Company at the Closing have been validly executed by a duly authorized officer of the Company; (g) the Material Consents required to be delivered by the Company pursuant to Section 4.4; (h) certified copies of the resolutions of the Company's board of directors authorizing the execution, delivery, and performance of this Agreement; (i) A title certificate, endorsement, policy, or guarantee issued by Jefferson Title Company and dated as of Closing assuring Purchaser as to the Company's title to the real property described in this Agreement, in form and substance reasonably satisfactory to Purchaser, (i) confirming no amendments to the Charter Documents; (ii) attaching the Operating Agreement of Company, as amended to date; (iii) attaching a true and complete list of all holders of issued and outstanding Units, of any class or series, as at the Closing Date; (iv) resolutions of the Board of Directors of Company authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (iv) attesting to the incumbency and signatures of the signatories of Company executing this Agreement or any Related Document; (ej) an opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel such other documents as may be reasonably required from the Company in order to Company, dated the Closing Date and in the form agreed by Company and Purchaser; (f) all Consents required to be obtained by Sellers or Company with respect to the consummation of effectuate the transactions contemplated by this Agreement, except as reflected on Schedule 3.4(h) hereto. (g) stock certificates evidencing the 48,750 shares of Subsidiary pledged to GECC; (h) such other document as Purchaser may reasonably request for facilitating the consummation or performance of any of the transactions contemplated by this Agreement.. SECTION

Company’s Deliveries. At the Closing, The Company shall execute and/or deliver (or cause to be delivered), if and executed and/or delivered to the extent not previously delivered, to Purchaser Buyer all of the following: (a) a copy of Company’s Charter Documents, certified as of a recent date by the Secretary of State executed copies of the State of Delawarewritten consents identified in Schedule 7.3(a); (b) a certificate executed on behalf of good standing of Companythe Company by its President and Chief Technical Officer to the effect that, issued as of a recent date the Closing Date: (i) all representations and warranties made by the Secretary Company under this Agreement are true, correct and complete; and (ii) all covenants, obligations and conditions of State of this Agreement to be performed or complied with by the State of Delaware;Company on or before such date have been so performed. (c) a certificate of good standing or other evidence of current qualification to do business in The Major Shareholder Noncompetition Agreements executed by each of California and in each other jurisdiction where Company presently is conducting businessthe Company’s Major Shareholders; (d) a certificate Employee Noncompetition Agreements executed by each of the Secretary or an Assistant Secretary of Company, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, (i) confirming no amendments to the Charter Documents; (ii) attaching the Operating Agreement of Company, as amended to date; (iii) attaching a true and complete list of all holders of issued and outstanding Units, of any class or series, as at the Closing Date; (iv) resolutions of the Board of Directors of Company authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (iv) attesting to the incumbency and signatures of the signatories of Company executing this Agreement or any Related DocumentKey Employees; (e) an opinion a properly executed statement in a form acceptable to Buyer for purposes of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to Company, dated the Closing Date and in the form agreed by Company and Purchasersatisfying Buyer’s obligations under Treas. Reg. §1.1445-2.; (f) duly signed resignations, effective immediately after the Closing, of all Consents required to be obtained by Sellers or Company with respect to the consummation directors, officers and advisory board members of the transactions contemplated by this Agreement, except as reflected on Schedule 3.4(h) hereto.Company; (g) stock certificates evidencing executed offer letters on terms acceptable to Buyer from the 48,750 shares Employees of Subsidiary pledged to GECCthe Company listed in Schedule 7.3(g); (h) such other document as Purchaser may reasonably request for facilitating signature cards with each of the consummation or performance banks at which the Company maintains accounts terminating the ability of any of the Company’s officers or employees to sign checks and take other actions on behalf of the Company and transferring such ability to the chief executive officer and chief financial officer of Buyer; (i) evidence acceptable to Buyer of the termination of the Company Employee Plans listed in Schedule 7.3(i); (j) evidence acceptable to Buyer of the termination of the agreements listed in Schedule 7.3(j); (k) certificates of good standing from the secretary of state and/or other appropriate agency for the State of California and any other state in which the Company is qualified to do business dated within five (5) days of the Closing Date; (l) certified copies of all corporate actions, proceedings, instruments, and documents required to carry out the transactions contemplated hereby or incidental hereto and all other related legal matters such other instruments and documents as Buyer shall have reasonably requested; and (m) without limitation by this Agreementthe specific enumeration of the foregoing, all other documents reasonably required from the Company which are necessary to consummate the transaction contemplated hereby.

Company’s Deliveries. At the Closing, as a condition of PROVANT's and Acquisition's obligations to consummate the transactions contemplated by this Agreement, the Company shall deliver (or cause to be delivered), if delivered to PROVANT and to Acquisition the extent not previously delivered, to Purchaser all of the following:following (or receive PROVANT's and Acquisition's written waiver with respect thereto): (a) a copy of Company’s Charter Documents, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of Company, issued as of a recent date by the Secretary of State of the State of Delaware; (c) a certificate of good standing or other evidence of current qualification to do business in each of California and in each other jurisdiction where Company presently is conducting business; (d) a certificate of the Secretary or an Assistant Secretary of Company, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, (i) confirming no amendments to the Charter Documents; (ii) attaching the Operating Agreement Copies of Company, as amended to date; (iii) attaching a true and complete list of all holders of issued and outstanding Units, of any class or series, as at the Closing Date; (iv) resolutions of the Board of Directors and shareholders of Company the Company, each certified by the Company's Secretary as being complete and correct as of the Closing and satisfactory in form and substance to Acquisition authorizing and approving the execution execution, delivery and performance of this Agreement and the transactions contemplated herein; hereby and the acts of the officers and employees of the Company in carrying out the terms and provisions hereof, and a copy of the Company's By-laws and a list of officers and directors currently holding offices, all certified by the Company's Secretary as being complete and correct as of the Closing; (ii) An opinion of counsel to the Company and the Shareholders, dated as of the Closing and in form and substance satisfactory to Acquisition and PROVANT and its counsel; (iii) A representation letter in the form attached as EXHIBIT 4 signed by each of the Shareholders (the "Representation Letter"); (iv) attesting to the incumbency and signatures A copy of the signatories Company's articles of Company executing this Agreement organization, certified as of a recent date by an appropriate official of the State of California; a certificate or any Related Documentcertificates of good standing and tax status, also certified by an appropriate official of the State of California; and certificates of foreign qualification with respect to all jurisdictions in which the Company, by the conduct of its business, is required to be so qualified; (ev) an opinion Consents satisfactory in form and substance to Acquisition to the assignment to Acquisition of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to Company, dated the Closing Date and in the form agreed by Company and Purchaserall Contracts where such consents are required; (fvi) all Consents required to be obtained by Sellers or Company Agreements with respect to the consummation Shareholders who are employees of the transactions contemplated by this Agreement, except as reflected on Schedule 3.4(h) hereto. (g) stock certificates evidencing Company confirming their bonus arrangements after the 48,750 shares of Subsidiary pledged to GECCClosing; (hvii) such Such other document certificates and documents as Purchaser may Acquisition and PROVANT and their counsel shall reasonably request for facilitating the consummation or performance of any of the transactions contemplated by this Agreementrequire.