Common use of Deliverables to Buyer Clause in Contracts

Deliverables to Buyer. Buyer shall have received each of the following: (i) each of the Ancillary Agreements executed by Seller, in each case substantially in the form attached as an Exhibit to this Agreement; (ii) without prejudice to Buyer’s rights under Section 9.2 of this Agreement and Articles X and XI of this Agreement, revised Disclosure Schedules, if any, to this Agreement updating the information shown thereon to the Closing Date; (iii) a certificate of status as to Seller(s) issued by the Secretary of State of its state of organization, or an affidavit of partnership; (iv) a certification by an officer of Seller(s) certified as of the Closing Date as to: (A) the authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements and related certificates Seller is required to execute and deliver pursuant to the terms of this Agreement; (B) the incumbency of the officers of Seller(s) authorized to execute and deliver this Agreement and the Ancillary Agreements; and (C) the organizational actions required for Seller(s) to enter into this Agreement and the Ancillary Agreements (e.g. corporate resolutions); (v) with respect to the Real Property: (A) a duly executed and acknowledged special warranty deed for each parcel of Real Property (each a “Deed”) subject to the “Permitted Exceptions” (as hereinafter defined); and (B) an affidavit concerning parties in possession and mechanics’ or material men’s liens with respect to the Real Property, in form and substance necessary to induce the “Title Company” to delete the exceptions for such matters from the “Title Commitment” as hereinafter defined; (vi) a certificate pursuant to Section 9.2(c) of this Agreement and a certificate pursuant to Section 9.2(d) of this Agreement; (vii) appropriate organizational documentation from the selling entities as reasonably required by the Title Company. (viii) Evidence of termination of the Lease Agreement. (ix) all such instruments, documents and certificates as may be reasonably requested by Buyer that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Deliverables to Buyer. Buyer shall have received each copies of the followingfollowing documents: (i) each the Xxxx of the Ancillary Agreements executed by Seller, in each case substantially Sale and Assignment and Assumption Agreement in the form attached hereto as an Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”) executed by Seller; (ii) the Consulting Agreement in the form attached hereto as Exhibit C (the “Consulting Agreement”) executed by Shareholder; (iii) the Escrow Agreement executed by Seller and Escrow Agent; (iv) the Copyright Assignment in the form attached hereto as Exhibit D (the “Copyright Assignment”) executed by Seller; (v) the Trademark Assignment in the form attached hereto as Exhibit E (the “Trademark Assignment”) executed by Seller; (vi) the Domain Name Transfer Agreement in the form attached hereto as Exhibit F (the “Domain Name Transfer Agreement”) executed by Seller; (vii) [Reserved]; (viii) Schedules to this Agreement; (iiix) without prejudice to Buyer’s rights under Section 9.2 of this Agreement and Articles X and XI of this Agreement, revised Disclosure Schedules, if any, to this Agreement updating the information shown thereon to the Closing Date[Reserved]; (iiix) a certificate of status as to Seller(s) issued by the Secretary of State of its state of organization, or an affidavit of partnershipCalifornia as to Seller’s legal existence and good standing; (ivxi) a certification by certificates of an appropriate officer of Seller(s) certified Seller as of the Closing Date as to: (A) the authorization of the execution, delivery and performance of this Agreement and the Ancillary Agreements and related certificates Seller is required to execute and deliver pursuant to the terms incumbency and signatures of this Agreement; (B) the incumbency of the Seller’s officers of Seller(s) authorized to execute and deliver executing this Agreement and the Ancillary Agreements; and; (Cxii) copies of the organizational actions required for Seller(s) resolutions duly adopted by the board of directors of Seller and Shareholder authorizing Seller to enter into and perform this Agreement and the Ancillary Agreements (e.g. corporate resolutions)Agreements, and to consummate the Contemplated Transactions certified by an appropriate officer of Seller; (vxiii) with respect to the Real Property: (A) Bylaws and Articles of Incorporation of Seller certified by a duly executed proper officer of Seller as in full force and acknowledged special warranty deed for each parcel effect on and as of Real Property (each a “Deed”) subject to the “Permitted Exceptions” (as hereinafter defined); and (B) an affidavit concerning parties in possession and mechanics’ or material men’s liens with respect to the Real Property, in form and substance necessary to induce the “Title Company” to delete the exceptions for such matters from the “Title Commitment” as hereinafter definedClosing Date; (vixiv) the Required Consents; (xv) a certificate of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Code satisfactory to Buyer; (xvi) a certificate pursuant to Section 9.2(c) of this Agreement and a certificate pursuant to Section 9.2(d) of this Agreement5.9; (viixvii) appropriate organizational documentation from fully executed UCC-3 termination statements and other terminations, pay-offs and/or releases, or, at Buyer’s option, assignments, necessary to terminate, release or assign, as the selling entities as reasonably required by the Title Company.case may be, all Liens on any Purchased Asset; (viiixviii) Evidence To the extent not previously delivered to Buyer, Seller shall deliver a true and complete index of termination all computer files used in the Business and electronic copies of the Lease Agreement.all such computer files in a form acceptable to Buyer; and (ixxix) all such instrumentsother agreements, certificates, instruments and documents and certificates as may be reasonably requested by Buyer that are necessary, appropriate or desirable for in order to fully consummate the consummation at Contemplated Transactions and carry out the Closing purposes and intent of the transactions contemplated by this Agreement.

