Deliveries at the Closing
7. 2.1 At the Closing, the Vendor shall deliver or cause to be delivered to the Purchasers, as applicable, the following documents and payments: (a) an assignment and transfer of the Purchased Shares in a form acceptable to ADS, including the share certificates representing the Purchased Shares duly endorsed in blank for transfer; (b) evidence satisfactory to LMGC of the transfer of the Purchased Partnership Interest; (c) the minute books, share certificate books and corporate seals of each of the Purchased Entities; (d) a certificate of compliance or good standing in respect of the Vendor and each of the Purchased Entities; (e) a corporate certificate of the Secretary or other officer of the Vendor in form and substance satisfactory to the Purchasers acting reasonably dealing with the due incorporation of the Vendor, the authorization by the Vendor of this Agreement and each of the Ancillary Agreements to which the Vendor is a party and the performance of its obligations hereunder and thereunder, and incumbency; (f) a corporate certificate of the Secretary or other officer of each of the Purchased Entities in form and substance satisfactory to the Purchasers acting reasonably dealing with the due incorporation or formation of each such entity and incumbency; (g) the resignation of, and a release from, each of the directors and officers of the Purchased Entities as contemplated under Section 5.1; and (h) such other documents as are required or contemplated to be delivered by the Vendor or the Vendor's Counsel pursuant to this Agreement. 7.2.2 At the Closing, the Purchasers shall deliver or cause to be delivered to the Vendor the following documents and payments: (a) the Purchase Price; (b) a certificate of compliance or good standing in respect of each of the Purchasers; (c) a corporate certificate of the Secretary or other officer of each of the Purchasers in form and substance satisfactory to the Vendor acting reasonably dealing with due incorporation of each of the Purchasers, the authorization by the Purchasers of this Agreement and each of the Ancillary Agreements and the performance of its obligations hereunder and thereunder, and incumbency; and (d) such other documents as are required or contemplated to be delivered by the Purchasers or the Purchasers' Counsel pursuant to this Agreement.