Deliverables to Buyer. Buyer shall have received each copies of the followingfollowing documents: (i) each the Xxxx of the Ancillary Agreements executed by Seller, in each case substantially Sale and Assignment and Assumption Agreement in the form attached hereto as an Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”) executed by Seller; (ii) the Executive Agreement in the form attached hereto as Exhibit C (the “Executive Agreement”) executed by each of the Founders and Key Shareholder; (iii) the Escrow Agreement executed by Seller and Escrow Agent; (iv) the Copyright Assignment in the form attached hereto as Exhibit D (the “Copyright Assignment”) executed by Seller; (v) the Trademark Assignment in the form attached hereto as Exhibit E (the “Trademark Assignment”) executed by Seller; (vi) the Domain Name Transfer Agreement in the form attached hereto as Exhibit F (the “Domain Name Transfer Agreement”) executed by Seller; (vii) the Assignment and Assumption of Lease in the form attached hereto as Exhibit G (the “Lease Assignment”) executed by Seller and the Landlord; (viii) the General Release Agreement in the form attached hereto as Exhibit H (the “General Release Agreement”) executed by each Shareholder and Seller; (ix) Schedules to this Agreement; (iix) without prejudice an opinion of Seller’s counsel reasonably satisfactory to Buyer’s rights under Section 9.2 of this Agreement and Articles X and XI of this Agreement, revised Disclosure Schedules, if any, to this Agreement updating the information shown thereon to the Closing Date; (iiixi) a certificate of status as to Seller(s) issued by the Secretary of State of its state of organization, or an affidavit of partnershipColorado as to Seller’s legal existence and good standing; (ivxii) a certification certificate issued by an officer the Secretary of Seller(s) certified as State of the Closing Date as to: (A) the authorization Colorado certifying Seller’s Amended and Restated Articles of the execution, delivery and performance of this Agreement and the Ancillary Agreements and related certificates Seller is required to execute and deliver pursuant to the terms of this AgreementIncorporation; (Bxiii) certificates of an appropriate officer of Seller as to the incumbency and signatures of the Seller’s officers of Seller(s) authorized to execute and deliver executing this Agreement and the Ancillary Agreements; and; (Cxiv) copies of the organizational actions required for Seller(s) resolutions duly adopted by the board of directors of Seller and Shareholders authorizing Seller to enter into and perform this Agreement and the Ancillary Agreements Agreements, and to consummate the Contemplated Transactions certified by an appropriate officer of Seller; (e.g. corporate resolutionsxv) the Amended and Restated Bylaws and Amended and Restated Articles of Incorporation of Seller certified by a proper officer of Seller as in full force and effect on and as of the Closing Date; (xvi) the Preliminary Closing Balance Sheet; (xvii) the consents listed on Schedule 2.7(a)(xvii); (v) with respect to the Real Property: (Axviii) a duly executed and acknowledged special warranty deed for each parcel certificate of Real Property non-foreign status (each in a “Deed”form reasonably acceptable Buyer) subject pursuant to Section 1.1445-2(b)(2) of the “Permitted Exceptions” (as hereinafter defined)Code; and (B) an affidavit concerning parties in possession and mechanics’ or material men’s liens with respect to the Real Property, in form and substance necessary to induce the “Title Company” to delete the exceptions for such matters from the “Title Commitment” as hereinafter defined; (vi) a certificate pursuant to Section 9.2(c) of this Agreement and a certificate pursuant to Section 9.2(d) of this Agreement; (vii) appropriate organizational documentation from the selling entities as reasonably required by the Title Company. (viii) Evidence of termination of the Lease Agreement. (ixxix) all such instrumentsother agreements, certificates, instruments and documents and certificates as may be reasonably requested by Buyer that are necessary, appropriate or desirable for in order to fully consummate the consummation at Contemplated Transactions and carry out the Closing purposes and intent of the transactions contemplated by this Agreement.

Deliverables to Buyer. Buyer shall have received each copies of the followingfollowing documents: (i) each the Xxxx of the Ancillary Agreements executed by Seller, in each case substantially Sale and Assignment and Assumption Agreement in the form attached hereto as an Exhibit to this B (the “Xxxx of Sale and Assignment and Assumption Agreement”) executed by Seller; (ii) without prejudice to Buyer’s rights under Section 9.2 the Executive Agreement in the form attached hereto as Exhibit C (the “Executive Agreement”) executed by each of this Agreement and Articles X and XI of this Agreement, revised Disclosure Schedules, if any, to this Agreement updating the information shown thereon to the Closing DateFounders; (iii) a the Escrow Agreement executed by Seller and Escrow Agent; (iv) the Copyright Assignment in the form attached hereto as Exhibit D (the “Copyright Assignment”) executed by Seller; (v) the Trademark Assignment in the form attached hereto as Exhibit E (the “Trademark Assignment”) executed by Seller; (vi) the Domain Name Transfer Agreement in the form attached hereto as Exhibit F (the “Domain Name Transfer Agreement”) executed by Seller; (vii) the Assignment and Assumption of Lease in the form attached hereto as Exhibit G (the “Lease Assignment”) executed by Seller; (viii) the General Release Agreement in the form attached hereto as Exhibit H (the “General Release Agreement”) executed by each Shareholder and Seller; (ix) the Services Agreement in the form attached hereto as Exhibit I (the “Services Agreement”) executed by Seller; (x) an opinion of Seller’s counsel; (xi) certificate of status as to Seller(s) issued by the Secretary of State of its state Tennessee of organization, or an affidavit of partnershiporganization as to Seller’s legal existence and good standing; (ivxii) a certification certificate issued by an officer the Secretary of Seller(s) certified as State of the Closing Date as to: (A) the authorization Tennessee certifying Seller’s Certificate of the execution, delivery and performance of this Agreement and the Ancillary Agreements and related certificates Seller is required to execute and deliver pursuant to the terms of this AgreementIncorporation; (Bxiii) certificates of an appropriate officer of Seller as to the incumbency and signatures of the Seller’s officers of Seller(s) authorized to execute and deliver executing this Agreement and the Ancillary Agreements; and; (Cxiv) copies of the organizational actions required for Seller(s) resolutions duly adopted by the board of directors of Seller authorizing Seller to enter into and perform this Agreement and the Ancillary Agreements (e.g. corporate resolutions)Agreements, and to consummate the transactions contemplated hereby and thereby certified by an appropriate officer of Seller; (vxv) with respect to the Real Property:Certificate of Incorporation and By-laws of Seller certified by proper officers as in full force and effect on and as of the Closing Date; (Axvi) the Preliminary Closing Balance Sheet; (xvii) the Required Consents; (xviii) a duly certificate of non-foreign status (in a form reasonably acceptable Buyer) pursuant to Section 1.1445-2(b)(2) of the Code; (xix) fully executed UCC-3 termination statements and acknowledged special warranty deed for each parcel of Real Property other terminations, pay-offs and/or releases, or, at Buyer’s option, assignments, necessary to terminate, release or assign, as the case may be, all Liens on any Purchased Asset; (each xx) the pay-off letter from First Tennessee in a “Deed”) subject form acceptable to the “Permitted Exceptions” (as hereinafter defined)Buyer; and (B) an affidavit concerning parties in possession and mechanics’ or material men’s liens with respect to the Real Property, in form and substance necessary to induce the “Title Company” to delete the exceptions for such matters from the “Title Commitment” as hereinafter defined; (vi) a certificate pursuant to Section 9.2(c) of this Agreement and a certificate pursuant to Section 9.2(d) of this Agreement; (vii) appropriate organizational documentation from the selling entities as reasonably required by the Title Company. (viii) Evidence of termination of the Lease Agreement. (ixxxi) all such instrumentsother agreements, certificates, instruments and documents and certificates as may be reasonably requested by Buyer that are necessary, appropriate or desirable for the consummation at the Closing of in order to fully consummate the transactions contemplated by this Agreement and carry out the purposes and intent of this Agreement.

Deliverables to Buyer. Buyer shall have received each copies of the followingfollowing documents: (i) each the Xxxx of the Ancillary Agreements executed by Seller, in each case substantially Sale and Assignment and Assumption Agreement in the form attached hereto as an Exhibit B (the “Xxxx of Sale and Assignment and Assumption Agreement”) executed by Seller; (ii) the Consulting Agreement in the form attached hereto as Exhibit C (the “Consulting Agreement”) executed by Shareholder; (iii) the Escrow Agreement executed by Seller and Escrow Agent; (iv) the Copyright Assignment in the form attached hereto as Exhibit D (the “Copyright Assignment”) executed by Seller; (v) the Trademark Assignment in the form attached hereto as Exhibit E (the “Trademark Assignment”) executed by Seller; (vi) the Domain Name Transfer Agreement in the form attached hereto as Exhibit F (the “Domain Name Transfer Agreement”) executed by Seller; (vii) the Limited Release Agreement in the form attached hereto as Exhibit G (the “Limited Release Agreement”) executed by Shareholder and Seller; (viii) Schedules to this Agreement; (iiix) without prejudice to Buyer’s rights under Section 9.2 of this Agreement and Articles X and XI of this Agreement, revised Disclosure Schedules, if any, to this Agreement updating the information shown thereon to the Closing Date; (iii) a certificate of status as to Seller(s) issued by the Secretary of State of its state of organization, or an affidavit of partnershipNorth Carolina as to Seller’s legal existence and good standing; (ivx) a certification certificate issued by an officer the Secretary of Seller(s) certified as State of the Closing Date as to: (A) the authorization North Carolina certifying Seller’s Articles of the execution, delivery and performance of this Agreement and the Ancillary Agreements and related certificates Seller is required to execute and deliver pursuant to the terms of this AgreementIncorporation; (Bxi) certificates of an appropriate officer of Seller as to the incumbency and signatures of the Seller’s officers of Seller(s) authorized to execute and deliver executing this Agreement and the Ancillary Agreements; and; (Cxii) copies of the organizational actions required for Seller(s) resolutions duly adopted by the board of directors of Seller and Shareholder authorizing Seller to enter into and perform this Agreement and the Ancillary Agreements (e.g. corporate resolutions)Agreements, and to consummate the Contemplated Transactions certified by an appropriate officer of Seller; (vxiii) with respect to the Real Property:Bylaws and Articles of Incorporation of Seller certified by a proper officer of Seller as in full force and effect on and as of the Closing Date; (Axiv) the Preliminary Closing Balance Sheet; (xv) [RESERVED]; (xvi) a duly certificate of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Code satisfactory to Buyer; (xvii) [RESERVED]; (xviii) fully executed UCC-3 termination statements and acknowledged special warranty deed for each parcel of Real Property (each a “Deed”) subject other terminations, pay-offs and/or releases, or, at Buyer’s option, assignments, necessary to terminate, release or assign, as the “Permitted Exceptions” (as hereinafter defined)case may be, all Liens on any Purchased Asset; and (B) an affidavit concerning parties in possession and mechanics’ or material men’s liens with respect to the Real Property, in form and substance necessary to induce the “Title Company” to delete the exceptions for such matters from the “Title Commitment” as hereinafter defined; (vi) a certificate pursuant to Section 9.2(c) of this Agreement and a certificate pursuant to Section 9.2(d) of this Agreement; (vii) appropriate organizational documentation from the selling entities as reasonably required by the Title Company. (viii) Evidence of termination of the Lease Agreement. (ixxix) all such instrumentsother agreements, certificates, instruments and documents and certificates as may be reasonably requested by Buyer that are necessary, appropriate or desirable for in order to fully consummate the consummation at Contemplated Transactions and carry out the Closing purposes and intent of the transactions contemplated by this Agreement.